UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127
April , 2007
Notice of 2007 Annual Meeting and Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S 240.14a-11(c) or S 240.14a-12
The Allstate Corporation
- --------------------------------------------------------------------------------
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N/A
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filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.
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LOGO
PRELIMINARY COPY
DEFINITIVE COPY INTENDED TO BE SENT TO
STOCKHOLDERS MARCH 27,
1998

LOGO

March 27, 1998

Jerry D.
Choate
Chairman of
the Board

Dear Stockholder:
You are cordially invited to attend Allstate's 19982007 annual meeting of stockholders to be held on Tuesday, May 19, 1998. The meeting will be held15, 2007 at 1:30 p.m.11 a.m. local time, in the Education CenterChase Auditorium of Chase Tower, Chicago, Illinois.
We encourage you to review the Chicago Botanic Garden, 1000 Lake
Cook Road, Glencoe, Illinois.

Following this letter is the Noticenotice of Meeting, which
lists the matters to be considered at the meeting. After
the Notice of Meeting is the Proxy Statement, which
describes the matters listed in the Notice of Meeting and
which providesannual meeting, proxy statement, financial information about the Companystatements and management's discussion and analysis of the Company's
operations and financial condition. Also enclosedprovided in this booklet to learn more about your corporation.
As always, your vote is your
proxy card, which enables youimportant. You are encouraged to vote onas soon as possible, either by telephone, Internet or mail. Please use one of these methods to vote before the matters to be
considered, and a copy of Allstate's 1997 Annual Report.

PLEASE COMPLETE AND MAIL IN YOUR PROXY CARD PROMPTLY,
whether or notmeeting even if you plan to attend the meeting. You can
attend the meeting and vote in person even if you have sent
in a proxy card.

Your Board
Sincerely,

Edward M. Liddy
Chairman
THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127
April , 2007
Notice of Directors and management look forward to
greeting personally those stockholders who are able to
attend.

Sincerely,
LOGO
Jerry D. Choate

LOGO

March 27, 1998

Robert W. Pike
Vice President,
Secretary and General Counsel

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------------------2007 Annual Meeting of Stockholders
The annual meeting of stockholders of The Allstate Corporation ("Allstate"Allstate," or "Corporation") will be held in the Education CenterChase Auditorium located on the Plaza Level of theChase Tower, 10 South Dearborn, Chicago, Botanic Garden, 1000 Lake
Cook Road, Glencoe, Illinois on Tuesday, May 19, 1998,15, 2007, at 1:30 p.m.,11 a.m. for the following purposes:
1. to
To elect eight directors;

2. to vote on the recommendation of the Board of Directors thatthirteen directors to serve until the 2008 annual meeting;

2.
To ratify the appointment of Deloitte & Touche LLP be appointedas Allstate's independent auditorsregistered public accountant for 1998;

2007; and

3. to vote on a
To approve the proposed amendmentamendments to the Company'sCorporation's Restated Certificate of Incorporation to increaseeliminate the number of authorized shares of common
stock to 2,000,000,000;

4. tosupermajority vote on a stockholder proposal for cumulative voting for the Board of
Directors; and

5. to transact suchrequirements.
In addition, any other business asproperly presented may properly come beforebe acted upon at the meeting.
Registration and seating will begin at 9:45 a.m. Each stockholder may be asked to present picture identification and proof of stock ownership. Stockholders holding Allstate stock through a bank, brokerage or other nominee account will need to bring their account statement showing ownership as of the record date, March 16, 2007. Cameras, recording devices or other electronic devices will not be allowed in the meeting.
Allstate began mailing its proxy statement and annual report, and proxy card/voting instruction form to stockholders and to participants in its profit sharing fund on April , 2007.
By Order of the Board,

Mary J. McGinn
Secretary
Table of Contents

Page
Proxy and Voting Information
Proxy Statement and Annual Report Delivery
Corporate Governance Practices
Code of Ethics
Determinations of Independence of Nominees for Election
Majority Votes in Director Elections
Board Structure, Meetings and Board Committees
New Director Orientation
Executive Sessions of the Board
Board Attendance Policy
Board Committees
Nomination Process for Election to the Board of Directors
Communications with the Board
Policy on Rights Plans
Allstate Charitable Contributions
Compensation Committee Interlocks and Insider Participation
Items to be Voted On
Item 1. Election of Directors
Item 2. Ratification of Appointment of Independent Registered Public Accountant
Item 3. Approve the Amendments to the Restated Certificate of Incorporation to Eliminate the Supermajority Vote Requirements
Executive Compensation
Compensation Discussion and Analysis
Summary Compensation Table
All Other Compensation — Supplemental Table
Grants of Plan-Based Awards at Fiscal Year-End 2006
Outstanding Equity Awards at Fiscal Year-End 2006
Option Exercises and Stock Vested at Fiscal Year-End 2006
Pension Benefits
Non-Qualified Deferred Compensation at Fiscal Year-End 2006
Potential Payments as a Result of Termination or Change-in-Control
Director Compensation at Fiscal Year-End 2006
Performance Measures
Compensation Committee Report
Security Ownership of Directors and Executive Officers
Security Ownership of Certain Beneficial Owners
Audit Committee Report
Section 16(a) Beneficial Ownership Reporting Compliance
Related Person Transactions
Stockholder Proposals for Year 2008 Annual Meeting
Proxy Solicitation
Appendix A — Proposed Amendments to The Restated Certificate of Incorporation
to Eliminate the Supermajority Vote Requirements
Appendix B — Policy Regarding Pre-Approval of Independent Auditors' Services
Appendix C — The Allstate Corporation Committee Charters
Audit Committee Charter
Compensation and Succession Committee Charter
Nominating and Governance Committee Charter
Appendix D — List of Executive Officers
Proxy and Voting Information
Who is asking for your vote and why
The annual meeting will be held only if there is a quorum, which means that a majority of the outstanding common stock entitled to vote is represented at the meeting by proxy or in person. If you vote before the meeting or if you attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum. To ensure that there will be a quorum, the Allstate Board of Directors LOGO
Robert W. Pike
Secretary

Theis requesting that you vote before the meeting and allow your Allstate Corporation
Proxy Statement

March 27, 1998
- --------------------------------------------------------------------------------

The Board of Directors of Allstate is soliciting proxies from its
stockholders forstock to be represented at the annual meeting by the proxies named on the enclosed proxy card/voting instruction form. Voting before the meeting will not prevent you from voting in person at the meeting, except as described below with respect to shares held through The Savings and Profit Sharing Fund of stockholders toAllstate Employees. If you vote in person at the meeting, your previous vote will be held on May 19, 1998.automatically revoked.
Who can vote
You are entitled to vote at that meeting if you were a stockholder of record at the close of business on March 20, 1998.16, 2007. On March 20, 1998,16, 2007, there were xxx,xxx,xxx[XXX, XXX, XXX] Allstate common shares outstanding. On March 27, 1998,outstanding and entitled to vote at the annual meeting.
How to vote
If you hold your shares in your own name as a record holder, you may instruct the proxies how to vote your shares in any of the following ways:
•
By using the toll-free telephone number printed on the proxy card/voting instruction form

•
By using the Internet voting site and instructions listed on the proxy card/voting instruction form

•
By signing and dating the proxy card/voting instruction form and mailing it in the enclosed postage-paid envelope, or by returning it to The Allstate began mailingCorporation, c/o ADP, 51 Mercedes Way, Edgewood, N.Y. 11717
You may vote by telephone or Internet 24 hours a day, seven days a week. Such votes are valid under Delaware law.
If you hold your shares through a bank, broker, or other record holder, you may vote your shares by following the instructions they have provided.
Providing voting instructions and discretionary voting authority of proxies
In the election of directors, with respect to all such stockholders andor one or more of the director nominees, you may instruct the proxies to participantsvote "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 The Savings and
Profit Sharing Fund of Allstate Employees (the "Profit Sharing Plan") a proxy
card, this proxy statement and Allstate's 1998 Annual Report.

For participants in the Profit Sharing Plan, the number of shares shown on
the proxy card includes shares of Allstate common stock equivalent to the value
of the credits to your account in the Profit Sharing Plan. As to these shares,
the proxy card constitutes instructions to The Northern Trust Company, the
Profit Sharing Plan Trustee.

Your signed proxy card will appoint James G. Andress, Warren L. Batts and
Edward A. Brennan as proxy holders to vote your shares.

If you sign and return your proxy card without giving voting directions the
proxy holders will vote your shares:

(i) forfollows:
•
FOR all of the nominees for director listed in this proxy statement;

(ii) forstatement

•
FOR the appointment of Deloitte & Touche LLP as independent auditors
for 1998;

(iii) for the proposed amendment to the Certificate of Incorporation; and

(iv) against the stockholder proposal for cumulative voting for the
Board.

The proxy card permits you to direct the proxy holders to withhold your votes
from particular director nominees, and to vote "for," "against," or "abstain"
from the appointment of auditors, the proposed amendment to the Certificate of
Incorporation, and the stockholder proposal for cumulative voting for the
Board.

Signing and returning your proxy card will not prevent you from voting in
person at the meeting. If you vote in person at the meeting, your previously
voted proxy will be automatically revoked. You may also revoke your proxy any
time before it is voted by sending notice prior to the meeting to:

First Chicago Trust Company of New York
P.O. Box 8010
Edison, NJ 08818-9007

If you submit more than one proxy, each later-dated proxy will revoke all
previous proxies.

The Board of Directors expects all nominees named below to be available for
election. In case any nominee is not available, the proxy holders may vote your
shares for a substitute if you have submitted a signed proxy card.

As far as Allstate knows, the only matters to be brought before the meeting
are those referred to in this proxy statement. As to any other matters
presented at the meeting, if you send in a signed proxy card, the proxy holders
may vote your shares in their discretion.

No business can be conducted at the meeting unless a majority of all
outstanding shares entitled to vote are either present at the meeting in person
or represented by proxy.

The eight nominees who receive the most votes will be elected to the eight
open directorships even if they get less than a majority of the votes. For
approvalratification of the appointment of Deloitte & Touche LLP as auditors (Item 2) andAllstate's independent registered public accountant for 2007

•
FOR the stockholder proposal for cumulative voting for the Board (Item 4), more
shares must be voted "for" than "against" each proposal. For approval of the proposed amendmentamendments to the Restated Certificate of Incorporation (Item 3),to eliminate the supermajority vote requirements

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.
How votes are counted to elect directors and approve items
Each share of our common stock outstanding on the record date will be entitled to one vote on each of the thirteen director nominees and one vote on each other matter.
Item 1. Election of Directors. To be elected by stockholders, each director must receive the affirmative vote of the majority of the votes cast. A majority of votes cast means the number of shares voted "FOR" a director exceeds 50% of the votes cast with respect to that director. Each nominee for director receiving more "FOR" votes than "WITHHOLD" will be elected. Votes cast include votes to withhold proxy authority. Abstentions and broker non-votes will not be counted as votes cast for purposes of director elections and will have no impact on the outcome of the vote.
Item 2. Ratification of Appointment of Independent Registered Public Accountant. To ratify the appointment of Allstate's independent registered public accountant, the proposal requires the affirmative vote of a majority of all outstandingthe shares must be voted "for"present in person or represented by proxy at the proposal.

Abstention with respectmeeting and entitled to Items 2, 3 or 4vote on the item. Abstentions will be counted as shares present at the meeting and will have the effect of a vote against the Item.matter. Broker non-
votes (that is, if the broker holding your shares in street name does not

vote with respect to an Item) on Item 2 or 4non-votes will not be counted as shares votedentitled to vote on the Itemmatter and will have no effectimpact on the outcome of the vote.
Item 3. Approval of the Amendments to the Restated Certificate of Incorporation. To approve the amendment to Article Sixth, the affirmative vote onof a majority of the Item. Brokeroutstanding shares is required. To approve the amendment to Article Seventh, the affirmative vote of 66²/3% of the outstanding shares is required. Abstentions and broker non-votes on Item 3will be counted as shares outstanding and will have the effect of a vote against the Item.matter.
Broker non-votes are shares that are held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients.
How to change your vote
Before your shares have been voted at the annual meeting by the proxies, you may change or revoke your vote in the following ways:
•
Voting again by telephone, by Internet or in writing

•
Attending the meeting and voting your shares in person
Unless you attend the meeting and vote your shares in person, you should use the same method as when you first voted — telephone, Internet or writing. That way, the inspector of election will be able to identify your latest vote.
Confidentiality
All proxies, ballots and tabulations that identify the vote of a particular stockholder are kept confidential, except as necessary (i) to allow the inspectors of election to certify the voting results or (ii) to meet certain legal requirements--for example, inrequirements. A representative of IVS Associates, Inc. will act as the pursuit or defenseinspector of lawsuits. Those
counting voteselection and will count the inspectors arevotes. The representative is independent of Allstate and its directors, officers and employees. Representatives of First Chicago Trust
Company of New York will act as the inspectors of election and will count the
votes.

Comments written on proxiesproxy cards, voting instruction forms or ballots may be transcribed and provided to the Secretary of Allstate with the name and address of the stockholder. The comments will be provided without reference to the vote of the stockholder, unless the vote is mentioned in the comment or unless disclosure of the vote is necessary to understand the comment. At Allstate's request, those counting
votesthe transfer agent or the solicitation agent may provide Allstate with a list of stockholders that have not voted and periodic status reports on the aggregate vote. These status reports may include break-downsa list of stockholders who have not voted and breakdowns of vote totals by different types of stockholders, as long as Allstate is not able to determine how a particular stockholder voted.
Profit Sharing Fund Participants
If you hold Allstate common shares through The Savings and Profit Sharing Fund of Allstate Employees (the profit sharing fund), your proxy card/voting instruction form for those shares will instruct the profit sharing fund trustee how to vote those shares. If you are an employee who received your annual meeting materials electronically, and you hold Allstate common shares both through the profit sharing fund and also directly as a registered stockholder, the voting instructions you provide electronically on the proxy card/voting instruction form will be applied to both your profit sharing fund shares and your registered shares. If you return a signed proxy card/voting instruction form or vote by telephone or the Internet on a timely basis, the trustee shall vote as instructed for all Allstate common shares allocated to your profit sharing fund account unless to do so would be inconsistent with the trustee's duties.
If your voting instructions are not received on a timely basis for the shares allocated to your profit sharing fund account, those shares will be considered "unvoted." If you return a signed proxy card/voting instruction form but do not indicate how your shares should be voted on a matter, the shares represented by your signed proxy card/voting instruction form will be voted as the Board of Directors recommends. The trustee will vote all unvoted shares and all unallocated shares held by the profit sharing fund as follows:
•
If the trustee receives instructions (through voting instruction forms or through telephonic or Internet instruction) on a timely basis for at least 50% of the votable allocated shares in the profit sharing fund, then it will vote all unvoted shares and unallocated shares in the same proportion and in the same manner as the shares for which timely instructions have been received, unless to do so would be inconsistent with the trustee's duties.

•
If the trustee receives instructions for less than 50% of the votable shares, the trustee shall vote all unvoted and unallocated shares in its sole discretion. However, the trustee will not use its discretionary authority to vote on adjournment of the meeting in order to solicit further proxies.
Profit sharing fund votes receive the same level of confidentiality as all other votes. You may not vote the shares allocated to your profit sharing fund account by attending the meeting and voting in person. You must instruct The Northern Trust Company, as trustee for the profit sharing fund, on how you want your profit sharing fund shares voted.
If You Receive More Than One Proxy Card/Voting Instruction Form
If you receive more than one proxy card/voting instruction form, your shares are probably registered in more than one account or you may hold shares both as a registered stockholder and through The Savings and Profit Sharing Fund of Allstate Employees. You should vote each proxy card/voting instruction form you receive.

