allstateOur Employee and Agent Family, Our Communities, Glossary of Terms, Financial Information, Board of Directors, Senior Management Team and Shareholder Information 1998

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t Allstate, employees and agents are ourmost important asset. The company

places a major emphasis on communicatingwith and serving the needs of our work family.Internal surveys indicate that more and moreemployees say the company is meeting theirexpectations for regular feedback and commu-nication, meaningful work and learning oppor-tunities, respectful interactions, recognitionand rewards. And in a 1998 survey of 48leading U.S. corporations, Allstate employeesresponded with the highest overall job satisfac-tion rating of any company. One area of focusis workforce diversity. Special diversity train-ing classes are required of all employees. Giventhe importance of changing market demo-graphics to our businesses, a diverse workforceis a strategic necessity. Last year we were citedby Fortune, Latina Style, en-Able, MinorityMBA, Working Mother, Today’s AmericanBanker, Computerworld, Hispanic and BlackEnterprise magazines as being one of the topemployers for selected minorities. We werealso listed by Forbes as one of the world’s top 50 companies and by Fortune as one ofAmerica’s most admired companies. A talented,dedicated and diverse workforce is one impor-tant reason why we rank high in corporateAmerica, as well as in our marketplace.

Our Employee and Agent Family

Results do not include exclusive agents who are independent contractors.

Allstate employees pictured below are(clockwise, from top left)Jeff Nordstrom, AndreaZaharias, Nick Haan, JoeGarnett, Idelle Holzhauer,Rhonda Hopps, JannetteGonzalez, Juan Cortezand Paul Harada.

Minority and Female PercentagesNumbers shown are percentages of the company’s total U.S. workforce Data Source: EEO-1 report, December 1998

Total Total African Total Asian/ Total NativeNumber by Total Female American Total Hispanic Pacific Islander American Total Minority

Job Category Category Percent Percent Percent Percent Percent Percent

Officials and Managers 6,108 39.7 13.6 5.6 1.6 0.5 21.3

Professionals 16,256 49.1 13.4 5.5 3.8 0.3 23.0

Technicians 505 29.9 12.1 10.1 4.4 0.2 26.7

Sales Workers 10,832 19.0 11.6 5.7 3.1 0.7 21.0

Office Workers 14,651 89.6 25.4 8.0 2.6 0.4 36.4

Total Workforce 48,352 53.2 16.6 6.3 3.0 0.5 26.4

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llstate is a company of people whocare —about the people and commu-

nities we serve as well as the businesses wemanage. We have a proud history of promotingauto and highway safety and working toimprove the neighborhoods in which we liveand work. Allstate has been a strong advo-cate for such safety initiatives as air bags,better bumpers, driver education and pro-grams to combat drunk driving. More thanhalf of Allstate’s employees volunteer at thelocal level. Employees and agents in 1998pledged more than $3 million in the annualgiving campaign. And The AllstateFoundation donated $9 million in 1998 forneighborhood revitalization, auto and high-way safety, and personal safety and security.We’ve committed $45 million over five yearsto neighborhood revitalization, insuranceeducation, and youth and safety programs inseven major urban markets. And with SafeHome America, we’ve launched a modelpublic-private partnership to build stronger,safer communities—one block at a time. Inthese and many other ways, Allstate employ-ees and agents are giving something back to the communities they serve, and buildingstronger, safer neighborhoods that help residents to become better insurance risks.

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Our Communities

David Duplechian is onthe board of MothersAgainst Drunk Drivingand works with stu-dents to encouragesafe driving habits.

Gloria Keck assistsyoungsters in com-munity service projectsin the Bedford-Stuyvesant section of New York City.

Gene Matthews helpsthe children of hiscommunity by servingas chairman of theboard of his local Boys & Girls Club.

Amy Arteago volun-teers for a variety oflocal programs, includ-ing working with youngadults in hands-oncommunity service.

