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36.181113.311.945.3148.2411.034.5810Return on equity(%) We returned 2.8 billion to shareholders througha combination of common stock dividends and therepurchase of 8.7% of the beginning-of-yearoutstanding shares. Since the beginning of 2010, Allstate had a total shareholderreturn of 161.2%, better than both the S&P Property &Casualty Index, 107.7%, and the S&P 500, 103.6%. Book value per diluted common share rose 6.5% to 48.24at year end.BUILDING A PURPOSE-DRIVEN ORGANIZATIONOver the last seven years, we have become a purposedriven company. Our next step is to become a collectionof purpose-driven individuals who together are a“Force For Good.” We will help customers achieve theirdreams, provide shareholders with attractive returns, giveemployees a place to achieve their purposes in life andimprove local communities.Allstate is innovativeAllstate is on the leading edge of product andservice innovation. Our goal is to provide a customerexperience that offers service, connectedness, safety,preparedness and value, through cutting-edgeofferings such as Drivewise and QuickFoto Claim .14134.312101413115.2EXCELLENT RETURNS TO SHAREHOLDERSAllstate continues to be an excellent investment anddelivered strong and consistent value for 72.42.3132.12.312Book value perdiluted common share( )Operating income*( billions)2.7Net income availableto common shareholders( billions)Allstaters share a common commitment to helping others. Ourfocus is on empowerment, helping people help themselves to leadbetter lives. In 2014, The Allstate Foundation, Allstate, employeesand agency owners gave 34 million to support local communities,including teen safe driving and domestic violence programs. Some67% of agency owners and employees are involved in communityservice. To date, our programs have helped more than 1.5 millionyoung drivers and 580,000 survivors of domestic violence.GROWING TODAY, SHAPING THE FUTUREUnder the governance of Allstate’s outstanding board ofdirectors, we are building a new type of corporation. It is a boldvision, but one we will achieve. Indeed, we are already well onthe way to shaping the future! HOMAS J. WILSONTChairman and Chief Executive OfficerApril 6, 2015

Our Shared PurposeWe are the Good Hands :We help customers realize their hopes and dreams by providing thebest products and services to protect them from life’s uncertaintiesand prepare them for the future.OUR STRATEGIC VISIONDeliver substantially more value than thecompetition by reinventing protection andretirement to improve customers’ lives.OUR CORPORATE GOALCreate long-term value by serving ourstakeholders, taking appropriate risks, andleveraging our capabilities and strategic assets.OUR VALUES Honesty, caring and integrity Inclusive diversity Engagement Accountability Superior performanceOUR PRIORITIES Customer focus Operational excellence Enterprise risk and return Sustainable growth Capital management OUR OPERATING PRINCIPLES ut the customer at the center of all our actions.P Use consumer insights, data, technology andpeople to create disruptive innovation to betterserve customers and generate growth. Execute well-considered decisions withprecision and speed. Focus relentlessly on those few things thatprovide the greatest impact. Be a learning organization that leveragessuccesses, learns from failures andcontinuously improves. Provide employees, agency owners and financialspecialists fulfilling opportunities, personalgrowth and performance-based rewards. Take an enterprise view of our people andprocesses, and work as a single team to advanceAllstate rather than our individual interests.OUR LEADERSHIP PRINCIPLESWe empower every employee to lead anddrive change. We’re here to serve. We win together. We drive results. We’re transparent. We continuously get better. We develop each other.

The Allstate Corporation2775 Sanders RoadNorthbrook, IL 60062LETTER TO STOCKHOLDERS FROMYOUR BOARD OF DIRECTORSApril 6, 2015To Our Stockholders,The actions we took in 2014 relating to strategy, capital utilization, executivecompensation and governance built on a strong foundation of results andoversight. The complete story is provided in the annual report and this proxystatement but this letter highlights the significant actions taken based onconversations with stockholders throughout the year. Overall, it has been aproductive and busy year with total stockholder return of 30.9% for 2014. Thisbrings total stockholder return for three- and five- years to 171.0% and 161.2%,respectively, outperforming our property and casualty and life insurance peers. Atthe same time, progress has been made in becoming a purpose-drivenorganization that provides customers superior products and services.STRATEGIC OVERSIGHTAllstate maintained the same strategy of providing unique value propositions todifferent segments of the personal lines insurance market. This strategy is workingas the company has grown policies in force and improved customer satisfactionwhile maintaining excellent profitability.CAPITAL UTILIZATIONIn 2014, Allstate returned 2.78 billion to stockholders through a combination ofcommon stock dividends and the repurchase of 8.7% of the outstanding shares.Net income return on equity was 13.3% and the ratio of debt to capital resourceswas lowered to 18.9% by issuing preferred stock and repaying maturing debt.EXECUTIVE COMPENSATIONTo ensure that our compensation programs and payouts are aligned withstockholder value, we made changes to performance stock awards and equityretention requirements. The goals for performance stock awards were changed to a three-year averageoperating income return on equity instead of three one-year operating incomereturn on equity goals. The change was made due to reduced homeownersinsurance volatility given management’s progress in reducing catastropheexposure.4NOV201122400855 Equity retention requirements were lengthened for the 2014 awards in responseto a stockholder proposal in 2013 that received support from approximatelyone-third of the voted shares. Despite this change, a similar proposal receivedsupport from about a quarter of the shares voted in 2014. As a result, weconsulted with stockholders representing over one-third of our outstandingshares and the compensation committee’s independent advisor to see ifadditional changes were warranted. We decided to stay with the current equityretention requirements since management’s ownership is in excess of the

