SEARS, ROEBUCK AND CO. TAX COST BASIS INFORMATION

Sears has received a ruling from the Internal Revenue Service to the effect that you will not be required to recognize any gain or loss for federal tax purposes on The Allstate Corporation (“Allstate”) shares you receive in the spin-off, except to the extent that you receive cash instead of a fractional share. Of course, if you sell your Sears or Allstate shares you will be required to recognize gain or loss on the shares sold. This explanation is intended to help you calculate a “tax cost basis” for your Sears and Allstate shares. The tax cost basis is important because you will use it to measure the amount of taxable gain or loss if you receive cash instead of a fractional share of Allstate, or if you sell your Sears or Allstate shares. While we believe the following information is a reasonable interpretation of federal tax law, you should consult your tax advisor.

General federal tax cost basis rules Allocation of basis. Federal tax rules require you to allocate the tax basis of all Sears shares (this is your “tax cost basis”) upon which Allstate shares were distributed between: (1) the Sears shares you held on the June 30, 1995 spin-off Record Date; and (2) the Allstate shares you received (including any payment you receive instead of a fractional share) in the spin-off. The tax cost basis allocation is computed using the information listed under “Information you will need” below. Fractional share. You have received .927035 of an Allstate share for each Sears share you owned on the Record Date. The number .927035 as applied to your Sears shares is called the “Distribution Ratio.” The Distribution Ratio will result in the allocation of a fractional Allstate share to most shareholders. If you have been allocated a fractional Allstate share, you will receive cash instead of the fractional share. Under federal tax rules, cash that you receive instead of a fractional Allstate share is treated as cash paid in redemption of the fractional share. You will realize a capital gain or loss, assuming the fractional share is treated as a capital asset, measured by the difference between the cash you receive for the fractional share and the tax cost basis allocated to the fractional share. Holding period. Federal tax rules also provide that the date that you purchased your Sears shares will be treated as the date you purchased the Allstate shares you received in the spin-off. If you owned Sears shares on the Record Date that were purchased on multiple dates, then your Allstate shares will have the same multiple purchase dates for tax purposes. The purchase date or dates for your Sears shares will remain unchanged. The purchase date is important because it is used to determine whether the capital gain or loss on the sale of your shares is long-term or short-term capital gain or loss (assuming your shares are treated as capital assets).

Information you will need You and your tax advisor will need the following information to allocate the tax cost basis of the Sears shares you held on the Record Date between your Sears and Allstate shares: 1. The current tax cost basis and purchase date of the Sears common shares you owned on the Record Date. This information usually can be found in your broker’s records or your personal records. (If you received Dean Witter, Discover & Co. (“DWD”) shares in the June, 1993 DWD spin-off, you should have already adjusted the “current tax cost basis” of your Sears shares to reflect the DWD spin-off distribution.) 2. The market value of Allstate and Sears common shares on the Distribution Date. The “market value” of a Sears share on the Distribution Date was $32.0625, and the “market value” of an Allstate share on that date was $29.6875. The “market value” of a share is the average of the high and low trading prices on the Distribution Date as reported by the New York Stock Exchange. In the case of a Sears share, the market value is based on prices for shares trading without the right to the Allstate spin-off dividend. 3. The Distribution Ratio. The Distribution Ratio is .927035. 4. Basis allocation factors. The basis allocation factor for your Sears shares is .538107 and the basis allocation factor for your Allstate shares is .461893. This means that 53.8107% of your tax cost basis is allocated to your Sears shares and 46.1893% is allocated to your Allstate shares. These factors will be used to calculate a new tax cost basis for each purchase date. An example of a tax cost basis allocation and worksheet appears on the reverse side of this explanation. Again, you should consult your tax advisor regarding your tax cost basis allocation. -OVER- TAX COST BASIS CALCULATION EXAMPLE AND WORKSHEET Following is an example tax cost basis allocation and a worksheet that you and your tax advisor may use to make your own tax cost basis allocation for Sears shares owned on the Record Date and Allstate shares received as a result of the spin-off. You and your tax advisor will need to adapt this worksheet if you have more than two purchase dates.