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Allstate’s commitment to automobile and highway safetydates back to 1949. Since then the company has vigorouslypromoted such important initiatives as better car bumpers,air bag and seat belt use, child safety seats, theft preven-tion, young driver programs and efforts to combat drunkdriving. Working with federal, state and not-for-profitorganizations, our efforts have helped bring about safercars and highways, stricter law enforcement and improvedhighway safety for all Americans.

Allstate began as an urban insurer in 1931 and urbanmarkets still account for a major part of the company’sbusiness. To demonstrate the company’s commitment tothese markets, Allstate supports a number of organizationsand programs that promote home ownership, neighborhoodrevitalization and economic development. They include the National Civic League’s All-America City Awards,National Council of LaRaza, Local Initiatives SupportCorporation (LISC), and The Neighborworks Network.These and many other organizations we work with helpstrengthen communities across the country.

Automobile and Personal Safety

Neighborhood Revitalization

Allstate claim repre-sentative DavidDuplechian workswith student driversDaron Stevens andAshley Pinter in LakeCharles, Louisiana, toencourage safe dri-ving habits as part ofMADD’S Tie One OnFor Safety campaign.

Allstate agent GloriaKeck directs young-sters in a gardenproject sponsored byNeighborhood HousingServices in theBedford-Stuyvesantcommunity in New York.

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Allstate supports youth activities through donations andvolunteer efforts. The company has pledged $25 million infinancial and in-kind commitments to America’s Promise—The Alliance for Youth. The company helps tens ofthousands of at-risk youth through community volunteer activ-ities. One program funded by The Allstate Foundation inpartnership with The Boys & Girls Clubs of America is StreetSMART, which helps young people deal with life-threateningissues in their daily lives and find positive alternatives.

For more than two decades, Allstate’s volunteer programhas provided an opportunity for employees and agents toserve their communities. More than 200 Allstate HelpingHands committees across the country plan events thatfocus volunteer efforts on health and human services pro-grams, safety, neighborhood revitalization, at-risk youthprograms, education and other social issues. An estimated54 percent of employees and agents volunteer in theircommunities every year.

Volunteerism

Youth Programs

Allstate agent GeneMatthews helps 11-year-old CarolynBustillo with craftsactivities at the Boys& Girls Club in NorthPort, Florida. As partof his duties as clubchairman, Gene de-votes 16 hours a weekto club business.

Allstate employeeAmy Arteago volun-teers for a variety ofcommunity programsin the Seattle area,including plantingtrees as part of awetlands restorationat the Black River inRenton, Washington.

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Glossary of Terms

Written PremiumsThe total value of insurance coverage soldto policyholders in a calendar year. Thesepremiums will then be “earned” over the lifeof the policy.

RevenuesThe sum of property-liability premiumsearned during a policy period, life insurancepremiums and contract charges and themoney earned by holding or selling investments.

Underwriting IncomeThe profit or loss from the underlying business that results when claims, claimsexpense and operating expenses are subtracted from premiums earned. Under-writing income does not include the incomefrom investments that are held or sold.

Combined RatioThe sum of the loss ratio and the expenseratio. The loss ratio is the percent of premi-ums that goes to pay claims; the expenseratio is the percent of premiums that goesto pay operating expenses. Together, theymeasure how much of each premium dollaris spent on operating expenses and claimsettlement costs. A combined ratio under100 percent indicates that an underwritingprofit is being earned.

Operating IncomeUnderwriting income plus income frominvestments, net of related taxes.

Net IncomeOperating income plus the gains and lossesfrom the sales of investments and the dis-position of businesses.

InvestmentsThe assets purchased with the premiumscollected from policyholders and share-holders’ capital.

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Allstate continues to operate from a position of financialstrength and stability with assets increasing to $88 billionand shareholders’ equity of $17 billion. In 1998, Allstateregistered its fourth consecutive year of record results withnet income of $3.3 billion and operating earnings of$2.6 billion. On a per share basis net income increased10.7 percent to $3.94. Revenues increased 3.7 percent to$25.9 billion, reflecting growth in premiums in each ofthe company’s core lines of business.