stock ownership guidelines and the proposal is not in line with industrypractice, as discussed in more detail on page 72. We did adopt a policyprohibiting the pledging of Allstate securities for senior executives anddirectors.CORPORATE GOVERNANCEWe continued our practice of interacting with stockholders on governance issuesthree times a year: before, during, and after annual stockholder voting. Each Boardcommittee considers this feedback from stockholders and takes action as needed. Board composition is vital to effective oversight and we focus on having a teamof independent directors with the capabilities, experience, diversity, and tenureto represent your interests. Mike Eskew joined this team in 2014 and bringssubstantial operating, technology, and governance experience. Mandatory auditor rotation was considered by the audit committee, and itdetermined that a process of annual evaluation remained appropriate. Thecommittee has solicited requests for information from other auditing firmswithin the last three years. Cybersecurity is a growing threat for all companies, so the audit committeeincreased its focus on these initiatives to supplement oversight by the Boardand the risk and return committee. The Board expanded its efforts to develop a thorough understanding of thecompany’s leadership depth and culture. Board members have regularinteraction with senior management, an annual interactive dialogue with otherhigh-performing officers, and participate in ethics discussions with officers.We want to thank two very experienced and effective directors who are retiringfrom the Board. Duane Ackerman, lead director, provided his expertise andwisdom for 16 years. Jack Greenberg’s advice and guidance have also beeninvaluable for 13 years. Their service on behalf of Allstate stockholders has beenexemplary. We will miss them and are extremely thankful that they chose toshare their expertise with us.As Allstate’s Board of Directors, we remain fully committed to helping Allstateserve customers, deliver excellent operating results, and create attractivestockholder returns.13FEB201509570212F. Duane Ackerman13FEB201509581634Michael L. Eskew13FEB201509582659Siddharth N. h A. Sprieser13FEB201509585397Robert D. Beyer13FEB201509570768Jack M. Greenberg13FEB201509565410Andrea Redmond13FEB201509574570Mary Alice Taylor13FEB201509584768Kermit R. Crawford13FEB201509583824Herbert L. Henkel12FEB201514332945John W. Rowe12FEB201514331154Thomas J. Wilson

Table of ContentsNotice of Annual Meeting1Proxy Summary2Proxy and Voting Information4Corporate Governance PracticesBoard Meetings and CommitteesNomination Process for Board ElectionProposal 1. Election of DirectorsDirector BiographiesBoard Leadership Structure and PracticesRelated Person TransactionsNominee Independence DeterminationsCommunication with the Board789111323252525Executive Compensation27Proposal 2. Say-on-Pay: Advisory Vote on theExecutive Compensation of the NamedExecutivesCompensation Discussion and AnalysisExecutive Compensation — OverviewExecutive Compensation — DesignExecutive Compensation — Earned AwardsCompensation Committee ReportExecutive Compensation — TablesExecutive Compensation — PerformanceMeasures2728283242464762New Sections Include.Proxy Summary. See a snapshot of theannual meeting agenda, and thegovernance, executive compensation,and other highlights for 2014.PageEvaluation Process for CurrentDirectors. Learn about ourcomprehensive process for directors.PageOverview of Director Nominees. Read asummary of the 10 diverse, highlyqualified nominees for our Board ofDirectors.PageStockholder Engagement. Understandour ongoing engagement withstockholders.PageExecutive Overview of Compensation.Review our 2014 performance; how wealign pay with performance; andchanges to our compensation program.PageIncentive Design and Goal Setting.Review our compensation andsuccession committee’s robust processfor determining annual and long-termincentives for management.PageOther ItemsDirector CompensationSecurity OwnershipSection 16(a) Beneficial Ownership ReportingComplianceProposal 3. Ratification of the Appointmentof Independent Registered PublicAccountantAudit Committee ReportStockholder ProposalStockholder Proposals for the 2016 AnnualMeetingAllstate 401(k) Savings Plan ParticipantsProxy Statement and Annual Report DeliveryProcedures for Attending the Annual MeetingProxy dicesAppendix A — Categorical Standards ofIndependenceAppendix B — Policy Regarding Pre-Approvalof Independent Registered PublicAccountant’s ServicesAppendix C — Executive OfficersAppendix D — Definitions of Non-GAAPMeasuresA-1B-1C-1D-1Other Highlights.How to vote in advance of the annual meeting.Page 1Cybersecurity oversight enhanced. Page 23

