Mr. William E. Parker and Terri K. Parker, 544 Ygnacio Valley Road, Suite B, Walnut Creek, California 94596, registered holders of 205 shares of Allstate common stock as of March 11, 1999, 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 multiplied 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 submitted in support of the resolution:

      "At the 1998 stockholders meeting of the Allstate Corporation, this proposal received more than 95,000,000 votes which represented almost 28 percent of the votes available. This proves that there is strong interest on the part of the stockholders to make sure that they have an influence over corporate affairs and management accountability.

      "Since we submitted this proposal last year, a series of negative events have befallen the company that more than ever show the need for cumulative voting. Events like the on going criminal investigation by the Federal Bureau of Investigation (FBI) for potential illegal claims practices, the reopening of several thousand earthquake claims in Southern California, the payment of 120 million for alleged price gouging and the formation of a new foundation lead by a consumer watchdog group to do the work that should have been done by the current board of directors and company managers cry out for your vote for cumulative voting.

      "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 another example of the recognition of the importance of cumulative voting.

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

      "The standard argument that the adoption of cumulative voting will lead to the election of dissidents to the Board of Directors who will only represent special interests is misleading, because the standards of fiduciary duty compel all directors to act in 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."

      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 the stockholder multiplied by the number of directors to be elected. The stockholder may cast all votes for one nominee or distribute the votes among nominees. The General Corporation Law of Delaware, 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, Allstate's entire Board 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 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 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 Allstate 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 performance and the achievements of the management team selected by the Board supports the present method of electing the Board, and the Board is confident that this method will continue to work successfully in the future, for the benefit of all stockholders.

      With regard to the statements in the proposal about events of the last year, please note that Allstate is cooperating with the FBI investigation and cannot yet determine the impact of resolving the matter. In addition, Allstate's management believes that the proposal refers to the settlement in Rubin v. Allstate Class Action Lawsuit. The final settlement in that case was approved by the judge in January 1999. Allstate denies the allegations in the suit, but has agreed to settle it in order to avoid costly and lengthy litigation. Until it completes certain processes required by the settlement, Allstate cannot determine the amount that it will pay in connection with this matter.