Financial Strength

0.54 2.12 2.31 3.56 3.94484 1,904 2,075 3,105 3,294

Net Income perDiluted Common Share

94 95 96 97 98

Net Income$ in millions

94 95 96 97 98

61.0 70.0 74.5 80.9 87.7

Total Assets$ in billions

94 95 96 97 98

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5-year Summary of Selected Financial Data$ in millions except per share data

Consolidated Operating Results 1998 1997 1996 1995 1994

Revenues $25,879 $24,949 $24,299 $22,793 $21,109Operating income 2,573 2,429 1,600 1,587 268Realized capital gains and losses, after-tax 694 638 510 168 130Net income 3,294 3,105 2,075 1,904 484Earnings per share–diluted 3.94 3.56 2.31 2.12 0.54

Consolidated Financial PositionInvestments $66,525 $62,548 $58,329 $56,505 $47,227Total assets 87,691 80,918 74,508 70,029 60,988Reserves for claims and life-contingent contract

benefits and contractholder funds 45,615 44,874 43,789 42,904 39,961Debt 1,746 1,696 1,386 1,228 869Mandatorily redeemable preferred securities

of subsidiary trusts 750 750 750 – –Shareholders’ equity 17,240 15,610 13,452 12,680 8,426

Property-Liability OperationsPremiums written $19,515 $18,789 $18,586 $17,965 $16,739Premiums earned 19,307 18,604 18,366 17,540 16,513Net investment income 1,723 1,746 1,758 1,630 1,515Operating income 2,211 2,079 1,266 1,301 81Realized capital gains and losses, after-tax 514 511 490 158 145Net income 2,760 2,670 1,725 1,608 312Operating ratios

Claims and claims expense ratio 70.4 71.7 78.9 78.1 88.0Expense ratio 22.8 22.3 21.6 22.3 23.3Combined ratio 93.2 94.0 100.5 100.4 111.3

Life and Savings OperationsPremiums and contract charges $1,519 $ 1,502 $ 1,336 $ 1,368 $ 1,053Net investment income 2,115 2,085 2,045 1,992 1,827Operating income 392 377 368 327 226Realized capital gains and losses, after-tax 158 123 20 10 (15)Net income 550 497 388 337 211Statutory premiums and deposits 5,902 4,946 5,157 4,874 4,539Investments including Separate Accounts 41,863 37,341 33,588 31,065 26,197

For more detailed information see proxy statement.

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Condensed Consolidated Income Statements$ in millions except per share data

Year ended December 31,

Revenues 1998 1997 1996

Insurance premiums and contract charges $20,826 $20,106 $19,702Net investment income 3,890 3,861 3,813Realized capital gains and losses 1,163 982 784Total revenues 25,879 24,949 24,299

Costs and ExpensesInsurance claims and contract benefits 16,016 15,751 16,800Costs and expenses 5,205 4,826 4,699Total costs and expenses 21,221 20,577 21,499Gain (loss) on disposition of operations 87 62 (131)

Income from operations before income tax expense, dividends on preferred securities, and equity in net income of unconsolidated subsidiary 4,745 4,434 2,669

Income tax expense 1,422 1,324 619Income before dividends on preferred

securities and equity in net income of unconsolidated subsidiary 3,323 3,110 2,050

Dividends on preferred securitiesof subsidiary trusts (39) (39) (4)

Equity in net income of unconsolidated subsidiary 10 34 29Net income $ 3,294 $ 3,105 $ 2,075Earnings per share–diluted $ 3.94 $ 3.56 $ 2.31

For more detailed information see proxy statement.

Allstate has produced record net income for four

consecutive years. By increasing sales of core insurance

products, controlling the cost of claims and taking

advantage of investment opportunities, Allstate

increased net income to $3.3 billion in 1998.

