Use these links to rapidly review the document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Table of Contents

Table of Contents

					Board Capabilities
					We believe thatalso enhanced our capabilities to oversee the Board's most critical roles are strategic oversight, corporate governance, stockholder advocacy,company's risk and leadership. Allreturn practices by creating a risk and return committee of the directors have strong skillsBoard. The entire Board remains fully involved in risk and return principles, practices, and results, as this is tightly linked to strategy for an insurance company, and consequently conducts a formal review every six months. We added the Board committee to ensure sufficient expertise and continuity between these four areas based on their considerable professional experience and career successes. In addition, each director has unique expertise that enhancesreviews. This also enables the board's abilityaudit committee to oversee Allstate's long-term success. Our collective expertise is based on each director's experience in operating businesses, working in relevant industries, serving in financial management roles, or overseeing executive compensation and succession planning. We invite youdevote additional resources to review our individual biographies on pages 9-20. We further enhanced our board's capabilities by recruiting Kermit Crawford, Presidentmonitoring cybersecurity initiatives. The chairs of the Walgreen Company pharmacy business,audit and Herbert Henkel, former Chairmanrisk and CEOreturn committees are members of Ingersoll-Rand Company.both committees to ensure integration at the Board level.
					Executive Compensation
					The nominating and governance committee has expanded and formalized Board evaluation practices. Individual director evaluations are conducted annually by the lead director, chair of the nominating and governance committee, and the chairman. We made several changesalso reviewed the concept of Board tenure to Allstate's executive compensation program for 2012, which are detailed inensure we maintain appropriate independence and perspective while ensuring the compensation discussion and analysis on pages 25-39. We would like to highlight the following changes:
					• Performance stock awards. We replaced time-based restricted stock awards with performance stock awards (PSAs). PSAs are earned upon achievement of future return on equity targets as outlined on pages 32-34.
					• CEO Compensation. Mr. Wilson's target compensation was below the benchmark 50th percentile for the last several years. Based on improved business results, his continued tenure and experience as Allstate's CEO, and an independent compensation consultant's review of market and industry data, we increased Mr. Wilson's incentive compensation targets. The changes place Mr. Wilson's total target direct compensation opportunity at approximately the 50th percentile of our compensation peer group. The performance-based incentive compensation design requires strong corporate performance before Mr. Wilson's actual compensation increases. See pages 34-35 for more details on the adjustments to Mr. Wilson's compensation.continuity
					STRATEGY AND BUSINESS RESULTS
					Allstate's strategy of providing differentiated products and services to the four consumer segments of the insurance market is working. The Property-Liability combined ratio improved from 2011 and as a result net income rose to $2.3 billion in 2012 from $787 million in 2011. The 2011 Esurance acquisition has rewarded Allstate with unit growth of 31% in the self-directed, brand-sensitive consumer segment. The investment portfolio generated a return of 7.3% despite the low interest rate environment. Return on equity increased 7.6 points to 11.9% in 2012, benefiting from good weather, continued strong auto profitability, and improved returns in the homeowners business. These results have been recognized by the market, giving Allstate stockholders a total return of 50% in 2012 and 44% over the past three years.
					Finally, we wish to extend our gratitude to Joshua Smith and Jim Farrell for their 16 and 14 years, respectively, of outstanding service as Allstate directors. Their considerable expertise in strategy, board governance, and leadership development provided great insights in overseeing Allstate's strategy and performance. We wish them all the best in retirement. The Allstate board is fully committed to fulfilling its fiduciary obligations to all stockholders. We are steadfast in our belief that Allstate's current business strategy will reward your continued support. The Allstate Board of Directors