Proxy Statement and Annual Report Delivery
Allstate has adopted the "householding" procedure approved by the Securities and Exchange Commission that allows us to deliver one proxy statement and annual report to a household of stockholders instead of delivering a set of documents to each stockholder in the household. This procedure is more cost effective because it reduces the number of materials to be printed and mailed. It also reduces our impact on the environment. Stockholders who share the same last name and address, or where shares are held through the same nominee or record holder (for example, when you have multiple accounts at the same brokerage firm), will receive one proxy statement and annual report per address unless we receive, or have previously received, contrary instructions. Stockholders will continue to receive separate proxy cards/voting instruction forms to vote their shares.
If you would like to receive a separate copy of the proxy statement and annual report for this year, please write or call us at the following address or phone number: Investor Relations, The Allstate Corporation, 2775 Sanders Road, Suite F3 SE, Northbrook, IL 60062-6127, (800) 416-8803. Upon receipt of your request, we will promptly deliver the requested materials to you.
If you and other Allstate stockholders of record with whom you share an address currently receive multiple sets of the proxy statement and annual report, and you would like to receive only a single copy of each in the future, please contact our distribution agent, ADP by calling (800) 542-1061 or by writing to ADP Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you hold your shares in street name (that is, through a bank, brokerage account or other record holder), please contact your bank, broker or other record holder to request information about householding.
You may also revoke your consent to householding by contacting ADP at the phone number and address listed above. You will be removed from the householding program within 30 days of receipt of the revocation of your consent.
Corporate Governance Practices
Allstate has a history of strong corporate governance practices which are firmly grounded in the belief that corporate governance best practices are critical to our goal of driving sustained stockholder value.
Code of Ethics
Allstate is committed to operating its business with honesty and integrity and maintaining the highest level of ethical conduct. These absolute values of the Corporation are embodied in its Code of Ethics and require that every customer, employee and member of the public be treated accordingly. Allstate's Code of Ethics applies to all employees, including the Chief Executive Officer, the Chief Financial Officer, the Controller, other senior financial and executive officers as well as the Board of Directors. The Code is available on the Corporate Governance portion of the Corporation's website, allstate.com, and is also available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127.
Determinations of Independence of Nominees for Election
The Board of Directors has determined that each nominee for election, with the exception of Mr. Wilson in his capacity as President and Chief Executive Officer and Mr. Liddy in his capacity as Chairman, is independent according to applicable law, the listing standards of the New York Stock Exchange and theDirector Independence Standards adopted by the Board of Directors which are posted

on the Corporate Governance portion of the Corporation's website, allstate.com. The Board determined that the following categories of relationships with the Corporation are among those that do not interfere with the director's exercise of independent judgment and do not, to the extent consistent with applicable law or regulation and Section 3 of Allstate'sCorporate Governance Guidelines, disqualify a director or nominee from being considered independent. In making the independence determinations, the Board considered transactions, relationships, or arrangements described in category 1 with respect to each independent director except Mr. Ackerman; categories 2, 3 and 6 with respect to Mr. Ackerman; and categories 4 and 5 with respect to relationships between the Corporation and charitable organizations in which each of Messrs. Ackerman, Beyer, Farrell, Greenberg, LeMay, Reyes and Riley are involved. In determining that Mr. Brennan, who retired from the Board in May 2006, was independent, the Board considered transactions, relationships, or arrangements described in categories 1, 4 and 5.
Categorical Standards of Independence
1.
An Allstate director's relationship arising from (i) only such director's position as a director of another corporation or organization; (ii) only such director's direct or indirect ownership of a 5% or less equity interest in another corporation or organization (other than a partnership); (iii) both such position and such ownership; or (iv) such director's position only as a limited partner in a partnership in which he or she has an interest of 5% or less;

2.
An Allstate director's relationship arising from an interest of the director, or any entity in which the director is an employee, director, partner, stockholder or officer, in or under any standard-form insurance policy or other financial product offered by the Allstate Group in the ordinary course of business;

3.
An Allstate director's relationship with another company that participates in a transaction with the Allstate Group (i) where the rates or charges involved are determined by competitive bid, (ii) where the transaction involves the rendering of services as a common or contract carrier (including any airline) or public utility at rates or charges fixed in conformity with law or governmental authority;

4.
An Allstate director's relationship with another company that has made payments to, or received payments from, the Allstate Group for property or services in an amount which, in the last fiscal year, does not exceed the greater of $1 million or 2% of such other company's consolidated gross revenues for such year;

5.
An Allstate director's relationship with a charitable entity to which the aggregate amount of discretionary charitable contributions (other than employee matching contributions) made by the Allstate Group and The Allstate Foundation in any of the last three fiscal years of the charitable entity were less than the greater of $1 million or 2% of such entity's consolidated gross revenues for such year; and

6.
An Allstate director's relationship with another company (i) in which the Allstate Group makes investments or (ii) which invests in securities issued by the Allstate Group or securities backed by any product issued by the Allstate Group, all in the ordinary course of such entity's investment business and on terms and under circumstances similar to those available to or from entities unaffiliated with such director.
Majority Votes in Director Elections
In February 2007, the Board amended the Corporation's bylaws to incorporate a majority vote standard in the election of directors.

Board Structure, Meetings and Board Committees
The current Board has 13 directors and three committees. The following table identifies each committee, its members and the number of meetings held during 2006. Each committee operates under a written charter that has been approved by the Board. Each charter is available on the Corporate Governance portion of the Corporation's website, allstate.com. Each charter is also available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127. The charters are included in Appendix C to this proxy statement. All of the members of each committee have been determined to be independent by the Board within the meaning of applicable laws, the listing standards of the New York Stock Exchange and theDirector Independence Standards as in effect at the time of determination. A summary of each committee's functions and responsibilities follows the table.
The Board held twelve meetings during 2006. Each incumbent director attended at least 75% of the combined board meetings and meetings of committees of which he or she was a member. Attendance at board and committee meetings during 2006 averaged 94% for incumbent directors as a group.

Director

Audit

Compensation and Succession

Nominating and Governance

F. Duane Ackerman
X
X
James G. Andress X* X
Robert D. Beyer ** X
Edward A. Brennan*** X X
W. James Farrell X X*
Jack M. Greenberg X X
Ronald T. LeMay X X
Edward M. Liddy
J. Christopher Reyes X
H. John Riley, Jr. X* X
Joshua I. Smith X X
Judith A. Sprieser X X
Mary Alice Taylor X X
Thomas J. Wilson **
Number of Meetings in 2006 8 11 6
* Committee Chair
** Elected to the Board in September 2006
*** Retired as of May 2006
New Director Orientation
Upon Mr. Beyer's election to the Board of Directors in September 2006, he was invited to participate in each of the board committee meetings in order for him to gain familiarity with the responsibilities of each committee prior to being appointed a member of any committee. Mr. Beyer attended each committee meeting held until his election to the Compensation and Succession Committee in February 2007.
Executive Sessions of the Board
The independent directors meet in regularly scheduled executive session without management. When independent directors meet in executive session, the leader is determined by the subject matter of the

session. If the subject is within the scope of authority of one of the standing committees, the chair of that committee leads the executive session. Otherwise, directors who are not committee chairs are appointed on a rotating basis to lead the executive session. The Board believes this practice provides for leadership at all executive sessions without the need to designate a single lead director and it also provides an opportunity for each director to assume the role of lead director from time to time.
Board Attendance Policy
It is expected that Allstate Board members make every effort to attend all meetings of the Board and the committees on which they serve and actively participate in the discussion of the matters before them. It is also expected that Board members make every effort to attend the annual meeting of stockholders. Of the 11 directors who stood for election at the 2006 annual meeting of stockholders, two were unable to attend.
Board Committees
Audit Committee.
Allstate's Board of Directors has established an audit committee in accordance with the requirements of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. As shown above, the Audit Committee is chaired by Mr. Andress and includes Ms. Sprieser and Mrs. Taylor and Messrs. Ackerman, Greenberg, LeMay and Smith. The Board has determined that Ms. Sprieser and Messrs. Andress and Greenberg are each individually qualified as an audit committee financial expert, as defined in Regulation S-K, Item 1: 407(d)(5) under the Securities Exchange Act of 1934 and each member of the committee is independent under the listing standards of the New York Stock Exchange. Mrs. Taylor currently serves on the audit committees of more than three public companies. The Board has determined, in light of Mrs. Taylor's active contributions to Allstate's Audit Committee, and her status as retired from active management positions, that this simultaneous service does not impair her ability to function as a member of this committee.
The committee is responsible for, among other things, the selection, appointment, compensation and oversight of the work of the independent registered public accountant in preparing or issuing an audit report or related work. The committee reviews Allstate's annual audited and quarterly financial statements and recommends to the Board of Directors whether the audited financial statements should be included in Allstate's annual report on Form 10-K and in the annual report to stockholders. In connection therewith, the committee examines Allstate's accounting and auditing principles and practices affecting the financial statements and discusses with its independent registered public accountant those matters required to be discussed in accordance with the Public Company Accounting Oversight Board's generally accepted auditing standards, including the requirements under Statement of Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU §380) and Securities and Exchange Commission Rule 2-07 of Regulation S-X and other matters as it deems appropriate. The committee also reviews the scope of the audits conducted by the independent registered public accountant and the internal auditors as well as the qualifications, independence and performance of the independent registered public accountant. The committee is responsible for the review and approval of Allstate's Code of Ethics as well as the adoption of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters. The committee conducts independent inquiries when deemed necessary to discharge its duties. The committee has the authority to retain independent outside counsel, accountants and other advisers to assist it in the conduct of its business.
The committee discusses with management the Corporation's processes of risk assessment and risk management, including the Corporation's major financial risk exposures and the steps management has taken to monitor and control them.

The committee provides functional oversight to Allstate's Internal Audit Department. The Internal Audit Department provides objective assurance and consulting services that are used to assure a systematic, disciplined approach to the evaluation and improvement of effective risk management, control and governance processes. The committee reviews the overall adequacy and effectiveness of the Corporation's legal, regulatory, and ethical compliance programs.
Our chairman, chief executive officer, chief financial officer, general counsel, and secretary, as well as the controller and senior internal audit officer participate in the committee's meetings. However, executive sessions of the committee are scheduled and held throughout the course of a year, including sessions in which the committee meets with the independent registered public accountant and the senior internal audit officer.
The committee also conducts an annual review of its performance and its charter. The committee charter is included in Appendix C to this proxy statement and is available on the Corporate Governance portion of the Corporation's website, allstate.com. It is also available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127. The Audit Committee Report is included herein on page [ ].
Compensation and Succession Committee.
The Compensation and Succession Committee is chaired by Mr. Riley and includes Mrs. Taylor and Messrs. Ackerman, Beyer, Farrell, Greenberg, and LeMay and, until his retirement in May of 2006, Mr. Brennan. All members of the committee are independent under the listing standards of the New York Stock Exchange. The committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of the chief executive officer and other executive officers. The committee annually reviews the management organization and succession plans for Allstate, including each of its significant operating subsidiaries, and recommends nominees for certain officer positions. The committee is responsible for recommending executive officer salaries and compensation packages to the Board. The committee has oversight responsibility for the salary administration program for elected officers of the Corporation and its principal operating subsidiaries.
The committee administers our Annual Covered Employee Incentive Compensation Plan, Annual Executive Incentive Compensation Plan, and Long-Term Executive Incentive Compensation Plan. These are plans pursuant to which officers of The Allstate Corporation and its subsidiaries at the vice president level and above are eligible to earn annual and long-term cash incentive compensation awards. The committee determines the performance measures for earning awards and the amount of awards payable upon the achievement of threshold, target and maximum goals with respect to the performance measures. At the end of the relevant performance period, the committee reviews the extent to which the goals have been achieved and approves the actual amount of the cash incentive awards.
The committee has authority to grant equity awards to eligible employees in accordance with the terms of our Amended and Restated 2001 Equity Incentive Plan. With regard to its authority to grant equity awards, the committee has adopted an Equity Compensation Policy. [It is available on the Corporate Governance portion of the Company's website, allstate.com.] The committee has delegated its authority to grant equity awards between meetings in connection with the hiring or promotion of an employee or in recognition of an employee's particular achievement. All awards granted pursuant to delegated authority are reported to the committee at the next meeting. A subcommittee has authority to grant restricted stock and restricted stock unit awards to new hires and to determine the size, terms, and conditions of such awards. In addition, both the chairman of the board and the chief executive officer have authority to grant nonqualified stock options to new hires and to current employees in connection with promotions or in recognition of an achievement. Both the chairman and the chief executive officer have authority to determine the number of shares subject to such options, subject to limits set by the committee. Neither the subcommittee, the chairman, nor the chief executive officer is permitted to grant such awards to those who are designated as executive officers for purposes of Section 16 of the

Securities Exchange Act of 1934. Awards made by the subcommittee, the chairman or the chief executive officer must be made pursuant to the terms of award agreements previously approved by the committee.
In addition, the committee administers our deferred compensation plan for eligible employees and makes recommendations to the Board regarding pension benefit enhancements and change-in-control agreements.
The committee also has sole authority to retain and terminate its compensation consultants, including sole authority to approve the consultants' fees and other retention terms for such services provided to the committee. The committee has used Mercer Human Resource Consulting as its executive compensation consultant for several years and directly engaged Mercer's services again in 2006. As part of the 2006 engagement, Mercer assisted the committee in assessing the appropriateness of the list of peer insurance companies that the committee uses to evaluate the competitiveness of Allstate's executive compensation program. In addition, Mercer provided an assessment that benchmarked Allstate's executive pay levels, practices, and overall program design as well as its financial performance against those companies.
Our chairman, chief executive officer, senior human resources officer, general counsel and secretary, and more recently, our chief financial officer, participate in the committee's meetings. However, the committee regularly meets in executive session without members of management present or with only the presence of the senior human resources officer. The chairman and the chief executive officer make recommendations to the committee regarding management organization, succession planning, merit and promotional salary increases (other than their own), performance measures under our annual and long-term cash incentive compensation plans, the use of the committee's authority to adjust awards under such cash incentive compensation plans, and the size and terms of employee equity awards (other than their own).
The committee conducts an annual review of its performance and its charter. The committee charter is included in Appendix C to this proxy statement and is available on the Corporate Governance portion of the Corporation's website, allstate.com. It is also available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127. The Compensation Committee Report is included herein on page [ ].
Nominating and Governance Committee.
The Nominating and Governance Committee is chaired by Mr. Farrell and includes Ms. Sprieser and Messrs. Andress, Reyes, Riley and Smith. Mr. Brennan was the Chair of the Committee until his retirement in May 2006. All members of the committee are independent under the listing standards of the New York Stock Exchange. The committee is responsible for the identification and recommendation of nominees for election to the Board, as described in the Nomination Process for Election to the Board of Directors section below. In connection with its selection process, the committee is responsible for recommending appropriate criteria and independence standards for adoption by the Board. The committee is responsible for making recommendations with respect to the periodic review of the performance of the chief executive officer as well as succession planning to the Board of Directors, including recommending nominees for election as the chief executive officer. The committee advises and makes recommendations to the Board on matters of corporate governance including periodic reviews of the Corporation'sCorporate Governance Guidelines, which are posted on the Corporate Governance portion of the Corporation's website, allstate.com, and are also available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127. The committee is also responsible for the triennial review and assessment of the Corporation's structural defenses. The committee determines and recommends the criteria to be used for the assessment of the Board's performance and oversees the assessment of the Board. With Board oversight, the committee also administers non-employee director compensation. The committee may retain independent consultants as needed to assist it with its responsibilities.

The committee also conducts an annual review of its performance and its committee charter. The Nominating and Governance Committee charter is included in Appendix C to this proxy statement and is available on the Corporate Governance portion of the Corporation's website, allstate.com. It is also available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127.
Our chairman, chief executive officer, general counsel, and secretary participate in the committee's meetings. However, the committee regularly meets in executive session without members of management present. The chairman and the chief executive officer make recommendations to the committee regarding non-employee director compensation.
Nomination Process for Election to the Board of Directors
The Nominating and Governance Committee has responsibility for assessing the need for new Board members to address specific requirements or to fill a vacancy. The committee initiates a search for a new candidate seeking input from the Chairman and other Board members. The committee may also retain a third party search firm if necessary to identify potential candidates for election. Nominees recommended by stockholders are considered by the committee in the same manner as all other candidates. All non-employee candidates must meet the Board'sGuidelines for Selection of Nominees for the Board of Directors, the Corporation'sCorporate Governance Guidelines and theDirector Independence Standards, and comply with the bylaw requirements regarding nominees, each of which is posted on the Corporate Governance portion of the Corporation's website, allstate.com. Candidates who meet the specific requirements and otherwise qualify for membership on the Board are identified and contacts are initiated with preferred candidates. The full Board is kept apprised of the committee's progress with its evaluations. The committee meets to consider and approve final candidates who are then presented to the Board for endorsement and approval. The invitation to join the Board may be extended by the full Board, the committee chairperson or the Chairman of the Board. The Board is ultimately responsible for naming the nominees for election.
Stockholders may propose candidates to the Nominating and Governance Committee for its consideration at any time of the year by writing to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127.
Stockholders may also propose nominees at the annual meeting of stockholders, if adequate advance notice as defined in Allstate's bylaws is provided to the Secretary. Under the bylaws, if a stockholder wishes to nominate a candidate at the 2008 annual meeting of stockholders, he or she must provide advance notice to Allstate that must be received between January 16, 2008 and February 15, 2008. The notice must be sent to the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127 and must contain the name, age, principal occupation, business and residence address of the proposed nominee, as well as the number of shares of Allstate stock beneficially owned by the nominee. The notice must meet the requirements set forth in the Corporation's bylaws. A copy of the bylaw provisions is available from the Secretary of Allstate upon request or can be accessed on the Corporate Governance portion of Allstate's website, allstate.com.
Communications with the Board
The Board has established a process to facilitate communications by stockholders and other interested parties with directors as a group. Written communications may be sent by mail or by e-mail to the Board. Communications received will be processed under the direction of the General Counsel. The General Counsel reports regularly to the Nominating and Governance Committee on all correspondence received that, in his opinion, involves functions of the Board or its committees or that he otherwise determines requires its attention. The communication process is posted on the Corporate Governance portion of the Corporation's website, allstate.com.

Policy on Rights Plans
The following policy, adopted in 2003, is part of Allstate'sCorporate Governance Guidelines which are posted on the Corporate Governance portion of Allstate's website, allstate.com.
The Board shall obtain shareholder approval prior to adopting any shareholder rights plan;provided, however, that the Board may act on its own to adopt a shareholder rights plan if, under the then current circumstances, in the reasonable business judgment of the independent directors, the fiduciary duties of the Board would require it to adopt a rights plan without prior shareholder approval. The retention of any rights plan so adopted by the Board will be submitted to a vote of shareholders as a separate ballot item at the next subsequent annual meeting of Allstate shareholders and, if not approved, such rights plan will expire within one year after such meeting.
Allstate Charitable Contributions
Each year, The Allstate Foundation donates millions of dollars to support many deserving organizations that serve our communities. The Nominating and Governance Committee reviews all charitable donations to, and other relationships with, any director-affiliated organization to ensure that any and all transactions with director-affiliated charitable organizations are appropriate and raise no issues of independence. No charitable contributions were made to any director-affiliated organization that exceeded the greater of $1 million or 2% of the charitable organization's consolidated gross revenues for any of the previous three fiscal years.
Compensation Committee Interlocks and Insider Participation
During 2006, the Compensation and Succession Committee consisted of Mr. Riley, Chairman, Mrs. Taylor and Messrs. Ackerman, Farrell, Greenberg and LeMay, and, until his retirement in May 2006, Mr. Brennan. None is a current or former officer or employee of Allstate or any of its subsidiaries. There were no committee interlocks with other companies in 2006 within the meaning of the Securities and Exchange Commission's proxy rules.

Items to Be Voted On
Item 1
Election of Directors
-------------------------------------------------------------------
Each nominee, except Messrs. Beyer and Wilson who were elected to the Board in September 2006, was previously elected by the stockholders at Allstate's 1997
Annual Meetingannual meeting of stockholders on May 20, 1997,16, 2006, and has served continuously as a director for
the period succeeding the date of his or her election.since then. The terms of all directors will expire at this Annual Meeting. No person, other thanannual meeting in May 2007. The Board of Directors expects all nominees named in this proxy statement to be available for election. If any nominee is not available, then the directors of Allstate acting solely in that capacity, is responsibleproxies may vote for the
naming of the nominees.a substitute.
Information as to each nominee follows. Unless otherwise indicated, each nominee has served for at least 5five years in the business position currently or most recently held.