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Condensed Consolidated Balance Sheets $ in millions

December 31,

Assets 1998 1997

Investments $66,525 $62,548Premium installment receivables, net 3,082 2,959Deferred policy acquisition costs 3,096 2,826Reinsurance recoverables, net 1,932 2,048Accrued investment income 751 711Property and equipment, net 803 741Cash 258 220Other assets 1,146 1,283Separate Accounts 10,098 7,582

Total assets $87,691 $80,918

LiabilitiesInsurance reserves $24,482 $24,485Contractholder funds 21,133 20,389Unearned premiums 6,425 6,233Claim payments outstanding 778 599Other liabilities and accrued expenses 4,578 3,193Deferred income taxes 461 381Debt 1,746 1,696Separate Accounts 10,098 7,582

Total liabilities 69,701 64,558

Mandatorily redeemable preferred securities of subsidiary trusts 750 750

Total shareholders’ equity 17,240 15,610

Total liabilities and shareholders’ equity $87,691 $80,918

For more detailed information see proxy statement.

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Condensed Consolidated Statements of Cash Flows$ in millions

Year ended December 31,

Cash Flows from Operating Activities 1998 1997 1996

Net income $ 3,294 $ 3,105 $ 2,075Adjustments to reconcile net income to net cash

provided by operating activities (403) 237 961Net cash provided by operating activities 2,891 3,342 3,036

Cash Flows from Investing ActivitiesProceeds from sales 19,356 16,725 14,837Investment collections 7,140 7,197 4,927Investment purchases (26,744) (25,752) (22,647)Change in short-term investments, net (610) 427 (764)Change in other investments, net (95) (105) 12Acquisition of subsidiary (275) – –Proceeds from disposition of operations 49 138 378Purchases of property and equipment, net (188) (150) (126)

Net cash used in investing activities (1,367) (1,520) (3,383)

Cash Flows from Financing ActivitiesNet cash provided by (used in) financing activities (1,486) (1,718) 373

Net Increase in Cash 38 104 26Cash at Beginning of Year 220 116 90Cash at End of Year $ 258 $ 220 $ 116

For more detailed information see proxy statement.

Allstate is in the strongest financial position in its

history. With assets increasing to $88 billion, share-

holders’ equity of $17 billion and positive cash flows

from operations, Allstate is well positioned to execute

its strategies and grow the business.

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Consolidated Financial Highlights for the Year

24.3 24.9 25.9

Revenues$ in billions

96 97 98

Realized Capital GainsInvestment IncomePremiums

1,600 2,429 2,573

Operating Income$ in millions

96 97 98

Allstate is engaged in the property-liabilityinsurance and life and savings businesses,principally in the United States, Canadaand Germany. Allstate’s largest business isthe sale of private passenger auto andhomeowners insurance through its exclusiveagency force. The company’s other majorbusiness is the sale of life insurance andsavings products, including annuity andgroup pension products.Revenues increased to $25.9 billion Consolidated revenues increased 3.7 percent or$930 million in 1998 compared to 1997. Property-liability earned premiumsgrew 3.8 percent or $703 million, accounting for most of the revenue growth dur-ing the year. The improvement in revenues also included an increase of $29 millionin investment income and a $181 million increase in realized capital gains.

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2,075 3,105 3,294

Net Income$ in millions

96 97 98

Operating IncomeRealized Capital GainsOther

Fixed Income SecuritiesEquitiesMortgage Loans

Short-termOther

1998 Investments$ in billions

$2.5

$.6

$53.6

$6.4

$3.4

Operating income rose 5.9 percent Consolidated operating income rose to $2.6 bil-lion for 1998, a 5.9 percent increase over 1997 and the fourth consecutive yearthe company has posted record operating earnings. 1998’s performance was drivenby strong property-liability results despite the effects of increased catastrophes dur-ing the year. Catastrophe losses for the year were $507 million after-tax versus anunusually low $237 million after-tax in 1997.