Table of Contents

					THE ALLSTATE CORPORATION 2775 Sanders Road Northbrook, Illinois 60062-6127 April 10, 2013 Notice of 2013 Annual Meetingnecessary for directors to evaluate management's performance in executing multi-year strategies. An established retirement age for directors creates an upper limit on Board tenure and Proxy Statementhistorically has led to sufficient turnover so that average director nominee tenure is 71/2 years. Our lead director or chairman also now meets every two years with each Board member to discuss their future plans so that individual circumstances are appropriately addressed.
				EXECUTIVE COMPENSATION
				Following a number of significant changes to executive compensation practices in 2012 and solid stockholder support of the say-on-pay proposal in 2013, we have focused on market-based changes to executive compensation programs. We reduced the maximum cash incentive pool funding for senior management from 250% of target to 200%. We made this change in 2012 for CEO compensation, so this change will align other executive officers with this structure in 2014. Management also revised certain employee benefit programs, which increased book value per share in 2013 and reduces future costs. The changes are estimated to substantially reduce the CEO's future pension benefits.
				Dear Stockholder: Allstate'sWe have modified equity retention requirements for senior management to provide for greater alignment between compensation and stockholder returns and to be responsive to a 2013 stockholder proposal that received 32% support. Stock ownership requirements have been six times annual meetingsalary for the CEO and three times annual salary for other senior executives. Before reaching these goals, senior management must retain 75% of stockholders willthe net proceeds from any equity award. These requirements and a management culture that is very stockholder-focused have resulted in good alignment between management and stockholders. The CEO currently holds common stock valued at 20 times salary, which has been accumulated over 19 years. Despite these strong practices and results, we added an additional equity retention requirement for senior executives who receive both performance stock awards and options, so that 75% of the net proceeds must be held on Tuesday, May 21, 2013, at 11:00 a.m. (CDT) at our officesfor an additional year past the three-year vesting period in Northbrook, Illinois. Your vote on the issues being considered at this meeting is important to Allstate's continued success. This proxy statement containscase of performance stock awards, or in the information you will need to makecase of options for an informed decision on the election of directors and five governance proposals.additional year after exercised.
					Your vote is important. Please vote as soon as possible by telephone, Internet, or mail, even if you plan to attend the meeting.BOARD COMPOSITION
							Sincerely,
							Thomas J. Wilson Chairman, President We thank John Riley, our lead director, for his insightful and Chief Executive Officer
balanced approach to Board governance over the last 16 years. We are particularly grateful for John's willingness to extend his role for a year past normal retirement to help create an effective and efficient lead director model. We also thank Ron LeMay for his strategic oversight and technology expertise during 14 years of service on our Board. We are enthusiastic about the addition of Bobby Mehta, who brings additional financial services and technology experience to our collective capabilities. The Allstate Board is fully committed to fulfilling its fiduciary duty to stockholders by being proactive and focused on stockholder returns. We thank you for your continued support.	The Allstate Board of Directors

Table of Contents

Table of Contents

Notice of 20132014 Annual Meeting of Stockholders

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 21, 2013.20, 2014. The Notice of 20132014 Annual Meeting, Proxy Statement, and 20122013 Annual Report and the means to vote by Internet are available at www.proxyvote.com.

		By Order of the Board,
		Mary J. McGinnSusan L. Lees Secretary
		April 10, 20137, 2014

Table of Contents1  |  The Allstate Corporation

Table of Contents

Table of Contents

		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. To ensure there will be a quorum, the Allstate Board of Directors asks you to votecomplete and submit a proxy card or voting instruction form before the meeting, which allows your Allstate stock to be represented at the annual meeting by the proxies named on the proxy card/voting instruction form.
		WHO CAN VOTE				You are entitled to vote if you were a stockholder of record at the close of business on March 22, 2013.21, 2014. On that date, there were 468,014,179446,210,529 Allstate common shares outstanding and entitled to vote at the annual meeting.
		HOW TO VOTE				If you hold shares in your own name as a registered stockholder, you may vote in person by attending the annual meeting, or you may instruct the proxies how to vote your shares by following the instructions on the proxy card/voting instruction form.If you plan to attend the meeting in person, please see the instructionsdetails on page 80.78. If you hold shares in street name (that is, through a broker, bank, or other record holder), you should follow the instructions provided by your broker, bank, or other record holder to vote your shares. If you hold shares through the Allstate 401(k) Savings Plan, see the instructions on page 79.77. Before your shares have been voted at the annual meeting by the proxies, you may change or revoke your votevoting instructions by votingproviding instructions again by telephone, by Internet, in writing, or, if you are a registered stockholder, by voting in person at the annual meeting. Abstentions are counted for quorum purposes.
		CONFIDENTIALITY OF VOTES				All proxies, ballots, and tabulations that identify the vote of a particular stockholder are confidential, except as necessary to allow the inspector of election to certify the voting results or to meet certain legal requirements. A representative of American Election Services, LLC will act as the inspector of election and will count the votes. The representative is independent of Allstate and its directors, officers, and employees.
						If you write a comment on your proxy card, voting instruction form, or ballot, it may be provided to our secretary along with your name and address. Your comments will be provided without reference to your vote, unless the vote is mentioned in your comment or unless disclosure of the vote is necessary to understand your comment. At our request, the distribution agent or the solicitation agent maywill provide us with periodic status reports on the aggregate vote. These status reports may include a list of stockholders who have not voted and breakdowns of vote totals by different types of stockholders, as long as we are not able to determine how a particular stockholder voted.
		DISCRETIONARY VOTING AUTHORITY OF PROXIES				If you complete and submit 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 proposals, then the proxies will vote your shares as the Board of Directors recommends on those proposals. Other than the proposals listed on page 3, we do not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment.