NOMINEES FOR DIRECTOR

JAMES G. ANDRESS

LOGO President and Chief Executive Officer of Warner Chilcott
PLC, a pharmaceutical company, since November 1996. Mr.
Andress served as Co-Chief Executive Officer, Chief Operating
Officer and President of Information Resources, Inc. ("IRI"),
a market research and corporate software organization, from
May 1994 until September 1995. Previously, Mr. Andress had
served as Vice Chairman and Chief Executive Officer of IRI
from June 1993 until May 1994. Mr. Andress had also served as
President and Chief Executive Officer of IRI from May 1990
until June 1993. Mr. Andress is also a director of IRI; The
Liposome Company, Inc.; NeoRx Corporation; OptionCare, Inc.;
Sepracor, Inc.; and Xoma Corporation.

Member: Compensation and Nominating Committee.
Director since 1993. Age: 59.
Common shares: owned--1,837.
subject to option--500.

WARREN L. BATTS

Chairman and Chief Executive Officer of Tupperware
Corporation, a consumer products company, from June 1996
until his retirement in September 1997. He served as Chairman
and Chief Executive Officer of Premark International, Inc.
from September 1986 to June 1996
F. Duane Ackerman (Age 64)
Director since 1999

Chairman Emeritus of BellSouth Corporation, a communication services company, since 2007. Mr. Ackerman previously served as Chairman and Chief Executive Officer of BellSouth Corporation from 2005 through 2006 and as Chairman, President and Chief Executive Officer from 1998 until 2005.

James G. Andress (Age 68)
Director since 1993

Chairman and Chief Executive Officer of Warner Chilcott PLC, a pharmaceutical company, from February 1997 until his retirement in January 2000. Mr. Andress is also a director of Dade Behring, Inc., Sepracor, Inc., Warner Chilcott and Xoma Corporation.

Robert D. Beyer (Age 47)
Director since 2006

Chief Executive Officer of The TCW Group, Inc., an investment management firm, since 2005. Mr. Beyer previously served as President and Chief Investment Officer from 2000 until 2005 of Trust Company of the West, a subsidiary of The TCW Group, Inc. Mr. Beyer is also a director of The Kroger Co., The TCW Group, Inc. and Société Générale Asset Management, S.A.

W. James Farrell (Age 64)
Director since 1999

Chairman of Illinois Tool Works Inc., a manufacturer of highly engineered fasteners, components, assemblies and systems, from May 1996 until his retirement in May 2006. Mr. Farrell previously served as Chief Executive Officer of Illinois Tool Works Inc. from September 1995 until August 2005. He is also a director of Abbott Laboratories, 3M Company and UAL Corporation.

Jack M. Greenberg (Age 64)
Director since 2002

Chairman of The Western Union Company since September 2006. Chairman and Chief Executive Officer of McDonald's Corporation from May 1999 until his retirement in December 2002. Mr. Greenberg is also a director of Abbott Laboratories, Hasbro, Inc., Innerworkings, Inc., Manpower, Inc., as well as The Western Union Company.

Ronald T. LeMay (Age 61)
Director since 1999

Industrial Partner of Ripplewood Holdings, LLC, a private equity fund, since October 2003. Mr. LeMay also serves as Executive Chairman and as Chief Executive Officer of Last Mile Connections, Inc. since September 2005 and October 2006, respectively, and as Chairman of Aircell Corporation since July 2006. Last Mile Connections and Aircell are Ripplewood Holdings portfolio companies. Mr. LeMay is also Chairman of October Capital, a private investment company. Previously, Mr. LeMay served as Representative Executive Officer of Japan Telecom from November 2003 until the sale of the company in July 2004 and as President and Chief Operating Officer of Sprint Corporation from October 1997 until April 2003. He is also a director of Imation Corporation and Ceridian Corporation.

Edward M. Liddy (Age 61)
Director since 1999

Chairman of The Allstate Corporation since January 1999. Mr. Liddy previously served as Chief Executive Officer from January 1999 until December 2006, President from January 1995 until May 2005 and Chief Operating Officer from January 1995 until January 1999. Mr. Liddy is also a director of The Goldman Sachs Group, Inc. and 3M Company.

J. Christopher Reyes (Age 53)
Director since 2002

Chairman since January 1998 of Reyes Holdings, L.L.C. and its affiliates, a privately held food and beverage distributor. Mr. Reyes is also a director of Tribune Company and Wintrust Financial Corporation.

H. John Riley, Jr. (Age 66)
Director since 1998

Chairman of Cooper Industries Ltd., a diversified manufacturer of electrical products and tools and hardware, from April 1996 until his retirement in February 2006. Mr. Riley previously served as Chairman and Chief Executive Officer of Cooper Industries, Ltd., from April 1996 until May 2005 and Chairman, President and Chief Executive Officer of Cooper Industries Ltd., from April 1996 until August 2004. He is also a director of Baker Hughes, Inc.

Joshua I. Smith (Age 66)
Director since 1997

Chairman and Managing Partner since 1999 of The Coaching Group, a management consulting firm. As part of the consulting business of The Coaching Group, Mr. Smith was Vice Chairman and Chief Development Officer of iGate, Inc., a manufacturer of broadband convergence products for communications companies from June 2000 through April 2001. Previously, Mr. Smith had been Chairman and Chief Executive Officer of The MAXIMA Corporation, a provider of technology systems support services, from 1978 until 2000. He is also a director of Caterpillar, Inc. and Federal Express Corporation.

Judith A. Sprieser (Age 53)
Director since 1999

Chief Executive Officer of Transora, a technology software and services company from September 2000 until March 2005. Ms. Sprieser was Executive Vice President of Sara Lee Corporation from 1998 until 2000 and also served as its Chief Financial Officer from 1994 to 1998. She is also a director of InterContinentalExchange, Inc., Reckitt Benckiser plc, Royal Ahold NV and USG Corporation.

Mary Alice Taylor (Age 57)
Director since 2000

Mrs. Taylor currently is an active independent business executive. Previously Mrs. Taylor served as Chairman and Chief Executive Officer of HomeGrocer.com until her retirement in October 2000. Mrs. Taylor is also a director of Autodesk, Inc., Blue Nile, Inc. and Sabre Holdings Corporation.

Thomas J. Wilson (Age 49)
Director since 2006

President and Chief Executive Officer of Allstate since January 2007. Mr. Wilson previously served as President and Chief Operating Officer of Allstate Insurance Company from June 2005 until January 2007. Mr. Wilson also served as President of Allstate Protection from 2002 to 2006, and as Chairman and President of Allstate Financial from 1999 to 2002.

Item 2
Ratification of Appointment of
Independent Registered Public Accountant
The Audit Committee of the Board of Directors has recommended the selection and appointment of Premark International, Inc. until September
1997. He is also a director of Cooper Industries, Inc.;
Sears, Roebuck and Co.; and Sprint Corporation.

Chairman: Compensation and Nominating Committee.
Director since 1993. Age: 65.
Common shares: owned--8,175.
subject to option--500.
LOGO

EDWARD A. BRENNAN

LOGO
Chairman ofDeloitte & Touche LLP as Allstate's independent registered public accountant for 2007. The Board has approved the committee's recommendation. While not required, the Board is submitting the selection of Directors, President and Chief
Executive Officer of Sears, Roebuck and Co. from January 1986
until his retirementDeloitte & Touche LLP, upon the committee's recommendation, to the stockholders for ratification consistent with its long-standing practice. If the selection is not ratified by the stockholders, the committee may reconsider its selection. Even if the selection is ratified, the committee may, in August 1995. Mr. Brennan is alsoits discretion, appoint a director of AMR Corporation; Dean Foods Company; Minnesota
Mining and Manufacturing Company; Morgan Stanley Dean Witter,
Discover & Co.; The SABRE Group Holdings, Inc.; and Unicom
Corporation.

Member: Compensation and Nominating Committee.
Director since 1993. Age: 64.
Common shares: owned--210,505.
subject to option--500.

JERRY D. CHOATE

LOGO Chairman ofdifferent independent registered public accountant at any time during the Board and Chief Executive Officer of
Allstate since January 1, 1995. Mr. Choate was elected
President and Chief Executive Officeryear if the committee determines a change would be in the best interests of Allstate and a
member of the Board of Directors on August 10, 1994.
Previously, and since 1989, he served as Senior Executive
Vice President of Allstate Insurance Company ("AIC") and as
President of AIC's personal property and casualty business
unit.

Director since 1994. Age: 59.
Common shares: owned--41,377.
subject to option--454,082.

JAMES M. DENNY

LOGO Managing Director of William Blair Capital Partners, a
private equity fund, since September 1995. Mr. Denny served
as Vice Chairman of Sears, Roebuck and Co. from February 1992
until his retirement in August 1995. He is also a director of
Astra AB; ChoicePoint, Inc.; GATX Corporation; Gilead
Sciences, Inc.; and Northwestern Memorial Corporation.

Member: Audit Committee.
Director since 1993. Age: 65.
Common shares: owned--86,298.
subject to option--500.

MICHAEL A. MILES

LOGO Mr. Miles is Special Limited Partner of Forstmann Little &
Co., an investment banking company. Mr. Miles served as
Chairman of the Board and Chief Executive Officer of Philip
Morris Companies Inc. from September 1991 until his
retirement in July 1994. He is also a director of Morgan
Stanley Dean Witter, Discover & Co.; Dell Computer
Corporation; Sears, Roebuck and Co.; and Time Warner Inc.

Member: Audit Committee.
Director since 1995. Age: 58.
Common Shares: owned--10,249.
subject to option--500.

JOSHUA I. SMITH

Chairman and Chief Executive Officer of The MAXIMA
Corporation, a company engaged in technology systems support
services. Mr. Smith is also a director of Caterpillar, Inc.;
Federal Express Corporation; and Inland Steel Industries,
Inc.

Member: Audit Committee
Director since 1997. Age: 56.
Common Shares: owned--750.
subject to option--125.
LOGO

MARY ALICE TAYLOR

LOGO
Corporate Executive Vice President--Global Operations &
Technology of Citicorp since January 1998. Previously, Ms.
Taylor had served as Executive Vice President--Operations of
Citicorp since January 1997. She had served as Senior Vice
President--United States and Canada, of Federal Express
Corporation from September 1994 to January 1997. Prior to
that she served as Senior Vice President--Central Support
Services of Federal Express from September 1991 until
September 1994. Ms. Taylor is also a director of Autodesk,
Inc.; and Perrigo Company.

Member: Audit Committee.
Director since March 1996. Age: 47.
Common shares: owned--1,551.
subject to option--500.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as to shares of voting
stock of Allstate beneficially owned by each director and nominee, each
executive officer named in the Summary Compensation Table, and by all executive
officers and directors of Allstate as a group. Shares reported include shares
held as nontransferable restricted shares awarded under Allstate's employee
benefit plans and subject to forfeiture under certain circumstances, and shares
subject to stock options exercisable on or prior to April 1, 1998. The
percentage of Allstate shares beneficially owned by any Allstate director or
nominee or by all directors and officers of Allstate as a group does not exceed
1%. Unless indicated otherwise in the footnotes below, all shares are directly
owned as of January 31, 1998.

AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF
ALLSTATE SHARES
NAME (A)
---- -----------------

James G. Andress 2,337
Warren L. Batts 8,675
Edward A. Brennan 211,005
Jerry D. Choate 495,659(b)
James M. Denny 86,798
Michael A. Miles 10,749
Joshua I. Smith 875
Mary A. Taylor 2,051
Robert W. Gary 112,743(c)
Edward M. Liddy 439,968(d)
Louis G. Lower, II 180,992(e)
Casey J. Sylla 52,079(f)
All directors and executive
officers as a group 2,343,661(g)

- ---------
(a) Each of the totals for Messrs. Andress, Batts, Brennan, Denny and Miles and
for Ms. Taylor include 500 Allstate shares subject to option, and the total
for Mr. Smith includes 125 Allstate shares subject to option.
(b) Includes 454,082 Allstate shares subject to option.
(c) Includes 98,033 Allstate shares subject to option.
(d) Includes 340,185 Allstate shares subject to option.
(e) Includes 166,760 Allstate shares subject to option.
(f) Includes 47,460 Allstate shares subject to option.
(g) Includes 1,727,432 Allstate shares subject to option.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
-------- -------------------------- ----------------------- --------

Common FMR Corporation
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109-3614 44,643,136(a) 10.5%
Common The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60675 25,714,916(b) 6.1%

- ---------
(a) Information is as of December 31, 1997, and is based on information in Form
13G filed by FMR Corporation and its two controlling stockholders, Edward
C. Johnson 3d and Abigail P. Johnson (collectively, the "Group"), on
February 10, 1998. Includes 44,640,356 shares over which each member of the
Group has sole dispositive power and 2,780 shares over which FMR
Corporation and Edward C. Johnson 3d have shared voting and dispositive
power. FMR Corporation also has sole voting power over 3,194,426 of the
shares reported as beneficially owned and Edward C. Johnson 3d has sole
voting power over 3,817 of the shares reported as beneficially owned.
(b) As of February 13, 1998. The Northern Trust Company holds the shares as
trustee on behalf of participants in the Profit Sharing Plan. Beneficial
ownership may under certain circumstances include both voting power and
investment power. Information is provided for reporting purposes only and
should not be construed as an admission of actual beneficial ownership.

Further Information Concerning the Board of Directors
-------------------------------------------------------------------

The Board of Directors held 5 meetings during 1997. Each director attended at
least 75% of the Board meetings and meetings of committees of which he or she
is a member. The standing committees of the Board of Directors and the number
of meetings held by each such committee in 1997 were as follows:

NUMBER OF MEETINGS
COMMITTEE NAME HELD DURING 1997
-------------- ------------------

Audit Committee 4
Compensation and Nominating Com-
mittee 6

The Compensation and Nominating Committee. The Compensation and Nominating
Committee recommends nominees for election to the Board of Directors, to other
committees of the Board and to fill certain officer positions. The Committee
will consider a nominee for election to the Board recommended by a stockholder
if the stockholder submits the recommendation to the Committee. Stockholders
may submit such recommendations by addressing a letter to the Chairman of the
Compensation and Nominating Committee, The Allstate Corporation, 2775 Sanders
Road, Suite F8, Northbrook, Illinois 60062.

Under Allstate's By-Laws, if a stockholder wants to nominate a person for
election to the Board at Allstate's annual meeting, the stockholder must
provide advance notice to Allstate in order to place such person into
nomination. Notice of stockholder nominations for election at the 1999 annual
meeting must be received by the Secretary, The Allstate Corporation, 2775
Sanders Road, Suite F8, Northbrook, Illinois 60062, no earlier than January 19,
1999 and no later than February 18, 1999. The notice must set forth the name,
age, principal occupation, number of shares of Allstate stock beneficially
owned, and the business and residence addresses of both the proposed nominee
and the stockholder proposing to make the nomination. A copy of these By-Law
provisions is available upon request from the Secretary of Allstate.

The Compensation and Nominating Committee also administers Allstate's
executive compensation and benefit plans, and makes recommendations to the
Board of Directors concerning the proxy statement and form of proxy, plans for
the annual meeting and policies for stockholder voting.

The Audit Committee.stockholders.
The Audit Committee reviews Allstate'shas adopted a Policy Regarding Pre-Approval of Independent Auditors' Services. The Policy is attached as Appendix B to this Notice of Annual Meeting and Proxy Statement. One hundred percent of the services provided by Deloitte & Touche LLP in 2006 and 2005 were pre-approved by the committee.
The following fees have been, or are anticipated to be, billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for professional services rendered to Allstate for the fiscal years ending December 31, 2006 and December 31, 2005.
2006 2005
Audit Fees⁽¹⁾ $ 8,945,745 $ 8,806,927
Audit Related Fees⁽²⁾ $ 417,420 $ 274,723
Tax Fees⁽³⁾ $ 5,900 $ 60,900
All Other Fees $ — $ —
Total Fees $ 9,369,065 $ 9,142,550
(1)
Fees for audits of annual financial statements, and otherreviews of quarterly financial information included in or incorporated by
reference in Allstate's Proxy Statement, 10-Kstatements, statutory audits, attest services, comfort letters, consents and annual report to
stockholders. The Committee reviews recommendations by the independent auditors
and internal auditors on

accounting methods and internal controls. The Committee makes recommendations
to the Board on the scope of audits. The Committee reviews reports by the
independent public accountants and internal auditors on compliance by
management with laws and with Allstate's business conduct and ethics policies.
The Committee may conduct independent inquiries. The Committee recommends to
the Board the appointment of independent auditors.

Directors' Compensation and Benefits
-------------------------------------------------------------------

The following table lists the compensation and benefits provided in 1997 to
directors who are not employees of Allstate or its affiliates ("non-employee
directors"):

NON-EMPLOYEE DIRECTORS' COMPENSATION AND BENEFITS
- --------------------------------------------------------------------------------

CASH
COMPENSATION EQUITY COMPENSATION
---------------- ------------------------
GRANT OF STOCK OPTION
ANNUAL ALLSTATE FOR ALLSTATE
RETAINER FEE (A) SHARES (B) SHARES (C)
---------------- ---------- ------------

Board Membership $25,000 500 shares 1,500 shares
Committee Chairmen:
Audit and Compensation and Nominat-
ing Committees $ 5,000
Committee Members:
Audit and Compensation and Nominat-
ing Committees -0-

---------
(a) Under Allstate's Deferred Compensation Plan for Directors, directors may
elect to defer directors' fees to an account which generates earnings
based on:
1. The market value of and dividends on Allstate's common shares ("common
share equivalents").
2. The average interest rate payable on 90 day dealer commercial paper.
3. Standard & Poor's 500 Composite Stock Price Index (with dividends
reinvested).
4. A money market fund.
No director has voting or investment powers in common share equivalents,
which are payable solely in cash. Subject to certain restrictions,
amounts deferred under the plan (together with earnings thereon) may be
transferred between accounts and are distributed in a lump sum or over a
period not to exceed ten years.
(b) Granted each December 1 under the Equity Incentive Plan for Non-
Employee Directors (the "Equity Plan") and subject to restrictions on
transfer until the earliest of 6 months after grant, death or
disability or termination of service. Grants are accompanied by cash
payment to offset the increase in the director's federal, state and
local tax liabilities (assuming the maximum prevailing individual tax
rates) resulting from the grant of shares.
(c) Granted each June 1 at exercise prices equal to 100% of value on the
date of grant. The options become exercisable in 3 equal annual
installments, expire 10 years after grant, and permit the optionee to
exchange owned shares or to have option shares withheld to satisfy
all or part of the exercise price. The options also include a
"reload" feature which gives the optionee the right to purchase for
the remaining term of the original grant the same number of shares
tendered in payment of the exercise price at a price equal to the
fair market value on the exercise date. The vested portion of options
may be transferred to any immediate family member or to a trust for
the benefit of an immediate family member.