Net income increased to $3.3 billion Consolidated net income increased 6.1 percent to $3.3 billion or $3.94 per share on a diluted basis. The record income reflectedstrong operating results in the property-liability business, which benefited fromgrowth in sales and favorable auto loss trends. The increase in net income alsoreflected higher realized capital gains during the year.

Investments grew to $66.5 billion Consolidated investments for the company increased6.4 percent or $4.0 billion during 1998, reflecting overall growth in the company.Investment income for the year was up only slightly as increases in income due to thegrowth of the portfolio were offset by a decline in the overall portfolio yield and theimpact of our ongoing share repurchase program. A decline in the average portfolioyield occurs as new and reinvested funds are invested at rates that are lower than theoverall portfolio yield. Realized capital gains after-tax increased 8.8 percent over1997, benefiting from the sale of the company’s real estate portfolio during the year.

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Property-Liability Highlights for the Year

Allstate’s property-liability business is principally engaged in the sale of privatepassenger auto and homeowners insurancesold primarily through the company’s ex-clusive agency force. Allstate is the secondlargest personal property and casualtyinsurer in the United States.Premiums written grew 3.9 percent Property-liability premiums written were $19.5billion in 1998, an increase of $726 million from 1997. Premiums written in ourcore lines of standard auto, non-standard auto and homeowners increased 2.6 per-cent, 6.0 percent and 7.8 percent respectively. The growth in the standard and non-standard auto lines was attributable to increased renewals on existing policies andhigher average premiums. The increase in the homeowners business benefited fromgrowth in new business as well as higher average premiums.

Underwriting income increased 16.1 percent Property-liability underwriting incomewas $1.3 billion in 1998, an increase of $181 million from 1997. The improve-ment in the underlying results of the company was due to an increase in premiums

18.6 18.8 19.5

Premiums Written by Line$ in billions

96 97 98

Standard AutoNon-standard AutoHomeowners

Other

100.5 94.0 93.2

Operating Ratios

96 97 98

Expense RatioClaims andClaims Expense Ratio

(85) 1,123 1,304

Underwriting Income (Loss)$ in millions

96 97 98

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Fixed Income Securities–Tax ExemptEquities

Fixed Income Securities–TaxableOther

1998 Property-Liability Investments$ in billions

$1.4

$17.6

$8.9

$5.8

991 365 780

Catastrophe Losses (Pretax)$ in millions

96 97 98

earned and favorable auto loss trends. The combined ratio improved to 93.2 from94.0 in the prior year despite a significant increase in catastrophes during the year.

Investments were $33.7 billion Property-liability investments increased $1.5 billionor 4.5 percent in 1998. Investment income decreased slightly during the year asincome earned due to the increase in investments was offset by lower investmentyields and the effects of dividends paid to The Allstate Corporation. This decreasewas also heavily influenced by interest rates, which were at a 30-year low. Almost80 percent of the portfolio is invested in fixed income securities, of which 93 per-cent are rated investment grade. Realized capital gains after-tax increased slightlyduring the year benefiting from the impact of the sale of real estate. The volatility in the stock market during 1998 resulted in lower capital gains realized on commonstock compared to 1997.

Outlook The property-liability industry operates in a fiercely competitive environment.Recent trends toward safer cars, declining medical cost inflation and lower interestrates have resulted in decreasing premium levels in recent history. The personal linesindustry is growing at a 3 to 4 percent rate and our goal is to continue to outperformthe industry and our competitors. To grow our top line we must increase sales of our core auto and homeowners lines through our exclusive agency force and alsothrough new channels such as independent agents. We must also retain our currentcustomers by providing them with the best customer experience in the industry. Todo this the company has realigned processes and expanded services, such as expandedagency hours, targeted marketing programs and increased contact with key cus-tomers. Although future medical and other claim costs may experience inflationarypressure, our claim settlement processes have been redesigned to give Allstate acompetitive advantage in controlling these costs.