1  --  The Allstate Corporation  |  2

Table of Contents

Providing voting instructions, discretionary voting authority of proxiesVoting Instructions

You may instruct the proxies to vote "FOR" or "AGAINST" each proposal, or you may instruct the proxies to "ABSTAIN" from voting. Each share of our common stock outstanding on the record date will be entitled to one vote on each of the 1211 director nominees and one vote on each other proposal. A description of how votes are counted is included with each proposal.

		Proposal		Board Recommendation		Rationale for Board Recommendation
1.		Election of directorsdirectors.		FOR		Talented • Broad and diverse slate of nominees bringing the full complementdirectors. • Highly successful executives with relevant skills. • Balanced tenure with 10 of director skills to serve Allstate.11 independent of management.
2.		Approve compensationSay-on-pay.  — advisoryAdvisory vote to approveon the executive compensation of the named executives.*		FOR		Executive • Strong oversight by compensation program designed to align payand succession committee. • Excellent 2013 business results. • Enhanced alignment with performance.stockholders through expanded equity retention requirements for senior executives beginning with 2014 awards.
3.		Approve equity plan — vote to approve an equityApproval of material terms of annual executive incentive plan.		FOR		Plan provides a reasonable approach • Well-structured market-based program. • Administered by an independent committee. • Designed to equity incentive compensation awards.preserve financial benefits of section 162(m) tax deduction.
4.		Ratification of auditorsauditors. — ratification Ratification of the appointment of Deloitte & Touche LLP as Allstate's independent registered public accountant for 2013.2014.*		FOR		Auditor remains independent and fees continue to be reasonable. • Independent with few ancilliary services. • Reasonable fee.
5.		Stockholder proposal — stockholder proposal on equity retention by senior executives.*		AGAINST		Allstate already has robust • Existing stock ownership guidelines for senior executives that include a retention requirement of 75% of net after-tax shares acquired throughrequire significant equity compensation up to requiredownership. • Named executives' equity holdings exceed stock ownership guidelines. • Retention guidelines were expanded for all prospective grants beginning in 2014.
6.		Stockholder proposal — stockholder proposal on reporting lobbying expenditures.*		AGAINST		• Board oversees and reviews public policy initiatives. • Allstate already provides significant transparency through public policy report. • Less than 10% of shares voted supported a summary reportsimilar proposal in 2013.
7.		Stockholder proposal on reporting political expenditures.*				• Board oversees and reviews public policy initiatives. • Allstate already provides significant transparency through public policy report. • Less than 10% of political contributions, lobbying expenditures, and payments to associations.shares voted supported a similar proposal in 2013.
* Advisory/Non-Binding Proposal

Abstentions are counted for quorum purposes. 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 proposals listed above, then the proxies will vote your shares as the Board of Directors recommends on those proposals. Other than the proposals listed above, we do not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment.

3  |  The Allstate Corporation  --  2

Table of Contents

Corporate Governance Practices

Allstate has a history of strong corporate governance. By evolving our governance as governance "best practices" are a critical component toapproach in light of best practices, our success in drivingBoard drives sustained stockholder value. Over the years, our Board of Directors has evolved our practices tovalue and best serveserves the interests of Allstate stockholders, including:stockholders.