Notice of Annual Meeting9MAR201204034531PROXY STATEMENTNotice of 2015 Annual Meeting of StockholdersWhen:Where:Items of Business:Tuesday, May 19, 2015, at 11:00 a.m. Central time. Registration begins at10:00 a.m.Allstate, West Plaza Auditorium3100 Sanders RoadNorthbrook, Illinois 60062 Election of 10 directors. Say-on-pay: advisory vote on the compensation of the named executives. Ratification of appointment of Deloitte & Touche LLP as Allstate’s independentregistered public accountant for 2015. One stockholder proposal, if properly presented at the meeting.In addition, any other business properly presented may be acted upon at themeeting.Who Can Vote:Holders of Allstate stock at the close of business on March 20, 2015. Your voteis important. Please vote as soon as possible by one of the methods shownbelow.Attending the Meeting:Stockholders who wish to attend the meeting in person should review page 74.Date of Mailing:On April 6, 2015, Allstate began mailing its notice of Internet availability ofproxy materials, proxy statement and annual report, and proxy card/votinginstruction form to stockholders and to participants in the Allstate 401(k)Savings Plan.By Order of the Board,19MAR201402482383Susan L. LeesSecretaryApril 6, 2015Important Notice Regarding the Availability of Proxy Materialsfor the Stockholder Meeting to Be Held on May 19, 2015.The Notice of 2015 Annual Meeting, Proxy Statement, and 2014 Annual Report andthe means to vote by Internet are available at www.proxyvote.com.YOUR VOTE IS IMPORTANT: HOW TO VOTE IN 1043504615MAR201510434421By TelephoneBy InternetBy MailBy Tablet or SmartphoneIn the U.S. or Canada, youcan vote your sharestoll-free by calling1-800-690-6903.You can vote your sharesonline atwww.proxyvote.com.You can vote by mail bymarking, dating, andsigning your proxy card orvoting instruction formand returning it in thepostage-paid envelope.You can vote your sharesonline with your tablet orsmartphone by scanningthe QR code above.Make sure to have your proxy card or voting instruction form in hand and follow the instructions.The Allstate Corporation1

9MAR201204034531Proxy SummaryPROXY STATEMENTProxy SummaryThis summary highlights selected information contained elsewhere in this proxy statement. This summary does notcontain all of the information that you should consider in deciding how to vote. You should read the entire proxystatement carefully before voting.2015 Annual Meeting of StockholdersTime and Date:11:00 a.m. Central time, Tuesday, May 19, 2015Place:Allstate, West Plaza Auditorium, 3100 Sanders Road, Northbrook, ILRecord Date:March 20, 2015Voting:Stockholders as of the record date are entitled to vote. Each share of common stock isentitled to one vote for each director position and one vote for each of the other proposals.Meeting Agenda and Voting RecommendationsProposal1. Election of 10 Directors.2. Say-on-Pay: Advisory Vote on the Compensation of Named Executives.3. Ratification of the Appointment of Deloitte & Touche LLP for 2015.4. Stockholder Proposal on Equity Retention by Senior 11276971Governance HighlightsSee ‘‘Letter to Stockholders from Your Board of Directors’’ for an overview describing Allstate’s strategy, capitalutilization, executive compensation, and governance in 2014.Board HighlightsAdded a new director in 2014: Mr. Eskew addsoperating, technology, and corporate governanceleadership experience to our Board. Page 15Ms. Sprieser will be our new lead director assumingher re-election at the 2015 annual meeting. Page 23The composition of the nominees for the Board of Directors consists MAR201510310579The Allstate CorporationPublic CompanyBoard Experience80%15MAR201510311388CEO Experience70%15MAR201510310444Relevant IndustryExperience60%16MAR201514295365Tenure 5 years50%15MAR201510311653