Executive Compensation

-------------------------------------------------------------------

The following Summary Compensation Table sets forth information on
compensation earned in 1995, 1996 and 1997 by Mr. Choate and by each of the
four most highly compensated executive officers (the "Named Executives") of
Allstate, Allstate Insurance Company ("AIC"), AIC's property and casualty
business unit ("PP&C"), and Allstate Life Insurance Company ("ALIC"):

SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ ---------------------------------
AWARDS PAYOUTS
----------------------- ---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
------------------ ---- ------- --------- ------------ ---------- ------------ --------- ------------

Jerry D. Choate 1997 836,667 1,882,500 9,623 999,954 72,427 1,206,188 8,000
(Chairman and Chief 1996 770,000 405,713 5,684 -0- 39,615 -0- 5,250
Executive Officer) 1995 700,000 757,969 8,288 -0- 326,277 520,635 5,250
Robert W. Gary 1997 414,667 544,251 13,270 315,053 26,381 512,204 8,000
(President of PP&C) 1996 391,500 188,243 9,848 -0- 16,887 -0- 5,250
1995 353,167 321,575 9,713 -0- 101,760 20,126 5,250
Edward M. Liddy 1997 709,167 1,595,625 306,765 849,912 88,976 1,027,032 8,000
(President and Chief 1996 655,000 345,120 2,767 -0- 33,699 -0- 5,250
Operating Officer) 1995 600,000 649,688 6,854 -0- 170,328 226,173 5,250
Louis G. Lower, II 1997 453,225 500,000 22,933 280,589 25,914 570,068 8,000
(President of ALIC) 1996 436,800 246,781 10,246 -0- 18,258 -0- 5,250
1995 416,000 286,650 17,044 -0- 89,359 411,122 5,250
Casey J. Sylla 1997 364,000 636,618 3,106 239,510 18,192 373,013 8,000
(Senior Vice President 1996 353,500 228,829 649 -0- 12,378 -0- 5,206
and Chief Investment 1995 151,389 176,738 -0- -0- 65,000 -0- -0-
Officer of AIC)

---------
(1) Payments under Allstate's Annual Executive Incentive Compensation Plan.
(2) The amount attributed to Mr. Liddy in 1997 represents principally
income tax benefit rights payments under stock options granted to Mr.
Liddy by Sears, Roebuck and Co. and assumed by Allstate when it was
spun off from Sears on June 30, 1995. The remainder of the amounts for
each of the Named Executives represent tax gross-up payments
attributable to income taxes payable on certain travel benefits, tax
return preparation fees and brokerage fees.
(3) On December 31, 1997, the Named Executives held the following shares of
restricted Allstate Common Stock valued at December 31, 1997 closing
price of $90.50 per share:

NAMED EXECUTIVE # OF SHARES 12/31/97 MARKET VALUE
--------------- ----------- ---------------------

J. Choate 13,089 $1,184,555
R. Gary 4,525 409,513
E. Liddy 12,207 1,104,734
L. Lower 4,030 364,715
C. Sylla 3,440 311,320

(4) These awards are set forth below in detail in the table titled
"Option/SAR Grants in Last Fiscal Year."
(5) Payments under Allstate's Long-Term Executive Incentive Compensation
Plan.
(6) Each of the Named Executives participated in the Profit Sharing Plan, a
qualified defined contribution plan sponsored by Allstate. The amounts
shown represents the value of the 1995, 1996 and 1997 allocations to
each Named Executive's account derived from employer contributions to
the Profit Sharing Plan and to its predecessor, The Savings and Profit
Sharing Fund of Sears Employees.

Stock Options
-------------------------------------------------------------------

The following table is a summary of all Allstate stock options granted to the
Named Executives during 1997. Individual grants are listed separately for each
Named Executive. In addition, this table shows the potential gain that could be
realized if the fair market value of Allstate's common shares were not to
appreciate, or were to appreciate at either a 5% or 10% annual rate over the
period of the option term:

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
--------------------------------------------------------------- RATES OF STOCK PRICE
NUMBER OF APPRECIATION FOR OPTION
SECURITIES % OF TOTAL OPTIONS/SARS EXERCISE TERM
UNDERLYING GRANTED TO ALL OR BASE EXPIRATION -----------------------
NAME OPTIONS/SARS(1) EMPLOYEES IN 1997 PRICE ($/SH) DATE 0% 5%($) 10%($)
---- --------------- ----------------------- ------------ ---------- --- --------- ---------

Jerry D. Choate 2,117(2) 0.16 64.50 01/31/03 -0- 46,659 105,923
5,663(2) 0.44 64.50 07/06/05 -0- 186,432 452,183
64,647 4.97 73.28 08/14/07 -0- 2,979,283 7,550,087
Robert W. Gary 482(2) 0.04 61.38 01/31/03 -0- 9,619 21,690
22,824 1.75 73.28 08/14/07 -0- 1,051,853 2,665,602
3,075(2) 0.24 82.81 08/15/06 -0- 136,555 334,452
Edward M. Liddy 3,261(2) 0.25 62.19 01/31/03 -0- 69,481 157,790
5,309(2) 0.41 62.19 01/29/04 -0- 135,157 315,254
8,930(2) 0.69 62.19 01/31/05 -0- 266,695 639,460
54,759 4.21 73.28 08/14/07 -0- 2,523,590 6,395,273
16,717(2) 1.28 83.16 10/30/07 -0- 874,280 2,215,598
Louis G. Lower, II 25,914 1.99 73.28 08/14/07 -0- 1,194,257 3,026,482
Casey J. Sylla 18,192 1.40 73.28 08/14/07 -0- 838,386 2,124,634

OPTION/SAR GRANTS IN 1997
- --------------------------------------------------------------------------------
---------
(1) These options are exercisable in three equal annual installments, were
granted with an exercise price equal to or higher than the fair market
value of Allstate's common shares on the date of grant, expire ten
years from the date of grant, and include tax withholding rights and a
"reload" feature. Tax withholding rights permit the optionee to elect
to have shares withheld to satisfy federal, state and local tax
withholding requirements. The reload feature permits payment of the
exercise price by tendering Allstate common stock, which in turn gives
the optionee the right to purchase the same number of shares tendered,
at a price equal to the fair market value on the exercise date. The
options permit the optionee to exchange shares owned or to have option
shares withheld to satisfy all or part of the exercise price. The
vested portions of all the options may be transferred to any immediate
family member or to a trust for the benefit of an immediate family
member.
(2) Options granted to replace shares tendered in exercise of options,
under the reload feature.

The following table shows Company stock options that were exercised during
1997 and the number of shares and the value of grants outstanding as of
December 31, 1997 for each Named Executive:

AGGREGATED OPTION/SAR EXERCISES IN 1997 AND 12/31/97 OPTION/SAR VALUES
- --------------------------------------------------------------------------------

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES 12/31/97(#) AT 12/31/97($)(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------

Jerry D. Choate 23,175 992,949 427,769 207,596 27,427,790 9,156,708
Robert W. Gary 13,353 632,697 89,113 71,559 5,519,882 3,020,277
Edward M. Liddy 174,328 10,030,400 314,021 168,218 20,829,095 6,085,418
Louis G. Lower, II -0- -0- 155,307 67,872 10,285,786 2,841,058
Casey J. Sylla -0- -0- 47,460 48,110 2,791,942 1,989,229

---------
(1) Value is based on the closing price of Company common stock ($90.50) on
December 31, 1997, minus the exercise price.

Long-Term Executive Incentive Compensation Plan--
Awards in 1997
-------------------------------------------------------------------

The following table shows the threshold, target and maximum long term cash
incentive award opportunities for the Named Executives for the performance
cycle 1997 through 1999. Any awards would be payable in March 2000 based on
actual financial performance results for the three year period:

ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED
NUMBER OF PERFORMANCE OR PLANS ($)(B)
SHARES, UNITS OR OTHER PERIOD -----------------------------
NAME OTHER RIGHTS ($)(A) UNTIL PAYOUT THRESHOLD TARGET MAXIMUM
---- ------------------- -------------- --------- --------- -------

Jerry D.
Choate 1,020,000 1/1/97-12/31/99 255,000 1,020,000 2,677,500
Robert W.
Gary 404,000 1/1/97-12/31/99 101,000 404,000 1,060,500
Edward M.
Liddy 864,000 1/1/97-12/31/99 216,000 864,000 2,268,000
Louis G.
Lower, II 458,700 1/1/97-12/31/99 114,675 458,700 1,204,088
Casey J.
Sylla 291,200 1/1/97-12/31/99 72,800 291,200 764,400

---------
(a) Awards represent a cash incentive.
(b) Target awards are set for participants at the beginning of each cycle
based on a percentage of aggregate salary during the cycle. Actual
awards are based on a percentage of each participant's actual base
salary earned during the cycle. In years in which performance cycles
overlap, 50% of participants' salary are applied to each cycle. The
performance goal for the 1997-1999 cycle is based solely on return on
average equity which is subject to increase or decrease of up to 50%,
depending on the relative performance of Allstate with respect to its
goal as compared with the performance of an identified peer group of
large insurance companies with respect to the goal.

Pension Plans
-------------------------------------------------------------------

The following table indicates the estimated total annual benefits payable
upon retirement to the Named Executives under the specified compensation and
years of service classifications, pursuant to the combined current benefit
formulas of the AIC Retirement Plan and the unfunded Supplemental Retirement
Income Plan (the "Excess Benefits Plan.") The Excess Benefits Plan will pay the
portion of the benefits shown below which exceeds Internal Revenue Code limits
or is based on compensation in excess of Internal Revenue Code limits. Benefits
are computed on the basis of a participant's years of credited service
(generally, limited to 28) and average annual compensation over the
participant's highest five successive calendar years of earnings out of the 10
years immediately preceding retirement. Only annual salary and annual bonus
amounts as reflected in the Summary Compensation Table are considered annual
compensation in determining retirement benefits. As of December 31, 1997,
Messrs. Choate, Gary, Lower and Sylla had 36, 36, 21 and 2 full years of
service, respectively, with Allstate; and Mr. Liddy had 10 full years of
combined Allstate/Sears service. As a result of Mr. Liddy's prior Sears
service, a portion of his retirement benefit will be paid from the Sears Plan.

Annual retirement benefits are generally payable monthly, and benefits
accrued from January 1, 1978 through December 31, 1988 are reduced by a portion
of a participant's estimated social security benefits. Effective January 1,
1989 the retirement benefit calculation was integrated with the employees'
social security wage base. Benefits shown below are based on retirement at age
65 and selection of a straight life annuity:

PENSION PLAN TABLE
- --------------------------------------------------------------------------------

YEARS OF SERVICE
--------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ ---------- ---------- ---------- ---------- ----------

$1,000,000 $ 327,000 $ 436,000 $ 545,000 $ 610,000 $ 610,000
- --------------------------------------------------------------------------------
$1,500,000 $ 492,000 $ 656,000 $ 820,000 $ 918,000 $ 918,000
- --------------------------------------------------------------------------------
$2,000,000 $ 657,000 $ 876,000 $1,095,000 $1,226,000 $1,226,000
- --------------------------------------------------------------------------------
$2,500,000 $ 822,000 $1,096,000 $1,370,000 $1,534,000 $1,534,000
- --------------------------------------------------------------------------------
$3,300,000 $1,086,000 $1,448,000 $1,810,000 $2,027,000 $2,027,000

Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
-------------------------------------------------------------------

AIC has agreed to provide Mr. Sylla or his beneficiary a basic retirement or
death benefit if his employment is terminated within 5 years of July 26, 1995
(Mr. Sylla's date of hire) for any reason other than termination pursuant to
AIC's written policy. The amount of the benefit would be calculated under the
Allstate retirement plan, assuming Mr. Sylla had 5 years of service under the
plan, and would be reduced by Mr. Sylla's actual years of service. The
agreement terminates no later than July 26, 2000.

In general, (i) Allstate may terminate options granted under Allstate's
Employees Replacement Stock Plan in the event of an "extraordinary corporate
transaction" (a merger, consolidation, reorganization, sale or exchange of
substantially all assets, or dissolution of Allstate). In the case of certain
options affected by an extraordinary corporate transaction, the Board may
provide adjustments to the optionee, and in the case of certain other options
which have been outstanding for at least six months Allstate is required to
make adjustments by one of the following means: (a) acceleration of all
outstanding rights prior to the extraordinary corporate transaction, (b)
appropriate and equitable provision for the continuation and adjustment of all
outstanding rights, or (c) payment in cash of the value of all outstanding
rights.

In the event of a "change in control" of Allstate, all rights under certain
options under the Employees Replacement Stock Plan which have been outstanding
for at least six months will immediately become exercisable. A change in
control means, in general, any acquisition of 20% or more of Allstate's
outstanding common shares, a change in the majority of the directors of
Allstate which is not approved by a majority of the incumbent directors, or
approval by the stockholders of an extraordinary corporate transaction. In
addition, some options granted under Allstate's Employees Replacement Stock
Plan include limited stock appreciation rights exercisable during the period of
sixty days following a change in control of Allstate (but not less than six
months after the date of grant).

CERTAIN TRANSACTIONS

The Northern Trust Company maintains banking relationships, including credit
lines, with Allstate and various of its subsidiaries, in addition to performing
services for the Profit Sharing Plan. In 1997, revenues received by Northern
Trust for cash management activities, trustee, custodian, credit lines and
other services for all such entities were approximately $934,300.

Report of the Compensation and Nominating Committee
-------------------------------------------------------------------

Allstate's Compensation and Nominating Committee, which is composed entirely
of independent, non-employee directors, administers Allstate's executive
compensation program. The purposes of the program are to:

. Link executives' goals with stockholders' interests.
. Attract and retain talented management.
. Reward annual and long-term performance

In 1996 the Committee created stock ownership goals for executives at the
vice president level and above. The goals are for these executives to own
within five years common stock worth a multiple of base salary, ranging from
one times salary to up to three times salary for the Chairman and Chief
Executive Officer and the President and Chief Operating Officer. In 1997 the
Committee weighted the compensation opportunities for executive officers,
including each of the Named Executives, more heavily towards compensation
payable upon the attainment of specified performance objectives and
compensation in the form of Allstate common stock.

TYPES OF COMPENSATION

Allstate executives can receive three types of compensation:

. Annual cash compensation. This includes base salary and annual incentive
awards. The incentive awards are made only if performance targets for the
year under Allstate's Annual Executive Incentive Compensation Plan are
met or exceeded.

. Long-term cash compensation. Incentive awards which are paid only if
performance targets over a 3-year period under Allstate's Long-Term
Executive Incentive Compensation Plan are met or exceeded.

. Long-term equity compensation. This includes stock options and other
long-term incentive awards based on common stock. The value of these
awards depends on Allstate's performance and future stock value.

ANNUAL COMPENSATION

Base Salary

The Committee fixes base salaries of Allstate executives at a level designed
to be competitive in the U.S. insurance industry. The Committee reviews at
least annually a report based on data prepared by independent compensation
consultants comparing Allstate's base salary levels for its executives with
base salaries paid to executives in comparable positions at other large U.S.
public insurance companies (the "Peer Group"). The Committee attempts to set
Allstate base salaries at the median level of the Peer Group.

Annual Incentive Compensation Plan Opportunities

The Annual Plan is designed to provide participants, including each of the
Named Executives, with a potential cash award based on the achievement of
annual performance objectives. These objectives are approved by the Committee
prior to the end of the first quarter of the performance year. Threshold,
target and maximum benchmarks are set for each performance objective. Each
participant's award opportunity is based on that individual's potential
contribution to the achievement of a particular performance objective and is
stated as a specified percentage of base salary for the year. No award is
payable with respect to a performance objective if the threshold level of
performance is not attained. No award is payable to any participant if Allstate
sustains a net loss for the year, and awards for all participants are reduced
by 50% if Allstate's return on average equity for the year is less than the
rate of return on 10-year U.S. Treasury notes.

Payment of awards is made in March of the following year, after the Committee
has certified attainment of the performance objectives in the Annual Plan. The
Committee has the authority to adjust the amount of awards, but has no
authority to increase an award payable under the terms of the Plan for any year
to the Chief Executive Officer or to any of the other Named Executives.

Award opportunities under the 1997 Plan for Messrs. Choate and Liddy were
based on Allstate's degree of achievement of targeted amounts of 1997 operating
earnings per share (the "Allstate Goal"). The 1997 performance goals for each
of the other Named Executives and for other participants were based 50% on the
Allstate Goal and 50% on one or more performance objectives for business units
related to a participant's job responsibilities. In 1997 the maximum level of
the Allstate Goal was achieved and business unit performance objectives on
average reached the target level of achievement. The amounts of 1997 Annual
Plan awards for the Named Executives are included under the "Bonus" column of
the Summary Compensation Table.

LONG-TERM COMPENSATION

Long-Term Incentive Compensation Plan Opportunities

The Long Term Plan provides award opportunities for Allstate's executive
officers, including each of the Named Executives, based on achievement of
Allstate performance objectives over a three year period. The performance
objectives for each cycle are established by the Committee at the beginning of
the cycle. Threshold, target and maximum levels of performance are established
on which individual award opportunities are based, stated as a specified
percentage of aggregate base salary over the period. A new cycle commences
every two years. In years in which performance cycles overlap, 50% of
participants' salaries are applied to each cycle. The awards based on
Allstate's performance objectives will be increased or decreased by up to 50%,
depending on the performance of Allstate in relation to the performance of the
Peer Group toward the same objective over the same period. The Committee must
certify in writing that the goals have been met before awards may be paid.
Awards are payable in March of the year following the end of the cycle.