ü		Annual election of all directors.
ü		Majority vote standard in uncontested elections. Each director must be elected by a majority of votes cast, not a plurality.
ü		No stockholder rights plan ("poison pill").
ü		No supermajority voting provisions.
ü		Confidential voting.
ü		Stockholders holding 10% or more of our outstanding stock have the right to call a special meeting.
ü		Stockholders holding 10% or more of our outstanding stock have the right to request action by written consent.
ü		Stockholder engagement. Allstate regularly engages with its stockholders to better understand their perspectives.
		Board committees review and assess stockholder feedback to determine whether action is necessary.
ü		Independent Board. Our Board is comprised of independent directors, except our CEO.
ü		Independent lead director.
ü		Independent Board committees. Each committee other than the executive committee is made up of independent directors. Each committee operates under a written charter that has been approved by the Board.
		Formation of a risk and return committee.
ü		Formal director evaluation process. Each year, the lead director, chairman of the Board, and chair of the nominating and governance committee evaluate each director.
		Formalized and expanded processes to enhance cross-committee and Board communication.
ü		Regular Board self-evaluation process. The Board and each committee evaluates its performance at the end of each in-person meeting.
		Expanded the committee reports provided to Board.
ü		Authority to retain independent advisors by each committee.
ü		Annual report on corporate involvement with public policy. The report provides transparency on Allstate initiatives to promote sound public policy in areas such as teen safe driving and can be found at www.allstate.com/publicpolicyreport.
ü		Independent Board. Our Board is comprised of all independent directors, except our CEO.
ü		Regular Board self-evaluation process. The Board and each committee evaluates its performance at the end of each in-person meeting.
ü		Independent lead director.
ü		Independent Board committees. Each of the audit, compensation and succession, and nominating and governance committees is made up of independent directors. Each standing committee operates under a written charter that has been approved by the Board.
ü		Each of the audit, compensation and succession, and nominating and governance committees has the authority to retain independent advisors.
ü		Robust code of ethics. Allstate is committed to operating its business with the highest level of ethical conduct and has adopted aCode of Ethics that applies to all employees, including the chief executive officer, the chief financial officer, the controller, and other senior financial and executive officers, as well as the Board of Directors. Allstate'sCode of Ethics is available at www.allstatecodeofethics.com.
ü		StockAllstate received a top ethics score (out of over 150 companies) on the Integrity Index employee survey conducted by CEB RiskClarity.
		Expanded equity retention requirements for senior executives above stock ownership guidelines for executives and directors.guidelines. Significant requirements strongly link the interests of the Board and management with those of stockholders.

You can learn more about our corporate governance by visiting www.allstateinvestors.com, where you will find ourCorporate Governance Guidelines, each standing committee charter, ourCode of Ethics, andDirector Independence Standards. Each of these itemsdocuments also is available in print upon request made to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A2W,F7, Northbrook, Illinois 60062-6127.

Board Meetings and Committees

The Board held eight meetings during 2012.2013. Currently, the Board has fourfive standing committees: audit, compensation and succession, executive, and nominating and governance.governance, and risk and return. The following table identifies each standing committee, its members, functions, and number of meetings held during 2012.2013. The Board has determined the members of the audit, compensation and succession, and nominating and governance, and risk and return committees are independent within the meaning of applicable laws, NYSE listing standards, and theDirector Independence Standards in effect at the time of determination.

3  --  The Allstate Corporation  |  4

Table of Contents

5  |  The Allstate Corporation  --  4

Table of Contents

Nomination Process for Board Election

The Board is continually engaged in identifyingcontinuously identifies potential director candidates to anticipatein anticipation of retirements, resignations, or the need for expanded capabilities. The graphic and bullets below describe the ongoing nominating and governance committee process to identify highly qualified candidates for Board service.

•

Board nominees are identified through a retained search firm, suggestions from current directors and stockholders, and other solicitations, including self nominations.self-nominations. Our newest directors, Messrs. Crawford and Henkel, weredirector Mr. Mehta was identified by our retained search firm and by an existing Board member, respectively.member.

•

The nominating and governance committee discusses the desired skills and perspectives. Directors evaluate all candidates for diversity of background, expertise, and perspective, as well as the criteria described in ourCorporate Governance Guidelines on allstate.com.

•

Following this initial screening, management conducts deeper inquiries to determine whether there are any existing or potential business conflicts with the candidate or any business entity affiliated with that candidate.

•

Based on these results, the committee decides which candidates warrant further consideration.