EXAMPLE WORKSHEET

Jane Doe owned 300 Sears shares on the Record Date. Jane has already You owned ______Sears shares on the Record Date. Your purchase adjusted the tax basis for her Sears shares to reflect the June, 1993 DWD dates and current cost basis (where appropriate, adjusted for the June, spin-off distribution. Her purchase dates and adjusted basis are as follows: 1993 DWD spin-off) are as follows:

Sears Per Share Original Tax Sears Per Share Original Tax Purchase Date Shares Basis Cost Basis Purchase Date Shares Basis Cost Basis Nov. 20, 1985 100 X $ 27.22 = $ 2,722.00 X $ = $ Jan. 25, 1993 200 X $ 36.78 = $ 7,356.00 X $ = $ Total shares 300 Total shares

Jane received .927035 of an Allstate share for each Sears share that she You received .927035 of an Allstate share for each Sears share that you owned on the Record Date. Jane calculated the total number of Allstate owned on the Record Date. You calculate the total number of Allstate shares she received as follows: shares you received as follows:

Sears Distribution Allstate Sears Distribution Allstate Purchase Date Shares Ratio Shares Purchase Date Shares Ratio Shares Nov. 20, 1985 100 X .927035 = 92.7035 X = Jan. 25, 1993 200 X .927035 = 185.4070 X = Total shares 300 278.1105 Total shares

Jane Doe uses the basis allocation factors provided on the reverse side of You may use the basis allocation factors provided on the reverse side of this page to allocate the original tax cost basis between her Sears and this page to allocate the original tax cost basis between your Sears and Allstate shares. Jane calculates a new basis for each purchase date as Allstate shares. You may calculate a new basis for each purchase date as follows: follows:

Shares and Basis Original New Shares and Basis Original New Purchase Allocation Tax Cost Tax Cost Purchase Allocation Tax Cost Tax Cost Date Factor Basis Basis Date Factor Basis Basis Sears–11/20/85 .538107 X $2,722.00 = $ 1,464.73 Sears- / / .538107 X $ = $ Allstate-11/20/85 .461893 X $2,722.00 = $ 1,257.27 Allstate- / / .461893 X $ = $ Sears-1/25/93 .538107 $7,356.00 = $ 3,958.32 Sears- / / .538107 X $ = $ Allstate-1/25/93 .461893 $7,356.00 = $ 3,397.68 Allstate- / / .461893 X $ = $

Jane received a cash payment instead of a .1105 fractional share allocation You received a cash payment instead of a ______fractional share of Allstate stock. Jane’s tax cost basis for the fractional share is allocation of Allstate stock. Your tax cost basis for the fractional share determined using her Allstate per share tax cost basis. The Allstate per is determined using your Allstate per share tax cost basis. The Allstate share tax cost basis is the Allstate new tax cost basis for Jane’s oldest per share tax cost basis is the Allstate new tax cost basis for your oldest purchase date (11/20/85) divided by the number of Allstate shares purchase date (__/__/__) divided by the number of Allstate shares allocated for that purchase date. The fractional share cost basis calculation allocated for that purchase date. The fractional share cost basis is as follows: calculation is as follows:

Fractional Fractional New Tax Allstate Fractional Share New Tax Allstate Fractional Share Cost Basis Shares Share Cost Basis Cost Basis Shares Share Cost Basis $1,257.27 ÷ 92.7035 X .1105 = $ 1.50 $ ÷ $ X = $

TAX BASIS

The IRS has ruled that for U.S. federal income tax purposes you will not be required to recognize any gain or loss when you receive any Dean Witter, Discover & Co. (“DWD”) shares in the spin-off. However, if you received a check in lieu of a fractional share of DWD, or if you sell your Sears of DWD shares, you will need to calculate your tax cost basis for the shares to determine your gain or loss for tax purposes. This explanation is designed to help you understand the calculation of the new tax cost basis for your Sears and DWD shares. While we believe the following information is a reasonable interpretation of U.S. federal tax law, you should consult your tax advisor.