The current completed cycle under the Long Term Plan covers the years 1995-
1997 and the performance objectives for all participants, including each of the
Named Executives, for this cycle were based upon (i) Company achievement of a
specified return on average equity over the 1995-1997 period, and (ii)
Allstate's return on average equity over this period compared with the return
on average equity of the Peer Group over the same period. The maximum level of
1995-1997 Long Term Plan payout was achieved based on the degree of achievement
of each of these goals. Payments to each of the Named Executives under the
1995-1997 Long Term Plan are set forth under the "LTIP Payouts" column of the
Summary Compensation Table.

Equity Incentive Plan Opportunities

The Equity Incentive Plan provides for the grant of stock options and
restricted or unrestricted common stock of Allstate to plan participants.

After a review of Allstate's financial performance in 1996 and the financial
performance of its insurance competition and other non-insurance corporations
of size similar to Allstate's, on April 25, 1997 the Committee made grants of
restricted stock to each of its elected officers, including each of the Named
Executives. The amount of each restricted stock grant was based partly on each
officer's Annual Plan award for 1996 and partly on the Committee's judgment as
to the impact which the officer's achievements in 1996 had on Allstate's 1996
financial performance. No particular weight was assigned to either factor.

Stock options were granted under the Equity Incentive Plan on August 14, 1997
to a number of key employees of Allstate and its subsidiaries, including each
of the Named Executives. The size of each grant to a Named Executive was
determined based on a target stock option incentive opportunity, expressed as a
percentage of base salary. All stock option grants under this plan have been
made in the form of nonqualified stock options at exercise prices equal to 100%
of the fair market value of Allstate's common stock on the date of grant.
Options which have been granted are not fully exercisable until 3 years after
the date of grant, and expire in 10 years. The vested portions of options may
be transferred to family members or to trusts for the benefit of family
members.

CHIEF EXECUTIVE OFFICER COMPENSATION

Approximately 24% of Mr. Choate's total compensation opportunity is base
salary. The remaining 76% is variable compensation that is at risk and tied to
Allstate's business results.

Mr. Choate's base salary was increased by 10% from $770,000 to $850,000 in
March 1997. In determining this increase the Committee reviewed the levels of
base salaries paid in 1996 to chief executives of similarly sized members of
the Peer Group and considered Mr. Choate's individual performance and
Allstate's financial performance in 1996. No particular weight was applied to
any of these factors.

Mr. Choate's 1997 Annual Plan award and 1995-1997 Long Term Plan award were
based on Allstate's achievement of maximum levels of performance objectives set
forth in each plan.

Mr. Choate received an award of restricted common stock under Allstate's
Equity Incentive Plan on April 25, 1997 for 14,362 shares, of which 1,273
shares became unrestricted on December 31, 1997, and the remaining 13,089
shares will become unrestricted on April 1, 1998. The amount of Mr. Choate's
restricted stock award was based on the Committee's judgment as to the impact
of Mr. Choate's performance on achievement of Allstate's 1996 financial goals.

Mr. Choate received a stock option under Allstate's Equity Incentive Plan on
August 14, 1997 for 64,647 shares of Company common stock. The amount of the
grant was determined under a Black-Scholes valuation formula to be equal to a
specified percentage of Mr. Choate's 1997 base salary. Details of Mr. Choate's
grant, and those of all the Named Executives, are disclosed in the Option/SAR
Grants in 1997 Table.

Mr. Choate's 1997 base salary, Annual Plan award, Long Term Plan award,
restricted stock grant and stock option grant follow the policies and plan
provisions described in this report. Amounts paid and granted under these
policies and plans are disclosed in the Summary Compensation Table.

LIMIT ON TAX DEDUCTIBLE COMPENSATION

The Internal Revenue Code limits to $1,000,000 the deductibility for any year
of compensation paid by a public corporation such as Allstate to its chief
executive officer or to any of its next four most highly compensated executive
officers. The Committee intends to continue to utilize performance-based
compensation in order to minimize the effect of the limits imposed by Section
162(m) of the Internal Revenue Code, and seeks to assure the maximum tax
deductibility of all compensation it authorizes. However, the Committee
believes that its primary responsibility is to provide a compensation program
that will attract, retain and reward the executive talent necessary to
Allstate's success. Consequently, the Committee recognizes that the loss of a
tax deduction may be unavoidable in some circumstances.

COMPENSATION AND NOMINATING COMMITTEE

Warren L. Batts (Chairman) Edward A. Brennan
James G. Andress

PERFORMANCE GRAPH

The following performance graph compares the performance of Allstate's common
stock since its initial public offering on June 2, 1993 through December 31,
1997documents filed with the performance of the S&P 500 index and the S&P Property-Casualty
Insurance Index. The graph plots the changes in value of an initial $100
investment over the indicated time periods, assuming all dividends are
reinvested quarterly.

COMPARISON OF TOTAL RETURN
JUNE 2, 1993 TO DECEMBER 31, 1997
ALLSTATE V. PUBLISHED INDICES

LOGO

6/2/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
------ -------- -------- -------- -------- --------

Allstate 100.00 110.55 91.72 162.65 233.09 369.28
S&P 500 100.00 104.95 106.34 146.16 179.72 239.66
S&P Prop./Cas. 100.00 94.66 96.89 131.09 160.06 228.26

Compensation Committee Interlocks and Insider Participation
-------------------------------------------------------------------

During 1997, Allstate's Compensation and Nominating Committee consisted of
Warren L. Batts, Chairman, James G. Andress, Edward A. Brennan and Christopher
F. Edley. Mr. Edley retired from the Committee and the Board of Directors on
January 1, 1998. There were no committee interlocks with other companies in
1997 within the meaning of the Securities and Exchange Commission's proxy
rules.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------------------

, a director of the Company, made a late filing of an amended
Form 3 report required by Section 16(a) of the Securities Exchange Act of 1934,Commission.

(2)
Audit Related Fees relate to report an additional 100 shares receivedprofessional services such as part of the special dividend in
connection with the spin off ofaccounting consultations relating to new accounting standards, due diligence assistance and audits and other attest services for non-consolidated entities (i.e. employee benefit plans, various trusts, The Allstate from Sears, RoebuckFoundation, etc.) and Co.

Item 2: Approval of Auditors
-------------------------------------------------------------------

Item 2 concerns the recommendation of the Audit Committee and the Board of
Directors that Deloitte & Touche LLP be appointed auditors for 1998, which is
being presented to stockholders for approval.are set forth below.

2006 2005
Due Diligence $ – $ 11,530
Audits and other Attest Services for Non-consolidated Entities $ 381,770 $ 229,568
Other $ 35,560 $ 33,625
Audit Related Fees $ 417,420 $ 274,723

(3) Tax fees include income tax return preparation and compliance.
Representatives of Deloitte & Touche LLP will be present at the meeting, will be available to respond to questions and may make a statement if they so desire.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS AUDITORS FOR 1998 AS PROPOSED IN ITEM 2.

Item 3: Increase in Number of Authorized Shares of Common Stock from
1,000,000,000 to 2,000,000,000
-------------------------------------------------------------------

The Audit Committee and the Board of Directors has unanimously adopted a resolution to amend ARTICLE
FOURTH of Allstate's Restated Certificate of Incorporation (the "Certificate
Amendment") to increaserecommend that stockholders votefor the number of shares of stock that the Company is
authorized to issue from 1,025,000,000 (1,000,000,000 shares of common stock
and 25,000,000 shares of various classes of preferred stock) to 2,025,000,000
(2,000,000,000 shares of common stock and 25,000,000 shares of various classes
of preferred stock). The full textratification of the first paragraphappointment of ARTICLE FOURTH ofDeloitte & Touche LLP as Allstate's independent registered public accountant for 2007 as proposed.

Item 3
Approve the Certificate of Incorporation reflecting the proposed Certificate Amendment
is set forth below:

"The total number of shares which the corporation shall have authority to
issue shall be 2,025,000,000, divided into two classes, namely: 25,000,000
shares of Preferred Stock, par value $1.00 per share ("Preferred Stock"), and
2,000,000,000 shares of Common Stock, par value $.01 per share ("Common
Stock")."

If the proposed Amendment is adopted by the stockholders, Allstate plans to
file a Certificate of Amendment Amendments
to the Restated Certificate of Incorporation to Eliminate the
Supermajority Vote Requirements
In furtherance of our continuing review of corporate governance matters, and after careful consideration and upon recommendation by the Nominating and Governance Committee, we have concluded that is advisable and in the best interests of the Corporation and its stockholders to propose amendments to the Corporation's Restated Certificate of Incorporation to eliminate the supermajority voting provisions and to request the stockholder approval of the proposed amendments.
A stockholder proposal was presented in last year's proxy statement that sought the elimination of the supermajority voting provisions from the Corporation's governing documents. That proposal received a high level of support from our stockholders. As part of our regular triennial review of the Corporation's structural defenses, we engaged in a thorough analysis of the need to retain the supermajority voting provisions in our Bylaws and certificate of incorporation in light of the strong stockholder sentiment expressed in last year's vote. We recognize that the supermajority voting provisions (provisions that require the affirmative vote of at least 66 ²/3% of the outstanding shares) can limit the ability of a majority of stockholders at any particular time to effect change and that a lower threshold for stockholder votes can increase stockholders' ability to participate effectively in corporate governance. After careful consideration, we deemed it advisable to recommend that the stockholders approve the following amendments to the Corporation's Restated Certificate of Incorporation.
Elimination of the Supermajority Voting Provisions for Stockholder Adoption, Amendment or Repeal of Bylaws
Article Sixth of the Restated Certificate of Incorporation currently provides that the bylaws may be amended by the directors or by the stockholders upon the affirmative vote of 66 ²/3% of the outstanding shares. The proposed amendment to Article Sixth changes the percentage of votes required for stockholders to amend the bylaws from 66 ²/3% to a majority. To be effective, as soon as practicable followingthis amendment must be approved by the annual meeting of
stockholders.

On March 20, 1998,majority of the 1,000,000,000outstanding shares.
Elimination of Supermajority Voting Provisions to Remove Directors
Article Seventh of the Restated Certificate of Incorporation currently authorizedprovides that no director may be removed, with or without cause, by the stockholders except by the affirmative vote of holders of not less than 66 ²/3% of the outstanding shares. Furthermore, Article Seventh provides that it can only be changed by the affirmative vote of at least 66 ²/3% of the outstanding shares. The proposed amendment would eliminate the supermajority voting provisions. To be effective, this amendment must be approved by at least 66 ²/3% of the outstanding shares.
The proposed amendments to the Restated Certificate of Incorporation are set forth in full in Appendix A, with deletions indicated by strikeout and additions indicated by underline. The above descriptions of the current Articles and the proposed amendments to Article Sixth and Article Seventh of the Restated Certificate of Incorporation are qualified in their entirety by reference to the actual text set forth in Appendix A.
If this Item is approved by the majority of the outstanding shares but not by at least 66 ²/3% of the outstanding shares, the amendment to Article Sixth of the Restated Certificate of Incorporation will become effective upon filing with the Delaware Secretary of State promptly after this annual meeting. If this Item is approved by at least 66 ²/3% of the outstanding shares, the amendments to Article Sixth and Article Seventh of the Restated Certificate of Incorporation will become effective upon filing with the Delaware Secretary of State promptly after this annual meeting.
The Board of Directors unanimously recommends that stockholders votefor the approval of the amendments to the Restated Certificate of Incorporation.

Executive Compensation [to be included in Definitive Proxy Statement]

Compensation Committee Report
The Compensation and Succession Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation and Succession Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
THE COMPENSATION AND SUCCESSION COMMITTEE
H. John Riley (Chairman)
F. Duane Ackerman
Robert D. Beyer
W. James Farrell Jack M. Greenberg
Ronald T. LeMay
Mary Alice Taylor

Security Ownership of Directors and Executive Officers
The following table shows the number of shares of Allstate common stock xxx,xxx,xxxbeneficially owned by each director and named executive officer individually, and by all executive officers and directors of Allstate as a group. Shares reported as beneficially owned include shares were outstanding, xx,xxx,xxxheld as nontransferable restricted shares were held in Allstate's treasury and a total of xx,xxx,xxx shares were reserved
for issuanceawarded under Allstate's Equity Incentive Plan, the Employees Replacement
Stock Plan, the Equity Incentive Plan for Non-Employee Directors and the
Exclusive Agent Independent Contractors Stock Bonus Plan. The remainder of
shares of authorized common stock were not issued orequity incentive plans subject to reservation.forfeiture under certain circumstances, shares held indirectly through The BoardSavings and Profit Sharing Fund of Directors believes it is desirableAllstate Employees and other shares held indirectly, as well as shares subject to authorize additionalstock options exercisable on or prior to April 1, 2007 and restricted stock units for which restrictions expire on or prior to April 1, 2007. The percentage of Allstate shares of common stock so that there willbeneficially owned by any Allstate director or nominee or by all directors and executive officers of Allstate as a group does not exceed 1%. The following share amounts are as of January 31, 2007. As of January 31, 2007, none of these shares were pledged as security.
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership of
Allstate Common Stock
(a) Common Stock Subject to
Options Exercisable and Restricted
Stock units for which restrictions expire
on or prior to
April 1, 2007 —
Included in
Column (a)
(b)
F. Duane Ackerman 42,432 20,501
James G. Andress 40,672 28,001
Robert D. Beyer 25,455 0
W. James Farrell 25,969 17,033
Jack M. Greenberg 16,501 13,001
Danny L. Hale 283,794 233,775
Ronald T. LeMay 28,251 22,751
Edward M. Liddy 2,140,947 1,691,308
J. Christopher Reyes 28,554 ⁽¹⁾ 13,001
H. John Riley, Jr. 41,876 24,501
Eric A. Simonson 276,824 229,907
Joshua I. Smith 20,232 15,000
Judith A. Sprieser 30,366 21,501
Casey J. Sylla 334,870 249,452
Mary Alice Taylor 33,170 19,001
Thomas J. Wilson, II 958,545 850,792
All directors and executive officers as a group 5,545,737 ⁽²⁾ 4,381,010
(1)
Includes 10,000 shares held by family limited liability company. Mr. Reyes disclaims beneficial ownership of these shares.

(2)
Includes 500 shares held by an executive officer's son. The executive officer disclaims beneficial ownership of these shares.

Security Ownership of Certain Beneficial Owners
Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class
Common Northern Trust Corporation
50 S. LaSalle Street
Chicago, IL 60675 32,703,651^(a) 5.23%
(a)
As of December 31, 2006. Held by Northern Trust Corporation together with certain subsidiaries (collectively "Northern"). Of such shares, Northern held 3,743,110 with sole voting power; 28,901,592 with shared voting power; 6,410,791 with sole investment power; and 603,940 with shared investment power. 25,210,672 of such shares were held by The Northern Trust Company as trustee on behalf of participants in Allstate's profit sharing plan. Information is provided for reporting purposes only and should not be sufficient shares availableconstrued as an admission of actual beneficial ownership.
Audit Committee Report
Deloitte & Touche LLP was Allstate's independent registered public accountant for issuancethe year ended December 31, 2006.
The Audit Committee has reviewed and discussed with management the audited financial statements for purposes that the Board may hereafter determinefiscal year ended December 31, 2006.
The committee has discussed with Deloitte & Touche LLP the matters required to be indiscussed by Statement of Auditing Standards No. 61(Codification of Statements on Auditing Standards, AU §380).
The committee received from Deloitte & Touche LLP the best
interests of Allstatewritten disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with Deloitte & Touche LLP its stockholders. Such purposes could include the
declaration of stock splitsindependence.
Based on these reviews and stock dividends, mergers and acquisitions, the
offer of shares for financing purposes,discussions and other general corporate purposes.
In many situations, prompt action may be required which would not permit
seeking stockholders approval to authorize additional shares for a specific
transaction on a timely basis. The Board of Directors believes it should have
the flexibility to act promptly in the best interests of stockholders. The
terms of any future issuance of shares of common stock will be dependent
largely on market and financial conditions and other factors existing at the
time of issuance.

Although there are no present plans or commitments for their use, authorized
shares, including the additional shares which would be authorized if
stockholders approve the Certificate Amendment, would be available for issuance
without further action by stockholders except as required by law or applicable
stock exchange requirements. The current Rules of the New York Stock Exchange
would require stockholder approval if the number of shares of common stock to
be issued would equal or exceed 20% of the number of shares of common stock
outstanding immediately prior to such issuance. Allstate's Restated Certificate
of Incorporation does not provide preemptive rights for holders of common stock
if Allstate issues additional shares. Also, the issuance of additional shares
could be used to create impediments to or otherwise discourage persons
attempting to gain control of Allstate.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE INCREASE IN
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 1,000,000,000 TO
2,000,000,000 AS PROPOSED IN ITEM 3.

Item 4: Stockholder Proposal
-------------------------------------------------------------------

Mr. William E. Parker and Terri K. Parker, 544 Ygnacio Valley Road, Suite B,
Walnut Creek, California 94596, holders of 314 shares of Allstate common stock,
have given notice of their intention to propose the following resolution at the
Annual Meeting:

"RESOLVED: That the stockholders of the Allstate Corporation assembled at
the annual meeting in person and by proxy, hereby request the Board of
Directors to take the steps necessary to provide for cumulative voting in
the election of directors which means, each stockholder shall be entitled
to as many votes as shall equal the number of shares he or she owns
multipliedinformation considered by the number of directors to be elected, and he or she may cast
all of such votes for a single candidate, or any two or more of them as he
or she may see fit."

The following statement has been submittedcommittee in support ofits judgment, the resolution:

"In the American system of corporate governance, the election of
corporate directors is the primary vehicle for shareholders to influence
corporate affairs and exert accountability on management.

"We believe that the company's financial performance is directly related
to its corporate governance procedures and policies and the level of
accountability they impose. Cumulative voting increases the possibility of
electing independent-minded directors that will enforce management's
accountability to shareholders.