•

Certain directors are designated to meet with each candidate. At the same time, both the search firm and management conduct additional research and analysis.

•

Conclusions from due diligence and impressions from meetings are discussed by the committee. If all interactions and research results are positive, the committee recommends that the Board elect the candidate.

5  --  The Allstate Corporation

Table of Contents

An invitation to join the Board may be extended by the Board, the nominating and governance committee. The committee chair, or the chairman ofrecommends candidates for election to the Board.

The Board ultimately is responsible for naming nominees for election or appointing nominees to serve until election at the next annual meeting. Over the last two years, we have considered about 40 potential candidates. As a result, we have added three highly qualified directors in Messrs. Crawford, Henkel, and Rowe.

The Board and nominating and governance committee believe that each director should based on his or her professional experiences, be well-versed in

The Allstate Corporation  |  6

Table of Contents

strategic oversight, corporate governance, stockholder advocacy, and leadership in order to be an effective member of the Allstate Board. In addition to this fundamental expertise, the Board and committee seek directors with corporate operating experience, relevant industry experience, financial expertise, and/or compensation and succession experience. The Board and committee also look for a balance of retired former executives and executives who are actively engaged in operating a business. The image below depicts the overall skill set required to be an effective Allstate director as well as additional capabilities of our current Board.

The Board and committee expect each non-employee director to be free of interests or affiliations that could give rise to a biased approach to directorship responsibilities or a conflict of interest, and free of any significant relationship with Allstate that would interfere with the director's exercise of independent judgment. The Board and committee also expect each director to act in a manner consistent with a director's fiduciary duties of loyalty and care. All nominees for election must comply with the applicable requirements of Allstate's bylaws, which are posted on allstate.com. Allstate executive officers may not serve on boards of other corporations whose executive officers serve on Allstate's Board.

The Allstate Corporation  --  
6

Table of ContentsCandidates Nominated by Stockholders

Candidates nominated by stockholders

The nominating and governance committee will consider director candidates recommended by a stockholder in the same manner as all other candidates recommended by other sources. A stockholder may recommend a candidate at any time of the year by writing to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A2W,F7, Northbrook, Illinois 60062-6127. A stockholder also may directly nominate someone for election as a director at a stockholders' meeting. Under our bylaws, a stockholder may nominate a candidate at the 20142015 annual meeting of stockholders by providing advance notice to Allstate that is received by the Office of the Secretary no earlier than the close of business on January 21, 2014,20, 2015, and no later than February 20, 2014.19, 2015. The notice must be sent to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite A2W,F7, Northbrook, Illinois 60062-6127 and must meet the requirements set forth in the corporation's bylaws. A copy of the bylaws is available from the Office of the Secretary upon request or can be accessedfound on the Corporate Governance portionsection of allstate.com.

7  --|  The Allstate Corporation

Table of Contents

Election of Directors
		Management ProposalsThe Board recommends that you vote for all director nominees.
	• Broad and diverse slate of directors. • Highly successful executives with relevant skills. • Balanced tenure with 10 of 11 independent of management.		Proposal 1 Election of Directors

The Board recommends 1211 nominees for election to the Allstate Board for one-year terms beginning in May 2013.2014. This is a talented slate of nominees, both individually and as a team. They bring a full complement of business and leadership skills to their oversight responsibilities. Half have been public company CEOs and most nominees serve on other public company boards, enabling best practices from other companies to be adapted to serve Allstate. Their diversity of experience and expertise facilitates robust and thoughtful decision-making on Allstate's Board.

Each nominee, other than Messrs. Crawford and Henkel,Mr. Mehta, was previously was elected at Allstate's annual meeting of stockholders on May 22, 2012,21, 2013, and has served continuously since then. Mr. CrawfordMehta was elected by the Board effective January 30, 2013. Mr. Henkel was elected by the Board effective March 1, 2013.February 18, 2014. The terms of all directors expire at the annual meeting in May 2013.2014. The Board expects all nominees named in this proxy statement to be available for election. If any nominee is not available, then the proxies may vote for a substitute. On the following pages, we list the background and reasons for nominating each individual. Unless otherwise indicated, each nominee has served for at least five years in the business position currently or most recently held.