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Life and Savings Highlights for the Year

3,412 3,777 3,959

Revenues$ in millions

96 97 98

368 377 392

Operating Income$ in millions

96 97 98

388 497 550

Net Income$ in millions

96 97 98

Allstate Life markets a broad line of lifeinsurance and savings products through adiverse distribution network. Life insuranceand savings products are distributedthrough Allstate agents, banks, brokers,independent life insurance agents and directresponse marketing. Statutory premiums increased 19.3 percent Life and Savings statutory premiums anddeposits were $5.9 billion, an increase of $956 million from 1997. The improvementin statutory premiums, which include all premiums and deposits on life and annuityproducts, was attributable to increased sales of group pension products and variableannuities. Sales of variable annuity products increased 15.6 percent over 1997 asvariable products tend to be more attractive to consumers than fixed rate productsin low interest rate environments. Life and Savings GAAP revenues were $4.0 bil-lion in 1998, an increase of $182 million over 1997.

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33.6 37.3 41.9

Investments Including Separate Accounts $ in billions

96 97 98

Fixed Income SecuritiesMortgage Loans

EquitiesOther

1998 Life and Savings Investments$ in billions

$.7

$26.5

$3.3

$1.3

Operating income grew to $392 million Life and Savings operating income was $392million, a 4 percent increase over 1997. The increase in operating income was dueto increased fees earned on variable annuity products and improved investmentmargins. Increases in operating income continue to be affected by a shift from fixedto variable rate products in this lower interest rate environment. Operating incomeis affected by this shift because at equal levels of sales, fixed products have tradition-ally generated more operating income than variable products.

Net income up 10.7 percent Life and Savings net income increased $53 million to$550 million. The improvement in net income was due to increased operatingearnings and after-tax realized capital gains.

Investments increased to $41.9 billion Life and Savings investments, including invest-ments of the Separate Accounts, increased 12.1 percent or $4.5 billion. Thegrowth in investments was driven by a 33.2 percent increase in Separate Accountassets due to increased variable annuity sales, new sales of fixed annuity and lifeproducts and market appreciation on fixed income securities.

Outlook The life and savings industry is experiencing increased competition due tocontinued consolidation in the financial services sector. Life and Savings is wellpositioned to compete in this industry with its diverse distribution network and awide variety of products that are designed for various interest rate environments. Toincrease sales of life and variable annuity products, Life and Savings will continueto expand through the bank and broker distribution channels and by leveraging theAllstate agent distribution network and the Allstate brand name.

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Edward A. BrennanRetired Chairman, President and Chief Executive OfficerSears, Roebuck and Co.

Michael A. MilesSpecial Limited PartnerForstmann Little & Co.

The Allstate Corporation Board of Directors

James G. AndressChief Executive OfficerWarner Chilcott PLC

Warren L. BattsRetired Chairman and Chief Executive OfficerTupperware Corporation

Edward M. LiddyChairman, President andChief Executive OfficerAllstate Insurance Company

Joshua I. SmithChairman andChief Executive OfficerThe MAXIMA Corporation

Ronald T. LeMayPresident and Chief Operating Officer Sprint Corporation

James M. DennyManaging DirectorWilliam Blair Capital Partners, L.L.C.

H. John Riley Jr.Chairman, President and Chief Executive OfficerCooper Industries Inc.

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The Allstate Insurance Company Senior Management Team

Seated, left to right:Edward M. LiddyChairman, President and Chief Executive Officer

Ronald D. McNeilSenior Vice PresidentProduct Operations

Richard I. CohenSenior Vice PresidentProperty-Casualty Claim ServiceOrganization

Thomas J. WilsonPresidentAllstate Life Insurance Company

Standing, left to right:Rita P. WilsonPresidentAllstate Indemnity Company andDeerbrook Insurance Company