"Corporations that have independent-minded directors can have an
invigorating effect on the Board of Directors, fostering improved financial
performance and greater stockholder wealth. Management nominees to the
board often bow to the chairman's desires on business issues and executive
pay without question.

"Currently, the company's Board of Directors is composed entirely of
management nominees. Cumulative voting would aid in placing a check and
balance on management nominees by creating more competitive elections.

"The National Bank Act provides for cumulative voting for bank company
boards. A California law provides that all state pension holdings and state
college funds, invested in shares must be voted in favor of cumulative
voting proposals, showing increased recognition of the importance of
cumulative voting.

"Sears, Roebuck and Company, the company that founded the Allstate
Insurance Company in 1931 adopted cumulative voting on June 13, 1906.

"The standard argument that the adoption of cumulative voting will lead
to the election of dissidentscommittee recommended to the Board of Directors that the audited financial statements be included in Allstate's annual report on Form 10-K for the fiscal year ended December 31, 2006 for filing with the Securities and Exchange Commission and furnished to stockholders with this Notice of Annual Meeting and Proxy Statement.
James G. Andress (Chairman)
F. Duane Ackerman
Jack M. Greenberg
Ronald T. LeMay Joshua I. Smith
Judith A. Sprieser
Mary Alice Taylor

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Allstate's executive officers, directors and persons who beneficially own more than ten percent of Allstate's common stock to file reports of securities ownership and changes in such ownership with the SEC.
Based solely upon a review of copies of such reports or written representations that all such reports were timely filed, Allstate believes that each of its executive officers, directors and greater than ten-percent beneficial owners complied with all Section 16(a) filing requirements applicable to them during 2006 with the exception of Mr. Pilch, Controller of The Allstate Corporation and Group Vice President and Controller of Allstate Insurance Company, and Mr. Riley, a director of The Allstate Corporation, who each made one late Form 4 filing in 2006 covering a single transaction.
Related Person Transactions
The Nominating and Governance Committee of Allstate's Board has adopted a written policy regarding the review, approval or ratification of transactions with related persons. It is available on the Corporate Governance portion of the Corporation's website, allstate.com. In accordance with the policy, the Committee or the Committee chair reviews transactions with the Corporation in which the amount involved exceeds $120,000 and in which any "related person" had, has, or will have a direct or indirect material interest. In general "related persons" are directors, executive officers, their immediate family members, and stockholders owning five percent or more of our outstanding stock. The Committee or chair approve or ratify only represent special interests is misleading. The standards of fiduciary duty
compel all directors to actthose transactions that are in, or not inconsistent with, the best interest of all shareholders. Any
director who fails to respect the duties of loyalty and/or care exposes
himself or herself to significant liability.

"We also do not believe that honest differences of opinion are
necessarily bad for a corporation. Dissent stimulates debate, which leads
to thoughtful action and deters complacency on the Board of Directors.

"If you agree, please mark your proxy for this resolution, otherwise it
is automatically cast against it, unless you have marked to abstain from
voting."

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL
FOR THE FOLLOWING REASONS:

Under cumulative voting for election of directors, each stockholder is
entitled to cast a number of votes for such election equal to the number of
shares held by such stockholder multiplied by the number of directors to be
elected,

and may cast all votes for one nominee or distribute the votes among nominees.
The General Corporation Law of Delaware (the "Corporation Law"), the state in
which Allstate is incorporated, allows cumulative voting only if it is provided
for in a corporation's certificate of incorporation. Allstate's certificate of
incorporation does not provide for cumulative voting. Consequently, each
director of Allstate must be elected by a plurality of the votes of all shares
present in person or represented by proxy.

At present, the Allstate's entire Board of Directors must stand for election
each year, and Allstate's By-Laws permit stockholders to nominate candidates to
serve as directors, subject to compliance with the procedures provided in the
By-Laws. The Board of Directors believes that a change in the method of
stockholder voting would be appropriate only if another method would better
serve the interests of the stockholders as a whole. To the contrary, the Board
believes that cumulative voting would give stockholders who seek to support a
special interest group the potential to elect one or more directors
representing primarily the interests of that group. The Board believes that any
directors so elected may view themselves as representatives of the group that
elected them and may feel that they are obligated to represent that group's
interests, regardless of whether the furtherance of those interests would
benefit all stockholders generally. This could tend to promote narrow interests
rather than those of stockholders at large, whereas the election of directors
by plurality vote of all voted shares is designed to produce a board of
directors that views its accountability as being to all stockholders generally.

The Board believes that cumulative voting introduces the possibility of
partisanship among Board members representing particular groups of
stockholders, which could destroy the ability of the Board to work together.
These factors could operate to the disadvantage of AllstateCorporation and its stockholders. The present method of electing directors, where each director is elected by a
plurality vote of the shares held by all stockholders, encourages the directors
to administer the affairs of Allstate for the benefit of all stockholders. The
Board believes that each director should serve on the Board only if a plurality
of shares held by all voting stockholders elect the director to hold that
position.

An examination of the past performanceTransactions are reviewed and the achievements of the management
team selectedapproved or ratified by the Boardchair when it is not practicable or desirable to delay review of Directors supportsa transaction until a Committee meeting. The chair reports to the present method of electingCommittee any transactions so approved. Annually the Board, and the Board of Directors is confidentCommittee will review any previously approved or ratified related person transactions that this method will
continue to work successfully in the future, for the benefit of all
stockholders.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST ITEM 4.

remain ongoing. For 2006, no related person transactions were identified.
Stockholder Proposals for 1999Year 2008 Annual Meeting
-------------------------------------------------------------------
Proposals which stockholders intend to be included in Allstate's proxy material for presentation at the 1999 annual meeting of stockholders in the year 2008 must be received by the Secretary of Allstate, Robert W. Pike,Mary J. McGinn, The Allstate Corporation, 2775 Sanders Road, (F8),Suite A3, Northbrook, Illinois 6006260062-6127 by November 27,
1998,December 4, 2007, and must otherwise comply with rules promulgated by the Securities and Exchange Commission in order to be eligible for inclusion in the proxy material for the 19992008 annual meeting.
If a stockholder desires to bring businessa matter before the meeting which is not the subject of a proposal meeting the SEC proxy rule requirements for inclusion in the proxy statement, the stockholder must follow procedures outlined in Allstate's By-Lawsbylaws in order to personally present the proposal at the meeting. A copy of these procedures is available upon request from the Secretary of Allstate.Allstate or can be accessed on Allstate's website allstate.com. One of the procedural requirements in the By-Lawsbylaws is timely notice in writing of the business the stockholder proposes to bring before the meeting. Notice of business proposed to be brought before the 19992008 annual meeting must be received by the Secretary of Allstate no earlier than January 19, 199916, 2008 and no later than February 18, 1999 to be presented at15, 2008. Among other things described fully in the meeting. Thebylaws, the notice must describe the business proposed to be brought before the meeting, the reasons for bringing it,conducting the business at the meeting and any material interest of the stockholder in the business, the
stockholder's name and address and the number of shares of Company stock
beneficially owned by the stockholder.

business. It should be noted that these By-Lawbylaw procedures govern proper submission of business to be put before a stockholder vote at the Annual Meeting and do not preclude discussion by any stockholder of
any matters properly brought before the Annual Meeting.

Other Matters
-------------------------------------------------------------------annual meeting.
Proxy Solicitation
Officers and other employees of Allstate and its subsidiaries may solicit proxies by mail, personal interview, telephone, and telegram, in addition to the use
of the mails.telex, facsimile, or electronic means. None of these individuals will receive special compensation for

17
these services, which will be performed in addition to their regular duties, and some of them may not necessarily solicit proxies. Allstate has also made arrangements with brokerage firms, banks, nomineesrecord holders and other fiduciaries to forward proxy solicitation materials for shares held of record by them to the beneficial owners of such shares. Allstate will reimburse them for reasonable out-of-pocket expenses. Corporate Investors'Georgeson Shareholder Communications, Inc., 111 Commerce
Road, Carlstadt,17 State Street, New Jersey 07072York, NY 10004 will assist in the distribution of proxy solicitation materials, for a fee estimated at $7,500,$15,000 plus out-of-pocket expenses. Allstate will pay the cost of all proxy solicitation.
By order of the Board,

Mary J. McGinn
Secretary

Dated: April , 2007

Appendix A
PROPOSED AMENDMENTS TO THE RESTATED CERTIFICATE OF
INCORPORATION OF THE ALLSTATE CORPORATION
(Deletions indicated by strike-out; additions indicated by underline.)
ARTICLE SIXTH
In furtherance and not in limitation of the power conferred by statute, the board of directors of the corporation is expressly authorized to adopt, amend or repeal the bylaws of the corporation. The stockholders may adopt, amend or repeal bylaws of the corporation only upon the affirmative vote of the holders of not less thana majority66²/3% of the total number of votes entitled to be cast generally in the election of directors.
ARTICLE SEVENTH
Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Election of directors need not be by written ballot unless the bylaws of the corporation so provide.
Any action required or permitted to be taken by the holders of any class or series of stock of the corporation entitled to vote generally in the election of directors may be taken only by vote at an annual or special meeting at which such action may be taken and may not be taken by written consent.
No director may be removed, with or without cause, by the stockholders except by the affirmative vote of holders of not less thana majority66²/3% of the total number of votes entitled to be cast at an election of such director;provided, however, that, whenever the holders of any class or series of Preferred Stock issued pursuant to ARTICLE FOURTH, Section 1 hereof, are entitled, by the terms of such class or series of Preferred Stock, voting separately by class or series to elect one or more directors, the provisions of the preceding clause of this sentence shall not apply with respect to such directors if the terms of such class or series of Preferred Stock expressly provide otherwise.This paragraph of ARTICLE SEVENTH may not be amended, modified or repealed except by the affirmative vote of the holders of not less than 66²/3% of the total number of votes entitled to be cast generally in the election of directors.

Appendix B
POLICY REGARDING PRE-APPROVAL OF INDEPENDENT AUDITORS' SERVICES
Purpose and Applicability
The Audit Committee recognizes the importance of maintaining the independent and objective stance of our Independent Auditors. We believe that maintaining independence, both in fact and in appearance, is a shared responsibility involving management, the Audit Committee and the Independent Auditors.
The Committee recognizes that the Independent Auditors possess a unique knowledge of the Company (which includes consolidated subsidiaries), and can provide necessary and valuable services to the Company in addition to the annual audit. The provision of these services is subject to three basic principles of auditor independence: (i) auditors cannot function in the role of management, (ii) auditors cannot audit their own work and (iii) auditors cannot serve in an advocacy role for their client. Consequently, this policy sets forth guidelines and procedures to be followed by this Committee when retaining the Independent Auditors to perform audit and permitted non-audit services.
Policy Statement
All services provided by the Independent Auditors, both audit and permitted non-audit, must be pre-approved by the Audit Committee or a Designated Member of the Committee ("Designated Member") referred to below. The Audit Committee will not approve the engagement of the Independent Auditors to provide any of the Prohibited Services listed in the attached appendix.
Procedures
Following approval by the Audit Committee of the engagement of the Independent Auditors to provide audit services for the upcoming fiscal year, the Independent Auditors will submit to the Committee for approval schedules detailing all of the specific audit, audit related and other permitted non-audit services (collectively "permitted services") proposed, together with estimated fees for such services that are known as of that date. The types of services that the Audit Committee may consider are listed in the attached appendix. Each specific service proposed will require approval by the Committee or as provided below, the Designated Member.
The pre-approval of permitted services may be given at any time before commencement of the specified service. With respect to permitted non-audit services, Company management may submit to the Committee or the Designated Member for consideration and approval schedules of such services that management recommends be provided by the Independent Auditors. In such case, the Independent Auditors will confirm to the Committee, or the Designated Member, that each such proposed service is permissible under applicable regulatory requirements.
Designated Member
The Audit Committee may delegate to one or more designated member(s) of the Audit Committee ("Designated Member"), who is independent as defined under the applicable New York Stock Exchange listing standards, the authority to grant pre-approvals of permitted services to be provided by the Independent Auditors. The Chair of the Audit Committee shall serve as its Designated Member. The decisions of the Designated Member to pre-approve a permitted service shall be reported to the Audit Committee at each of its regularly scheduled meetings.
Review of Services
At each regularly scheduled Audit Committee meeting, the Audit Committee shall review a report summarizing any newly pre-approved permitted services and estimated fees since its last regularly scheduled meeting, together with (i) the permitted non-audit services, including fees, actually provided by the Independent Auditors, if any, since the Committee's last regularly scheduled meeting and (ii) an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the Independent Auditors.

POLICY APPENDIX
Permitted Audit and Audit Related Services:
1.
Audits of the Company's financial statements required by SEC rules, lenders, statutory requirements, regulators and others.

2.
Consents, comfort letters, reviews of registration statements and similar services that incorporate or include the audited financial statements of the Company.

3.
Audits of employee benefit plans.

4.
Accounting consultations and support related to generally accepted accounting principles.

5.
Tax compliance and related support for any tax returns filed by the Company, and returns filed by any executive or expatriate under a company-sponsored program.

6.
Tax consultation and support related to planning.

7.
Regulatory exam related services.

8.
Internal control consulting services.

9.
Merger and acquisition due diligence services.

10.
Other audit related services.
Other Permitted Services:
1.
Information technology services and consulting unrelated to the Company's financial statements or accounting records.

2.
Integration consulting services.

3.
Review of third party specialist work related to appraisal and /or valuation services.

4.
Actuarial consulting services that would not be subject to audit procedures during an audit of the Company's financial statements.

5.
Employee benefit consulting services that are not the functional equivalent of management or employee services.

6.
Training unrelated to the Company's financial statements or other areas subject to audit procedures during an audit of the Company's financial statements.
Prohibited Services: (unless such services may be provided under future SEC rules)
1.
Bookkeeping or other services related to the Company's accounting records or financial statements.

2.
Appraisal or valuation services or fairness opinions.

3.
Management functions or human resources.

4.
Broker-dealer, investment adviser, or investment banking services.

5.
Legal services.

6.
Internal audit outsourcing.

7.
Financial information systems design and implementation.

8.
Actuarial — audit-related.

9.
Expert services, unrelated to an audit of the Company's financial statements, in connection with legal, administrative, or regulatory proceedings or in an advocate capacity.

10.
Services determined impermissible by the Public Company Accounting Oversight Board.

Appendix C
THE ALLSTATE CORPORATION COMMITTEE CHARTERS
The Allstate Corporation
Audit Committee Charter
I. Purpose
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for the Corporation in the following areas: the integrity of financial statements and other financial information; the selection and oversight of the independent registered public accountant including its qualifications and independence; compliance with legal and regulatory requirements; the performance of the internal audit function; and disclosure controls and procedures, internal controls, internal audit, accounting, and financial reporting processes. The Committee prepares an audit committee report as required by the Securities and Exchange Commission ("SEC") for inclusion in the Corporation's annual proxy statement. In carrying out its responsibilities, the Committee has the responsibilities and powers provided in this Charter.
II. Membership
The size of the Audit Committee is set from time to time by the Board, but will always consist of at least three directors. The Chair and other members of the Committee are appointed by the Board upon the recommendation of the Nominating and Governance Committee in accordance with the independence and experience requirements of the New York Stock Exchange, the SEC and the provisions of the Director Independence Standards adopted by the Board. The Chair and other members of the Committee may be removed by the Board. Each member of the Committee shall be, in the Board's judgment, "financially literate" or shall become financially literate within a reasonable period of time after his or her appointment and at least one member shall be an "audit committee financial expert" in accordance with the rules and regulations of the SEC, as determined by the Board.
III. Meetings
The Committee Chair determines the number, time, place and agenda of the Audit Committee meetings. The Committee meets not less than four times a year. At least quarterly, the Committee meets separately with management, with the internal auditors and with the independent registered public accountant and may meet with the Corporation's internal auditors and/or independent registered public accountant without management present whenever the Committee deems it appropriate. After each meeting, the Committee reviews with the Board any issues that arose with respect to the quality or integrity of the Corporation's financial statements, the Corporation's compliance with legal or regulatory requirements, the performance and independence of the independent registered public accountant or the performance of the internal audit function.
IV. Powers and Responsibilities
Selection of Independent Registered Public Accountant
The Audit Committee is responsible for the selection, appointment, compensation and oversight of the work of the independent registered public accountant in preparing or issuing an audit report or related work. The Committee has sole authority and responsibility to retain and terminate the Corporation's independent registered public accountant, to pre-approve all auditing and all permitted non-auditing services to be provided by the independent registered public accountant and to approve the terms of and fees for such services, subject tode minimis exceptions allowed by law. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of all auditing and all permitted non-auditing

services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.
The Audit Committee may not retain as the Corporation's independent registered public accountant any firm in which the Chief Executive Officer, Chief Financial Officer, Controller or any person serving in an equivalent position for the Corporation, was employed and participated in any capacity in an audit of the Corporation during the one year period prior to the date of initiation of the audit for which the retention is being made. The Audit Committee maintains a hiring policy for employees or former employees of the independent registered public accountant who participated in any capacity in an audit of the Corporation.
At least annually, the Audit Committee reviews and evaluates the qualifications, performance and independence of the Corporation's independent registered public accountant, including a review and evaluation of the lead audit partner. As part of its evaluation, the Committee obtains and reviews a report by the independent registered public accountant that describes the firm's internal quality-control procedures, including any material issues raised by the firm's most recent internal quality-control review, or peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, relating to one or more independent audits conducted by the firm and any steps taken to deal with any such issues. Annually, the Committee requests a written report from the independent registered public accountant regarding their independence and all relationships between them and the Corporation consistent with Independence Standards Board Standard No. 1 and such other requirements as may be established by the Public Company Accounting Oversight Board. The Committee discusses with the independent registered public accountant any such disclosed relationships and their impact on the auditor's independence. If any concerns regarding the auditor's independence are identified, the Committee takes such action as it deems appropriate or necessary.
Review of Financial Reports and Information
The Audit Committee reviews and discusses with management, its internal auditors and the independent registered public accountant, the Corporation's annual audited and quarterly unaudited financial statements, including matters required to be discussed by Statement of Auditing Standards No. 61. In addition throughout the year, the Audit Committee review includes a discussion of:
•
management's discussion and analysis of financial condition and results of operations ("MD&A")

•
financial statement presentations, including any significant changes in the Corporation's selection or application of accounting principles;

•
any major issues regarding accounting and auditing principles and practices;

•
critical accounting estimates;

•
the comparison of the Corporation's critical accounting estimates with those in the industry;

•
significant items impacting the Corporation's financial statements, risk factors and forward-looking statements contained in the Corporation's disclosures under MD&A;

•
the effect of regulatory and accounting initiatives on the Corporation's financial statements;

•
analyses prepared by management and/or the independent registered public accountant setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and

•
the adequacy of internal controls that could significantly affect the Corporation's financial statements or MD&A and any special audit steps adopted in light of material control deficiencies.