Proxy Summary9MAR201204034531PROXY STATEMENTTotal cash paid to stockholders was 2.78 billion,which included common stock dividends and sharerepurchases. Page 282014 HighlightsStrong operational performance resulted in netincome available to common stockholders of 2.75 billion, or 6.27 per diluted common share,compared with 2.26 billion, or 4.81 per dilutedcommon share in 2013. Page 28Total stockholder return was 30.9%, which brings thethree- and five-year returns to 171.0% and 161.2%,respectively. Page 29Executive Compensation Highlights2012-2014 Operating Income(1) Compared with CEO Total 7.118.715.61,00020.010.0500030.02012Operating Income2013Total Compensation ( M)Operating Income ( M)3,0000.02014Total Compensation (CEO Only)16MAR201504010123(1) The Operating Income measure is not based on accounting principles generally accepted in the United Statesof America (‘‘non-GAAP’’) and is defined and reconciled to the most directly comparable GAAP measure inAppendix D.(2) As reported in the ‘‘Total’’ column of the Summary Compensation Table.Operating income declined in 2014 as a result ofincreased catastrophe losses and the disposition ofLincoln Benefit Life Company. The underlyingcombined ratio remained at an attractive level andProperty-Liability premiums written grew by 5%.Page 28 and Appendix DTotal 2014 compensation for the CEO decreased 16%year over year despite a total return to stockholders inexcess of peers and the overall market. Page 47Enhanced disclosure on incentive compensationgoal-setting in response to stockholder feedback.Page 33Measurement period for performance stock awardswas changed from three separate one-year periods toone single three-year period. Page 36Lengthened equity retention requirements in responseto stockholder dialogue. Page 38Other HighlightsAdopted policy in 2014 prohibiting pledging. Page 38Director compensation was changed in 2014. Page 64See more about the audit committee’s oversight andengagement of the independent auditor. Page 69To attend the annual meeting, you must follow certainprocedures. Page 74The titles and responsibilities of certain executiveofficers changed effective January 2015. Appendix CThe Allstate Corporation3

9MAR201204034531Proxy and Voting InformationPROXY STATEMENTWHO IS ASKING FORYOUR VOTE AND WHY:The Allstate Board of Directors is soliciting proxies for use at the annual meeting ofstockholders to be held on May 19, 2015, and any adjournments or postponementsof the meeting. The annual meeting will be held only if there is a quorum, whichmeans that a majority of the outstanding common stock entitled to vote isrepresented at the meeting by proxy or in person. To ensure there will be a quorum,the Allstate Board asks you to vote before the meeting, which allows your Allstatestock to be represented at the annual meeting. Instructions on how to vote yourshares are included on the Notice on page 1.WHO CAN VOTE:The Allstate Board has set the close of business on March 20, 2015 as the recorddate for the meeting. This means that you are entitled to vote if you were astockholder of record at the close of business on March 20, 2015. On that date,there were 408,878,853 Allstate common shares outstanding and entitled to vote atthe annual meeting.HOW TO VOTE:If you hold shares in your own name as a registered stockholder, you may vote inperson by attending the annual meeting, or you may instruct the proxies how to voteyour shares by following the instructions on the proxy card/voting instruction form. Ifyou plan to attend the meeting in person, please see the details on page 74.If you hold shares in street name (that is, through a broker, bank, or other recordholder), you should follow the instructions provided by your broker, bank, or otherrecord holder to vote your shares.If you hold shares through the Allstate 401(k) Savings Plan, please see theinstructions on page 73.Before your shares have been voted at the annual meeting by the proxies, you maychange or revoke your voting instructions by providing instructions again bytelephone, by Internet, in writing, or, if you are a registered stockholder, by voting inperson at the annual meeting.CONFIDENTIALITY OFVOTES:All proxies, ballots, and tabulations that identify the vote of a particular stockholderare confidential, except as necessary to allow the inspector of election to certify thevoting results or to meet certain legal requirements. A representative of AmericanElection Services, LLC will act as the inspector of election and will count the votes.The representative is independent of Allstate and its directors, officer

focus is on empowerment, helping people help themselves to lead better lives. In 2014, The Allstate Foundation, Allstate, employees and agency owners gave 34 million to support local communities, cf v mp S 67% of agency owners and employees are involved in community service. To date, our programs have helped more than 1.5 million