The purchase price and purchase date of the Sears common shares you owned on the Record Date for the distribution (June 28, 1993) is the first information you need. This information generally can be found in your broker’s records or your personal records. You will also need the fair market value of a share of DWD and a common share of Sears, on June 30, 1993, the Distribution Date. The fair market value of the shares is based on the average of the high and low trading prices on the Distribution Date. The average for Sears was $40.375 and the average for DWD was $37.1875.

U.S. federal income tax rules relating to spin-offs require that the tax cost basis of all Sears shares upon which DWD shares were distributed must be allocated between (1) the Sears shares held on the Record Date for the distribution and (2) the new DWD shares (including fractional shares) received in the spin-off. The allocation of the tax cost basis is derived using a ratio of the fair market value of the Sears and the DWD shares on the Distribution Date.

The date(s) that your Sears shares were purchased becomes the date(s) of purchase for income tax purposes of the DWD shares you receive in the distribution. If you owned Sears shares at the Record Date that were purchased on multiple dates, then your DWD shares will have the same multiple purchase dates for tax purposes. The purchase date or dates for your Sears shares will remain unchanged.

You will receive .39031 DWD shares for each Sears share you owned on the Record Date. If this allocation resulted in any fractional shares of DWD, you will receive a check based on the sale price of fractional shares in the open market. Cash which you receive in lieu of a fractional share of DWD will be treated for U.S. federal income tax purposes as paid in exchange for the fractional share. You will realize a capital gain or loss, provided that the fractional share is considered to be held as a capital asset, measured by the difference between the cash received for the fractional share and your tax basis allocated to the fractional share.

The following page provides an example of the calculation of the new tax cost basis of the Sears and DWD shares for a holder of Sears common shares on the Record Date. It is based on the distribution ratio of .39031 and the fair market value of Sears and DWD on the Distribution Date, and assumes multiple dates for the purchase of Sears shares.

For further information, please consult your tax advisor. EXAMPLE OF TAX COST BASIS CALCULATION For Sears Shares Owned on Record Date and DWD Shares Received as a Result of the Spin-off

Fair Market Value on Distribution Date (6/30/93)

Sears Price $40.375 DWD Price $37.1875

Sears Shares Owned on Record Date (6/28/93) ?

Number Price Per Total Purchase Purchase Date of Shares Share Price Nov. 20, 1985 100 $37.00 $3,700.00 Apr. 2, 1990 200 39.00 7,800.00

DWD Shares Received at Distribution Ratio of .39031 DWD Shares Sears Shares bought 11/20/85 (100 shares) 100 X .39031 = 39.031 Sears Shares bought 4/2/90 (200 shares) 200 X .39031 = 78.062 Totals 300 117.093

Allocation of Tax Cost Basis (Basis Allocation Factor) ?

Sears Shares (300 X 40.375) ÷ (300 X 40.375 + 117.03 X 37.1875) = 73.557% DWD Shares (117.093 X 37.1875) ÷ (300 X 40.375 + 117.093 X 37.1875) = 26.443%

Calculation of New Tax Cost Basis ?

Shares Bought 11/20/85

Basis Allocation Original Tax New Tax Per Share New Shares Factor Cost Basis Cost Basis Tax Cost Basis 100 Sears 73.557% $3,700.00 $2,721.61 $27.22 39.031 DWD 26.443% 3,700.00 978.39 25.07

Shares Bought 4/2/90

Basis Allocation Original Tax New Tax Per Share New Shares Factor Cost Basis Cost Basis Tax Cost Basis 200 Sears 73.557% $7,800.00 $5,737.45 $28.69 78.062 DWD 26.443% 7,800.00 2,062.55 26.42