The Audit Committee reviews disclosures made to the Committee by the Corporation's CEO and CFO during their certification process for the annual and quarterly financial reports about any significant deficiencies in the design or operation of internal controls or material weaknesses in such controls and any fraud involving management or other employees who have a significant role in the Corporation's internal controls.
The Audit Committee recommends to the Board whether the audited financial statements should be included in the Corporation's annual report on Form 10-K.
The Audit Committee reviews with the General Counsel of the Corporation the status of legal matters that may have a material impact on the Corporation's financial statements.
The Audit Committee discusses the Corporation's process for developing and preparing earnings releases, as well as its processes for providing financial information and earnings guidance to analysts and rating agencies, generally (including the types of information to be disclosed and types of presentations to be made).
While the Audit Committee has the responsibilities and powers set forth in this Charter, the Committee is not required to plan or conduct audits, which is the responsibility of the independent registered public accountant, or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles, which is the responsibility of management.
Review of Independent Registered Public Accountant Reports
The Audit Committee reviews the independent registered public accountant reports on the Corporation's financial statements. The Committee discusses with the independent registered public accountant judgments about the quality (not just the acceptability) of the accounting principles used in the Corporation's financial reporting. The Committee also reviews the scope of audits conducted by the Corporation's independent registered public accountant. The Committee reviews with the independent registered public accountant any difficulties encountered in the audit work, including any restrictions on the scope of the independent registered public accountant's activities or on access to requested information, any significant disagreements with management and management's response, and addresses those as the Committee deems appropriate. The Committee may review with the auditor: any accounting adjustments that were noted; any significant communications between the audit team and the auditor's national office respecting auditing or accounting issues presented by the engagement; any "management" or "internal control" letter issued or proposed by the auditor to the Corporation; and any other issues regarding the auditor report that the Committee may deem appropriate.
Retention of Outside Experts
The Audit Committee has the power to conduct or authorize special projects or investigations related to any matters brought to its attention with full access to all books, records, facilities and personnel of the Corporation as the Committee considers necessary to discharge its responsibilities. It has the authority, without seeking Board approval, to retain independent outside counsel, accountants or others to assist it with such projects, investigations or other matters in the conduct of its business. The Committee may seek advice from the Corporation's internal counsel or regular outside counsel and may also use the Corporation's internal auditors for such purposes. The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to any advisors employed by the Committee and payment of the Committee's ordinary administrative expenses in carrying out its duties.
Oversight of Internal Audit
The Audit Committee reviews the appointment and performance of the senior internal auditing executive. The Committee also reviews the internal audit plan and significant findings from the internal

auditing department. The Committee discusses with the independent registered public accountant and management the internal audit department responsibilities, audit plan, budget and staffing. The Audit Committee maintains functional oversight of the internal audit department to ensure its objective operations.
Risk Management
The Audit Committee discusses with management policies with respect to the Corporation's processes of risk assessment and risk management, including the Corporation's major financial risk exposures and the steps management has taken to monitor and control them.
Compliance and Ethics Programs
Periodically, the Audit Committee reviews and discusses with the General Counsel and/or Chief Ethics and Compliance Officer, and other compliance personnel as may be appropriate, the overall adequacy and effectiveness of the Corporation's legal, regulatory, and ethical compliance programs. This includes any legal, regulatory, or ethical matters that may have a material impact on the Corporation's operations, financial condition, results of operations, or cash flows. In addition, the Audit Committee reviews any significant recommendations from the Corporation's independent registered public accountant and internal auditors concerning legal, regulatory, or ethical compliance and compliance with the Company's policies relating to ethics, conflicts of interest, perquisites and use of corporate assets.
Self-Evaluation and Charter Review
The Audit Committee at least annually 1) evaluates its own performance and reports to the Board on such evaluation and 2) reviews and assesses the adequacy of its Committee Charter and recommends any proposed changes to the Board.
Code of Ethics and Complaint Resolution
The Audit Committee reviews and approves the Corporation's Code of Ethics applicable to the Board of Directors and all Corporation employees, including the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, executive and senior financial officers, and other employees performing similar functions, and periodically assesses the adequacy of the Code of Ethics. The Committee has the sole authority to grant waivers under, or changes to the Code of Ethics for directors, executive officers and senior financial officers. The Committee establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters and also for the confidential and anonymous submission by employees of related concerns, as required by the rules and regulations of the SEC.

Compensation and Succession Committee Charter
I. Purpose
The primary purposes of the Compensation and Succession Committee are (i) to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the compensation of the Chief Executive Officer and the selection and compensation of the other executive officers; (ii) to administer the Corporation's executive compensation plans; (iii) to review and discuss with management the Compensation Discussion and Analysis ("CD&A") for inclusion in the Corporation's annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement; and (iv) to prepare the Compensation Committee Report for inclusion in the Corporation's annual proxy statement in compliance with the rules and regulations of the Securities and Exchange Commission. In carrying out these purposes, the Compensation and Succession Committee has the powers and responsibilities provided in this Charter.
II. Membership
The size of the Compensation and Succession Committee is set from time to time by the Board of Directors, but will always consist of at least two directors. The Chair and other members of the Committee are appointed by the Board upon the recommendation of the Nominating and Governance Committee in accordance with the independence requirements of the New York Stock Exchange, the Securities and Exchange Commission and the provisions of the Director Independence Standards adopted by the Board. The Chair and other members of the Committee may be removed by the Board.
III. Meetings and Operations
The Compensation and Succession Committee meets at least four times a year. The Committee Chair may call additional meetings as needed. The Committee Chair develops the meeting agendas and reports regularly to the Board on the Committee's actions and recommendations.
IV. Powers and Responsibilities
The Compensation and Succession Committee is responsible for reporting to the Board of Directors its recommendations with respect to the following matters:
•
The corporate goals and objectives relevant to the compensation of the CEO and the CEO's salary and compensation package under the Corporation's salary administration program.

•
The salary and compensation packages for all other executive officers of the Corporation under the Corporation's salary administration program.

•
The establishment and modification, when necessary or appropriate, of all of the Corporation's executive compensation plans, including equity incentive plans.

•
The nomination for election of officers of the Corporation (other than the CEO)
The Compensation and Succession Committee also is responsible for:
•
The administration of all of the Corporation's executive compensation plans, including equity incentive plans, as well as the approval of payments under such plans, and the approval of any equity compensation plan for directors of any of the Corporation's subsidiaries (unless otherwise specified in plan documents).

•
The oversight of the Corporation's salary administration program, including salaries for the elected officers of the Corporation's principal operating subsidiaries.

•
An annual review of the management organization of the Corporation and succession plans for senior officers of the Corporation and each significant operating subsidiary, conferring with

the Chief Executive Officer regarding the persons he or she considers qualified to fill any vacancy that may occur in such offices.
The Compensation and Succession Committee has the authority to form, and delegate any of its responsibilities to, any subcommittee consisting of one or more members of the Committee as the Committee may deem appropriate in its sole discretion.
The Committee also has sole authority to retain and terminate compensation consultants to the Committee, including sole authority to approve the consultants' fees and other retention terms for such services provided to the Committee. The Committee also has the authority to consult with additional outside advisors, as necessary and appropriate, to assist in its duties to the Corporation. The Corporation shall provide for appropriate funding, as determined by the Committee, for the payment of compensation to any consultant or other advisor retained by the Committee for the services provided to the Committee.
The Compensation and Succession Committee shall at least annually 1) evaluate its own performance and report to the Board on such evaluation and 2) review and assess the adequacy of its Committee Charter and recommend any proposed changes to the Board.

Nominating and Governance Committee Charter
I. Purpose
The primary purposes of the Nominating and Governance Committee are (i) to identify individuals qualified to become members of the Board of Directors, LOGO
Robert W. Pike
Secretary

Dated: March 27, 1998

Preliminary Copy

THE ALLSTATE CORPORATION

This Proxythe Chairman of the Board and the Chief Executive Officer; (ii) to make recommendations to the Board regarding director nominees for election; (iii) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation; (iv) to oversee the evaluation of the Board and the Chief Executive Officer; and (v) to advise and make recommendations to the Board with respect to matters of corporate governance. In carrying out these purposes, the Nominating and Governance Committee has the powers and responsibilities provided in this Charter.
II. Membership
The size of the Nominating and Governance Committee is Solicitedset from time to time by the Board of Directors, but will always consist of at least two directors. The Chair and other members of the Committee are appointed by the Board upon the recommendation of the Nominating and Governance Committee in accordance with the independence requirements of the New York Stock Exchange, the Securities and Exchange Commission ("SEC") and the provisions of the Director Independence Standards adopted by the Board. The Chair and other members of the Committee may be removed by the Board.
III. Meetings and Operations
The Nominating and Governance Committee meets at least four times a year. The Committee Chair may call additional meetings as necessary. The Committee Chair develops the meeting agendas and reports regularly to the Board on behalfthe Committee's actions and recommendations.
IV. Powers and Responsibilities
The Nominating and Governance Committee is responsible for reporting to the Board of Directors its recommendations with respect to the following matters:
Nominations
•
The appropriate size and composition of the Board of Directors.

•
The criteria used to select nominees for election to the Board of Directors.

•
The nominees for election to the Board of Directors for whom the Corporation should solicit proxies or who will fill vacancies on the Board.

•
The review and assessment of the independent status of nominees for election to the Board of Directors.

•
The nominees for election as Chairman and as Chief Executive Officer.

•
The nominees for election to all committees of the Board of Directors, including the review and assessment of the independence, financial literacy and financial expertise qualifications for Audit Committee membership or as Audit Committee Financial Experts, in accordance with the Annual Meeting to be Held May 19, 1998

rules and regulations of the SEC and the New York Stock Exchange Listing Standards.
Elections
•
The undersigned hereby appoints JAMES G. ANDRESS, WARREN L. BATTS, and EDWARD A.
BRENNAN, and each of them, or if more than one is present and acting then a
majority thereof, proxies, with full power of substitution and revocation, to
vote the shares of The Allstate Corporation which the undersigned is entitled to
vote atplans for the annual meeting of stockholders,stockholders.

•
The policies and practices on stockholder voting.

•
The nominees to serve as proxies in connection with the annual stockholders' meetings.

•
The Corporation's proxy statement and form of proxy for its annual meeting of stockholders.
Governance
•
The consideration of matters of corporate governance and the periodic review of the Corporation's bylaws,Corporate Governance Guidelines and other governance-related documents and policies.

•
The review and assessment of any relationship a director has with the Corporation, including through charitable affiliations, for the purpose of determining whether that relationship will interfere with the director's exercise of independent judgment.

•
The periodic review of the performance of the Chief Executive Officer in light of approved corporate goals and objectives relevant to CEO compensation and of the succession planning for the CEO.

•
The determination of criteria for assessment of the performance of the Board of Directors and oversight of the assessment.

•
The administration of all compensation and benefit plans for directors of the Corporation who are not officers or employees of the Corporation or any of its affiliates.

•
The designation of officers of the Corporation and its subsidiaries to exercise authority with respect to the operations of the Corporation.

•
The triennial review and assessment of the Corporation's structural defenses.
The Nominating and Governance Committee is responsible for the review, approval or ratification of any related person transaction as defined by the rules and regulations of the SEC and the Corporation'sRelated Person Transactions Policy.
In connection with the annual nomination process, the Nominating and Governance Committee reviews incumbent directors and may recommend that the Board take appropriate action if, in the opinion of the Committee after discussion with the Chairman of the Board, any director is not making an adequate and constructive contribution to the work of the Board.
The Nominating and Governance Committee at least annually 1) evaluates its own performance and reports to the Board on such evaluation and 2) reviews and assesses the adequacy of its Committee Charter and recommends any adjournment thereof, with
allproposed changes to the powersBoard.
The Nominating and Governance Committee is structured so as to be able to fulfill its responsibilities as a committee; however, the undersigned would possess if personally present, includingCommittee has the authority to vote onform and delegate any of its responsibilities to any subcommittee consisting of one or more members of the matters shown onCommittee in order to assist it in carrying out its responsibilities and purposes, as appropriate.
The Nominating and Governance Committee has sole authority to retain and terminate any relationship with a search firm used to identify director candidates, including sole authority to approve the reversesearch firm's fees and other retention terms. The Committee also has the authority to consult with outside advisors, as necessary and appropriate, to assist in its duties to the manner directed,
and upon any other matter which may properly come before the meeting. This card
also constitutes voting instructionsCorporation. The Corporation shall provide for appropriate funding, as determined by the undersignedCommittee, for the payment of compensation to any search firm or outside advisor retained by the Committee.

Appendix D
Executive Officers
The Northern Trust
Company (the "Trustee"), trusteefollowing table sets forth the names of the trust maintained underour executive officers, their current ages and their positions. "AIC" refers to Allstate Insurance Company.
Name and Age
Principal Positions and Offices Held

Edward M. Liddy (61)

Chairman of the Board of The Allstate Corporation. Mr. Liddy is also a director of The Allstate Corporation.

Thomas J. Wilson (49)

President and Chief Executive Officer of The Allstate Corporation. Chairman of the Board, President and Chief Executive Officer of AIC. Mr. Wilson is also a director of The Allstate Corporation.

Catherine S. Brune (53)

Senior Vice President and Chief Information Officer of AIC.

Frederick F. Cripe (49)

Senior Vice President of AIC (Product Operations).⁽¹⁾

Joan M. Crockett (56)

Senior Vice President of AIC (Human Resources).

Danny L. Hale (62)

Vice President and Chief Financial Officer of The Allstate Corporation and Senior Vice President and Chief Financial Officer of AIC.

James E. Hohmann (51))

President and Chief Executive Officer of Allstate Financial — Senior Vice President of AIC.⁽²⁾

Michael J. McCabe (61)

Vice President and General Counsel of The Allstate Corporation and Senior Vice President, General Counsel and Assistant Secretary of AIC (Chief Legal Officer).

Ronald D. McNeil (54)

Senior Vice President of AIC (Allstate Protection Product Distribution).

Samuel H. Pilch (60)

Controller of The Allstate Corporation and Group Vice President and Controller of AIC.

Michael J. Roche (55)

Senior Vice President of AIC (Claims).⁽³⁾

George E. Ruebenson (58)

President Allstate Protection — Senior Vice President of AIC.

Eric A. Simonson (61)

Senior Vice President and Chief Investment Officer of AIC (President, Allstate Investments, LLC).

Steven P. Sorenson (42)

Senior Vice President of AIC (Allstate Protection Product Distribution).⁽⁴⁾

Casey J. Sylla (63)

Senior Vice President of AIC (Chairman of the Board and President of Allstate Life Insurance Company).

Joseph V. Tripodi (51)

Senior Vice President and Chief Marketing Officer of AIC.

Joan H. Walker (59)

Senior Vice President of AIC (Corporate Relations).
(1)
As of January 1, 2007.

(2)
As of January 15, 2007.

(3)
As of January 1, 2007.

(4)
As of March 1, 2007.

ATTN: SHAREHOLDER SERVICES
3075 SANDERS ROAD, SUITE G2H
NORTHBROOK, IL 60062-0158 VOTE BY INTERNET—www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 14, 2007.* Have your Proxy Card/Voting Instruction Form in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE—1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 14, 2007. * Have your Proxy Card/Voting Instruction Form in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your Proxy Card/Voting Instruction Form and return it in the postage-paid envelope we have provided or return it to The Allstate Corporation, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717, for receipt by May 14, 2007. *

* The Savings and Profit Sharing Fund of Allstate Employees—
With respect to any shares represented by this Proxy Card/Voting Instruction Form held in The Savings and Profit Sharing Fund of Allstate Employees, your voting instructions must be received no later than 11:59 P.M. Eastern Time on May 7, 2007. We cannot give assurance that voting instructions received later than 11:59 p.m., Eastern Time on May 7, 2007 will be honored.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ALSTA1 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD/VOTING INSTRUCTION FORM IS VALID ONLY WHEN SIGNED AND DATED.
THE ALLSTATE CORPORATION
The Board Recommends a vote "FOR" all Nominees for Director.
1. Election of Directors For Withhold Abstain
Nominees

(01) F. Duane Ackerman

o
(02) James G. Andress o o o
(03) Robert D. Beyer o o o
(04) W. James Farrell o o o
(05) Jack M. Greenberg o o o
(06) Ronald T. LeMay o o o
(07) Edward M. Liddy o o o
(08) J. Christopher Reyes o o o

MATERIALS ELECTION
As of July 1, 2007, SEC rules permit companies to send you a notice that proxy materials are available on a publicly accessible website instead of mailing you a complete set of materials. Check the box to the right if you want to receive a complete set of future proxy materials by mail.

Signature [PLEASE SIGN WITHIN BOX] Date

For

Withhold

Abstain

(09) H. John Riley, Jr.

o
(10) Joshua I. Smith o o o
(11) Judith A. Sprieser o o o
(12) Mary Alice Taylor o o o
(13) Thomas J. Wilson o o o

The Board Recommends a vote "FOR" Items 2 and 3.

For

Against

Abstain

Appointment of Deloitte & Touche LLP as independent auditors for 2007.

Amendments to the Restated Certificate of Incorporation to eliminate the supermajority vote requirements.

Please mark, sign and date this Proxy Card/Voting Instruction Form in accordance with the instructions herein, and return it to the tabulation agent in the enclosed envelope or submit your voting instructions via the telephone or the Internet.