To be elected under our majority vote standard, each director must receive thean affirmative vote of the majority of the votes cast. In other words, the number of shares voted "FOR" a director must exceed 50% of the votes cast on that director. Abstentions will not be counted as votes cast and will have no impact on the vote's outcome. Broker non-votes will not be counted as shares entitled to vote on the matter and will have no impact on the vote's outcome.

The Allstate Corporation  --|  8

Table of Contents

F. Duane Ackerman

Independent		F. Duane Ackerman Independent Age 71
PROFESSIONAL EXPERIENCE
• Former Chairman Emeritusand CEO of BellSouth Corporation, a communication services company. • Former Chairman and CEO of BellSouth.
				Allstate Board Service • Director since 1999 • Audit committee member • Executive committee member		Other Public Board Service:Service
•  Tenure: 15 years (1999)				• The Home Depot, Inc.		2007–present
• Audit committee member				• United Parcel Service, Inc. • Home Depot		2007–present 2007–present
Age 70				• Nominating and governance committee chair
• Executive committee member
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — director and former chairman and CEO.
								ü Stockholder advocacy — experience managing risk.long-term stockholder value creation.
		ü Leadership — expertise in leadership development and succession planning.
		ü Strategic oversight — experience in a highly regulated industry.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate Operating Experience
		•  CEO of a publicly traded company for nearly a decade.
								•  Extensive experience  Key leadership positions in the telecommunications industry which, like insurance and financial services, is highly regulated.
								Compensation and Succession Experience
		•  Expertise in leadership development and succession planning from former operating roles and other directorships.
								•  Extensive experience with executive compensation decisions from his service as a director and former chairman and CEO.
COMMITTEE EXPERTISE HIGHLIGHTS
Nominating and Governance Committee Chair
•  Keen insight into board dynamics and governance matters from tenure as chairman and CEO of BellSouth and current service on two other public company boards.
•  Member of The Home Depot nominating and corporate governance committee.
Audit Committee Member
•  Chair of The Home Depot audit committee since 2008.

9  --|  The Allstate Corporation

---

Table of Contents

Robert D. Beyer

Independent		Robert D. Beyer Independent Age 54
PROFESSIONAL EXPERIENCE
• Chairman of Chaparal Investments LLC, since 2009, a private investment firm and holding company. company, since 2009.
• Former CEO of The TCW Group, Inc., a global investment management firm with over $150 billion under management when he was CEO. firm.
• Former director of Société Générale Asset Management, S.A. and The TCW Group, Inc.
				Allstate Board Service • Director since 2006 • Audit committee member		Other Public Board Service:Service
•  Tenure: 8 years (2006)				• The Kroger Company		1999–present
Age 53• Audit committee member				• Compensation Leucadia National Corporation		2013–present
• Risk and successionreturn committee chair
• Executive committee member
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — director and former CEO.
								ü Stockholder advocacy — strong investment acumen.
		ü Leadership — former CEO of a global investment management firm.
		ü Strategic oversight — extensive experience developing and implementing investment strategies.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate Operating Experience
		•  Strategic and operational leadership of large asset management firm with a totalsignificant investment portfolio comparable in size to Allstate's.portfolio.
								•  Experience in evaluating companies' strategies, operations, and financial performance.
								Relevant Industry Experience
		•  Risk management expertise proven through conception and development of TCW's risk management infrastructure.
								•  Global investment management expertise applied in assessing the strategies and performance of Allstate's $97$81 billion investment portfolio.
COMMITTEE EXPERTISE HIGHLIGHTS
Risk and Return Committee Chair
•  Extensive career in finance and investment management, starting with Bear, Stearns & Co. in 1983. From 2005 until 2009, CEO and director of The TCW Group, Inc., investment management firm of over $150 billion under management. President and CIO of the principal operating subsidiary of TCW, from 2001 until 2005. Founder and current chairman of private investment firm and holding company, Chaparal Investments LLC.
•  Developed TCW's risk management infrastructure, and the compliance, operational, and financial reporting systems of Crescent Capital Corporation, an investment management firm Mr. Beyer co-founded in 1991.
Audit Committee Member
•  Member of financial policy committee of The Kroger Company board of directors.