Louis G. Lower, IIChairmanAllstate Life Insurance Company

Frank W. PollardSenior Vice President and ChiefInformation Officer

Casey J. SyllaSenior Vice President and ChiefInvestment Officer

Edward J. DixonSenior Vice PresidentField Operations

Steven L. GrootPresidentAllstate International

Michael J. McCabeSenior Vice PresidentMarketing and BrandDevelopment

Joan M. CrockettSenior Vice PresidentHuman Resources

Robert W. GaryPresidentProperty and Casualty

Robert W. PikeExecutive Vice President,Secretary andGeneral Counsel

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Shareholder Information

Corporate Headquarters/Home OfficeThe Allstate Corporation2775 Sanders RoadNorthbrook, IL 60062-6127(847) 402-5000http://www.allstate.com

Annual MeetingAll shareholders are cordially invited to attend theannual meeting of The Allstate Corporation:Tuesday ■ May 18, 1999 ■ 1:30 p.m.Chicago Botanic Garden1000 Lake Cook RoadGlencoe, ILHolders of common stock of record at the close ofbusiness on March 19, 1999, are entitled to vote atthe meeting. A notice of meeting, proxy statementand proxy were mailed to shareholders with thisannual report.

Transfer Agent/Shareholder RecordsFor information or assistance regarding individualstock records, dividend reinvestment plan and voluntary cash payments, dividend checks, 1099DIV and 1099B tax forms, direct deposit of dividend payments, or stock certificates, pleasecall (800) 355-5191 within the United States or (201) 324-0313 outside the United States, or write:First Chicago Trust Company,

a division of EquiServeP.O. Box 2500Jersey City, NJ 07303-2500Internet: http://www.equiserve.comE-mail: [email protected]

Please use the following address for items sent by courier or overnight mail:First Chicago Trust Company,

a division of EquiServeAttention Stock Transfer Unit525 Washington BoulevardJersey City, NJ 07310

The DirectSERVICE Investment ProgramShareholders can reinvest their Allstate cash dividends as well as make optional cash deposits topurchase additional shares of Allstate commonstock. Please write or call First Chicago TrustCompany as indicated above.

Investor InquiriesInvestor RelationsThe Allstate Corporation3075 Sanders RoadNorthbrook, IL 60062-7127(800) 416-8803

Media InquiriesAllstate Media Relations2775 Sanders RoadNorthbrook, IL 60062-6127(847) 402-5600

Form 10-K, Other ReportsShareholders may receive, without charge, a copy ofThe Allstate Corporation’s Form 10-K annual report(filed with the Securities and Exchange Commission)and other public financial information, for the yearended Dec. 31, 1998, by contacting:Investor RelationsThe Allstate Corporation3075 Sanders RoadNorthbrook, IL 60062-7127(800) 416-8803

Annual Report RecordingsAudio cassette tapes of the Allstate annual report are available to the visually impaired, without charge, bycalling (800) 416-8803.

Stock Exchange ListingThe Allstate Corporation’s common stock is listed on the New York Stock Exchange under the tradingsymbol ALL. Common stock is also listed on theChicago Stock Exchange.

Independent AuditorsDeloitte & Touche LLPTwo Prudential Plaza180 North Stetson AvenueChicago, IL 60601-6779

Common Stock and Dividend Information*Dividends

High Low Close declared

1998

First quarter 493⁄16 4015⁄16 4531⁄32 .135Second quarter 501⁄8 441⁄8 4525⁄32 .135Third quarter 523⁄8 361⁄16 411⁄2 .135Fourth quarter 483⁄8 37 381⁄2 .135

1997

First quarter 341⁄8 281⁄8 2911⁄16 .12Second quarter 381⁄2 295⁄16 361⁄2 .12Third quarter 409⁄16 3515⁄32 403⁄16 .12Fourth quarter 473⁄16 3815⁄32 451⁄4 .12Stock price ranges are from the New York Stock Exchange Composite Listing. At February 18, 1999, there were 184,332 shareholders of record.

*Restated for the effects of the 2-for-1 stock split paid on July 1, 1998.

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The Allstate Corporation2775 Sanders Road

Northbrook, Illinois 60062-6127

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