Signature (Joint Owners) Date
With respect to any shares represented by this Proxy Card/Voting Instruction Form which are votable and held in The Savings and Profit Sharing Fund of Allstate Employees (the "Fund""Plan"), you direct The Northern Trust Company as Trustee of the Plan to vote all such shares on the matters shown, and in the manner directed on the reverse hereof, unless to do so would be inconsistent with the Trustee's duties. If you wish to vote the Allstate shares allocated to the Plan account, you cannot do so in person. You must use this Proxy Card/Voting Instruction Form or submit your voting instructions via the telephone or Internet. If you do not return your signed Proxy Card/Voting Instruction Form or provide telephonic or Internet voting instructions on a timely basis for allthe shares votableallocated to the Plan account, those shares will be considered "unvoted." If you return a signed Proxy Card/Voting Instruction Form but do not indicate how the shares should be voted on a matter, the shares represented by your signed Proxy Card/Voting Instruction Form will be voted by the undersignedTrustee as the Board of Directors recommends. The Trustee will vote all unvoted and held of record by the Trustee. If there are any Fund shares
votable for which instructions are not timely received, and as respects all unallocated shares held inby the Fund, the Trustee will vote such sharesPlan as follows: if the Trustee receives instructions on a timely voting instructionsbasis for at least 50% of the votable allocated shares in the Plan, then it will vote all such nonvotedunvoted shares and unallocated shares shall
be voted in the same proportion and in the same manner as the shares for which timely instructions have been received, unless to do so would be inconsistent with the Trustee's duties. If the Trustee receives voting instructions with
regard tofor less than 50% of the votable shares, the Trustee shall vote all unvoted and unallocated shares in its sole discretion. Discretionary authorityHowever, the Trustee will not be used in connection with votinguse its discretionary authority to vote on adjournment of the meeting in order to solicit further proxies.
The undersignedAllstate Corporation
Proxy Card/Voting Instruction Form Solicited on Behalf of the Board of Directors
Except as described in the above paragraph, you hereby revokesauthorize James G. Andress, W. James Farrell, J. Christopher Reyes, H. John Riley, Jr., Joshua I. Smith and Judith A. Sprieser to vote all shares of common stock of The Allstate Corporation that you would be entitled to vote if personally present at the annual meeting of stockholders to be held on May 15, 2007 and at any proxy
previously givenadjournments thereof. The authority conferred by this Proxy Card/Voting Instruction Form shall be exercised by a majority of these persons present and acting at the meeting or, if only one of them is present, by that person. Each such person has the authority to designate a substitute to act for him. These persons are authorized to vote such shares at the meeting or at any adjournment.

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY/VOTING INSTRUCTION CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

(Continued and to be signed on reverse side.)

Preliminary Copy

The Board of Directors recommends a vote FOR all nominees listed.

1. Election of Directors -- Nominees: James G. Andress, Warren L. Batts,
Edward A. Brennan, Jerry D. Choate, James M. Denny, Michael A. Miles,
Joshua I. Smith and Mary A. Taylor. (INSTRUCTION: To withhold authority for
one or more nominees write the nominee(s) name on the space provided
below.)

FOR ALL
FOR WITHHOLD EXCEPT
___________________________________________________________ 0 0 0

The Board of Directors recommends a vote FOR
Proposals 2matters shown, and 3.
For Against Abstain

2. Approval of Deloitte & Touche LLP as independent
auditors for 1998. 0 0 0

For Against Abstain

3. Increase authorized common stock to 2,000,000,000
shares. 0 0 0

The Board of Directors recommends a vote AGAINST
Proposal 4.
For Against Abstain

4. Provide cumulative voting for Board of Directors. 0 0 0

The proxies arein the manner directed, to vote as specified aboveon the reverse hereof and in their discretion on allany other matters comingthat may properly come before the meeting. ExceptIf you return a signed proxy but do not indicate how the shares should be voted on a matter, the shares represented by your signed proxy will be voted as specifiedthe Board of Directors recommends.
You acknowledge receipt of The Allstate Corporation's Notice of 2007 Annual Meeting and Proxy Statement, dated April 2, 2007, and its 2006 Annual Report. You hereby revoke any instructions previously given to the contrary
above,vote the shares represented by this proxy will be voted FOR all nominees
listed above, FOR Proposals 2Proxy Card/ Voting Instruction Form.
Allstate and 3 and AGAINST Proposal 4.

Dated: _________________, 1998

Signature(s): ____________________________________

______________________________________
Please sign exactly as name appears
hereon. Joint Owners should each sign.
Where applicable, indicate official
position or representative capacity.


Director	Audit	Compensation and Succession	Nominating and Governance
F. Duane Ackerman	X	X
James G. Andress	X*		X
Robert D. Beyer **		X
Edward A. Brennan***		X	X
W. James Farrell		X	X*
Jack M. Greenberg	X	X
Ronald T. LeMay	X	X
Edward M. Liddy
J. Christopher Reyes			X
H. John Riley, Jr.		X*	X
Joshua I. Smith	X		X
Judith A. Sprieser	X		X
Mary Alice Taylor	X	X
Thomas J. Wilson **
Number of Meetings in 2006	8	11	6
* Committee Chair Elected to the Board in September 2006 * Retired as of May 2006


	2006		2005
Audit Fees⁽¹⁾	$	8,945,745		$	8,806,927
Audit Related Fees⁽²⁾	$	417,420		$	274,723
Tax Fees⁽³⁾	$	5,900		$	60,900
All Other Fees	$	—		$	—

Total Fees	$	9,369,065		$	9,142,550

		2006		2005
Due Diligence		$	–		$	11,530
Audits and other Attest Services for Non-consolidated Entities		$	381,770		$	229,568
Other		$	35,560		$	33,625

	Audit Related Fees		$	417,420		$	274,723

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Allstate Common Stock (a)		Common Stock Subject to Options Exercisable and Restricted Stock units for which restrictions expire on or prior to April 1, 2007 — Included in Column (a) (b)
F. Duane Ackerman	42,432		20,501
James G. Andress	40,672		28,001
Robert D. Beyer	25,455		0
W. James Farrell	25,969		17,033
Jack M. Greenberg	16,501		13,001
Danny L. Hale	283,794		233,775
Ronald T. LeMay	28,251		22,751
Edward M. Liddy	2,140,947		1,691,308
J. Christopher Reyes	28,554	⁽¹⁾	13,001
H. John Riley, Jr.	41,876		24,501
Eric A. Simonson	276,824		229,907
Joshua I. Smith	20,232		15,000
Judith A. Sprieser	30,366		21,501
Casey J. Sylla	334,870		249,452
Mary Alice Taylor	33,170		19,001
Thomas J. Wilson, II	958,545		850,792
All directors and executive officers as a group	5,545,737	⁽²⁾	4,381,010

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Common		Northern Trust Corporation 50 S. LaSalle Street Chicago, IL 60675		32,703,651^(a)		5.23%

Name and Age		Principal Positions and Offices Held
Edward M. Liddy (61)		Chairman of the Board of The Allstate Corporation. Mr. Liddy is also a director of The Allstate Corporation.
Thomas J. Wilson (49)		President and Chief Executive Officer of The Allstate Corporation. Chairman of the Board, President and Chief Executive Officer of AIC. Mr. Wilson is also a director of The Allstate Corporation.
Catherine S. Brune (53)		Senior Vice President and Chief Information Officer of AIC.
Frederick F. Cripe (49)		Senior Vice President of AIC (Product Operations).⁽¹⁾
Joan M. Crockett (56)		Senior Vice President of AIC (Human Resources).
Danny L. Hale (62)		Vice President and Chief Financial Officer of The Allstate Corporation and Senior Vice President and Chief Financial Officer of AIC.
James E. Hohmann (51))		President and Chief Executive Officer of Allstate Financial — Senior Vice President of AIC.⁽²⁾
Michael J. McCabe (61)		Vice President and General Counsel of The Allstate Corporation and Senior Vice President, General Counsel and Assistant Secretary of AIC (Chief Legal Officer).
Ronald D. McNeil (54)		Senior Vice President of AIC (Allstate Protection Product Distribution).
Samuel H. Pilch (60)		Controller of The Allstate Corporation and Group Vice President and Controller of AIC.
Michael J. Roche (55)		Senior Vice President of AIC (Claims).⁽³⁾
George E. Ruebenson (58)		President Allstate Protection — Senior Vice President of AIC.
Eric A. Simonson (61)		Senior Vice President and Chief Investment Officer of AIC (President, Allstate Investments, LLC).
Steven P. Sorenson (42)		Senior Vice President of AIC (Allstate Protection Product Distribution).⁽⁴⁾
Casey J. Sylla (63)		Senior Vice President of AIC (Chairman of the Board and President of Allstate Life Insurance Company).
Joseph V. Tripodi (51)		Senior Vice President and Chief Marketing Officer of AIC.
Joan H. Walker (59)		Senior Vice President of AIC (Corporate Relations).

the Trustee have instructed the tabulation agent to keep your voting instructions strictly confidential.

		*W. James Farrell* (Age 64) Director since 1999 Chairman of Illinois Tool Works Inc., a manufacturer of highly engineered fasteners, components, assemblies and systems, from May 1996 until his retirement in May 2006. Mr. Farrell previously served as Chief Executive Officer of Illinois Tool Works Inc. from September 1995 until August 2005. He is also a director of Abbott Laboratories, 3M Company and UAL Corporation.
		*Jack M. Greenberg* (Age 64) Director since 2002 Chairman of The Western Union Company since September 2006. Chairman and Chief Executive Officer of McDonald's Corporation from May 1999 until his retirement in December 2002. Mr. Greenberg is also a director of Abbott Laboratories, Hasbro, Inc., Innerworkings, Inc., Manpower, Inc., as well as The Western Union Company.
		*Ronald T. LeMay* (Age 61) Director since 1999 Industrial Partner of Ripplewood Holdings, LLC, a private equity fund, since October 2003. Mr. LeMay also serves as Executive Chairman and as Chief Executive Officer of Last Mile Connections, Inc. since September 2005 and October 2006, respectively, and as Chairman of Aircell Corporation since July 2006. Last Mile Connections and Aircell are Ripplewood Holdings portfolio companies. Mr. LeMay is also Chairman of October Capital, a private investment company. Previously, Mr. LeMay served as Representative Executive Officer of Japan Telecom from November 2003 until the sale of the company in July 2004 and as President and Chief Operating Officer of Sprint Corporation from October 1997 until April 2003. He is also a director of Imation Corporation and Ceridian Corporation.
		*Edward M. Liddy* (Age 61) Director since 1999 Chairman of The Allstate Corporation since January 1999. Mr. Liddy previously served as Chief Executive Officer from January 1999 until December 2006, President from January 1995 until May 2005 and Chief Operating Officer from January 1995 until January 1999. Mr. Liddy is also a director of The Goldman Sachs Group, Inc. and 3M Company.

		*J. Christopher Reyes* (Age 53) Director since 2002 Chairman since January 1998 of Reyes Holdings, L.L.C. and its affiliates, a privately held food and beverage distributor. Mr. Reyes is also a director of Tribune Company and Wintrust Financial Corporation.
		*H. John Riley, Jr.* (Age 66) Director since 1998 Chairman of Cooper Industries Ltd., a diversified manufacturer of electrical products and tools and hardware, from April 1996 until his retirement in February 2006. Mr. Riley previously served as Chairman and Chief Executive Officer of Cooper Industries, Ltd., from April 1996 until May 2005 and Chairman, President and Chief Executive Officer of Cooper Industries Ltd., from April 1996 until August 2004. He is also a director of Baker Hughes, Inc.
		*Joshua I. Smith* (Age 66) Director since 1997 Chairman and Managing Partner since 1999 of The Coaching Group, a management consulting firm. As part of the consulting business of The Coaching Group, Mr. Smith was Vice Chairman and Chief Development Officer of iGate, Inc., a manufacturer of broadband convergence products for communications companies from June 2000 through April 2001. Previously, Mr. Smith had been Chairman and Chief Executive Officer of The MAXIMA Corporation, a provider of technology systems support services, from 1978 until 2000. He is also a director of Caterpillar, Inc. and Federal Express Corporation.
		*Judith A. Sprieser* (Age 53) Director since 1999 Chief Executive Officer of Transora, a technology software and services company from September 2000 until March 2005. Ms. Sprieser was Executive Vice President of Sara Lee Corporation from 1998 until 2000 and also served as its Chief Financial Officer from 1994 to 1998. She is also a director of InterContinentalExchange, Inc., Reckitt Benckiser plc, Royal Ahold NV and USG Corporation.

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			Page
Proxy and Voting Information
Proxy Statement and Annual Report Delivery
Corporate Governance Practices
	Code of Ethics
	Determinations of Independence of Nominees for Election
	Majority Votes in Director Elections
	Board Structure, Meetings and Board Committees
	New Director Orientation
	Executive Sessions of the Board
	Board Attendance Policy
	Board Committees
	Nomination Process for Election to the Board of Directors
	Communications with the Board
	Policy on Rights Plans
	Allstate Charitable Contributions
	Compensation Committee Interlocks and Insider Participation
Items to be Voted On
	Item 1. Election of Directors
	Item 2. Ratification of Appointment of Independent Registered Public Accountant
	Item 3. Approve the Amendments to the Restated Certificate of Incorporation to Eliminate the Supermajority Vote Requirements
Executive Compensation
	Compensation Discussion and Analysis
	Summary Compensation Table
	All Other Compensation — Supplemental Table
	Grants of Plan-Based Awards at Fiscal Year-End 2006
	Outstanding Equity Awards at Fiscal Year-End 2006
	Option Exercises and Stock Vested at Fiscal Year-End 2006
	Pension Benefits
	Non-Qualified Deferred Compensation at Fiscal Year-End 2006
	Potential Payments as a Result of Termination or Change-in-Control
	Director Compensation at Fiscal Year-End 2006
	Performance Measures
Compensation Committee Report
Security Ownership of Directors and Executive Officers
Security Ownership of Certain Beneficial Owners
Audit Committee Report
Section 16(a) Beneficial Ownership Reporting Compliance
Related Person Transactions
Stockholder Proposals for Year 2008 Annual Meeting
Proxy Solicitation
Appendix A — Proposed Amendments to The Restated Certificate of Incorporation to Eliminate the Supermajority Vote Requirements
Appendix B — Policy Regarding Pre-Approval of Independent Auditors' Services
Appendix C — The Allstate Corporation Committee Charters
	Audit Committee Charter
	Compensation and Succession Committee Charter
	Nominating and Governance Committee Charter
Appendix D — List of Executive Officers

		*F. Duane Ackerman* (Age 64) Director since 1999 Chairman Emeritus of BellSouth Corporation, a communication services company, since 2007. Mr. Ackerman previously served as Chairman and Chief Executive Officer of BellSouth Corporation from 2005 through 2006 and as Chairman, President and Chief Executive Officer from 1998 until 2005.
		*James G. Andress* (Age 68) Director since 1993 Chairman and Chief Executive Officer of Warner Chilcott PLC, a pharmaceutical company, from February 1997 until his retirement in January 2000. Mr. Andress is also a director of Dade Behring, Inc., Sepracor, Inc., Warner Chilcott and Xoma Corporation.
		*Robert D. Beyer* (Age 47) Director since 2006 Chief Executive Officer of The TCW Group, Inc., an investment management firm, since 2005. Mr. Beyer previously served as President and Chief Investment Officer from 2000 until 2005 of Trust Company of the West, a subsidiary of The TCW Group, Inc. Mr. Beyer is also a director of The Kroger Co., The TCW Group, Inc. and Société Générale Asset Management, S.A.

		*Mary Alice Taylor* (Age 57) Director since 2000 Mrs. Taylor currently is an active independent business executive. Previously Mrs. Taylor served as Chairman and Chief Executive Officer of HomeGrocer.com until her retirement in October 2000. Mrs. Taylor is also a director of Autodesk, Inc., Blue Nile, Inc. and Sabre Holdings Corporation.
		*Thomas J. Wilson* (Age 49) Director since 2006 President and Chief Executive Officer of Allstate since January 2007. Mr. Wilson previously served as President and Chief Operating Officer of Allstate Insurance Company from June 2005 until January 2007. Mr. Wilson also served as President of Allstate Protection from 2002 to 2006, and as Chairman and President of Allstate Financial from 1999 to 2002.

H. John Riley (Chairman)
F. Duane Ackerman Robert D. Beyer W. James Farrell		Jack M. Greenberg Ronald T. LeMay Mary Alice Taylor

James G. Andress (Chairman)
F. Duane Ackerman Jack M. Greenberg Ronald T. LeMay		Joshua I. Smith Judith A. Sprieser Mary Alice Taylor

	By order of the Board,

	Mary J. McGinn Secretary
	Dated: April , 2007

1.	Election of Directors	For	Withhold	Abstain
	Nominees
	(01) F. Duane Ackerman	o	o	o
	(02) James G. Andress	o	o	o
	(03) Robert D. Beyer	o	o	o
	(04) W. James Farrell	o	o	o
	(05) Jack M. Greenberg	o	o	o
	(06) Ronald T. LeMay	o	o	o
	(07) Edward M. Liddy	o	o	o
	(08) J. Christopher Reyes	o	o	o
MATERIALS ELECTION As of July 1, 2007, SEC rules permit companies to send you a notice that proxy materials are available on a publicly accessible website instead of mailing you a complete set of materials. Check the box to the right if you want to receive a complete set of future proxy materials by mail.		o

Signature [PLEASE SIGN WITHIN BOX]		Date
		For	Withhold	Abstain
	(09) H. John Riley, Jr.	o	o	o
	(10) Joshua I. Smith	o	o	o
	(11) Judith A. Sprieser	o	o	o
	(12) Mary Alice Taylor	o	o	o
	(13) Thomas J. Wilson	o	o	o
The Board Recommends a vote "FOR" Items 2 and 3.
		For	Against	Abstain
2.	Appointment of Deloitte & Touche LLP as independent auditors for 2007.	o	o	o
3.	Amendments to the Restated Certificate of Incorporation to eliminate the supermajority vote requirements.	o	o	o
Please mark, sign and date this Proxy Card/Voting Instruction Form in accordance with the instructions herein, and return it to the tabulation agent in the enclosed envelope or submit your voting instructions via the telephone or the Internet.

Signature (Joint Owners)		Date