The Allstate Corporation  --|  10

---

Table of Contents

Kermit R. Crawford

Independent		Kermit R. Crawford Independent Age 54
PROFESSIONAL EXPERIENCE • President, Pharmacy, HeathHealth and Wellness for Walgreen Company, which operates the largest drugstore chain in the United States, since April 2011.
• Former Executive Vice President of Pharmacy Services, Senior Vice President of Pharmacy Services, Vice President and Executive Vice President of Pharmacy Benefit Management Services of Walgreen Company.
				Allstate Board Service • Director since 2013 • Elected to the Board on January 30, 2013		Other Public Board Service:Service
• Tenure: 1 year (2013)				• None
Age 53• Audit committee member
• Consistent with past practice, Nominating and governance committee assignments will be established during first year of service member
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — senior leadership position at a public company and service on the boards of civic organizations.
								ü Stockholder advocacy — establishment of strong platforms for long-term stockholder value creation.
								ü Leadership — seniorsignificant operating and leadership positions atresponsibilities in a large public company operating in the highly competitive, drugstore industry.geographically distributed business.
								ü Strategic oversight — experience leading a geographically distributed, consumer-focused service business.
		ADDITIONAL CAPABILITIESbusiness in a highly competitive industry.
								Corporate Operating ExperienceAdditional Capabilities
								•  Extensive operating experience valuable in overseeing Allstate's agency relationships and the delivery of exemplary customer service.
		•  Full-time current executive, providing ongoing consumer insights.
		Relevant Industry Experience
		•  Expertise assessing the strategies and performance of a geographically distributed consumer-focused service business, such assimilar to Allstate's.
•  Extensive experience leading operational change, including use of technology.
•  Full-time current executive with access to ongoing consumer insights.
COMMITTEE EXPERTISE HIGHLIGHTS
Audit Committee Member
•  President, Pharmacy, Health and Wellness for Walgreen Company, responsible for all aspects of strategic, operational, and profit and loss management of major division of largest national drugstore chain operator.
Nominating and Governance Committee Member
•  Member of governing bodies of several non-profit organizations, including Northwestern Lake Forest Hospital and the University of Southern California School of Pharmacy.

11  --|  The Allstate Corporation

---

Table of Contents

Jack M. Greenberg

Independent		Jack M. Greenberg Independent Age 71
PROFESSIONAL EXPERIENCE
• Chairman of The Western Union Company, a money transfer service firm.
• Chairman of Innerworkings, Inc., a global provider of print and promotional services, since 2010.
• Former Chairman and CEO of McDonald's Corporation.
				Allstate Board Service • Director since 2002 • Audit committee member		Other Public Board Service:Service
• Hasbro, Inc. • Innerworkings, Inc.  Tenure: 12 years (2002)				• Hasbro, Inc.		2003–present 2007–present
Age 70				• Compensation and succession committee member chair		•  Innerworkings, Inc.		2007–present
• Executive committee member				• Manpower, Inc.		2003–present
				• The Western Union Company		2003–2006–present 2006–
				• Quintiles Transnational Holdings, Inc.		2013–present
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — experience as chairman and former CEO.
								ü Stockholder advocacy — experienceexpertise in deliveringcreating stockholder value.value in a wide variety of circumstances.
								ü Leadership — led a global public company.
								ü Strategic oversight — expertise in consumer focusedconsumer-focused businesses.
		ADDITIONAL CAPABILITIES
								Corporate Operating ExperienceAdditional Capabilities
•  Extensive executive leadership and management experience, including as chairman and CEO of McDonald's Corporation. Twenty-year public company directorship at McDonald's Corporation.
•  In-depth understanding of consumer-focused business that invests heavily in marketing.
•  Experience in executive compensation as chair of the compensation committee at Manpower, Inc.
•  Expertise as an attorney, a CPA, and a member of the American Institute of Certified Public Accountants.
•  Insight on global economy based on experience leading worldwide businesses provides perspective on Allstate's operations, across the U.S.investments, and Canada.long-term strategy.
								• In-depth understanding of consumer focused business that invests heavily in marketing.
		•  Experience leading a business that manages extensive small business relationships and navigatingin a regulated industry.
COMMITTEE EXPERTISE HIGHLIGHTS
								Financial ExpertiseCompensation and Succession Committee Chair
								• Extensive experience in evaluating financial statements  Significant expertise managing compensation programs and overseeing financial executives in his earlier roletalent as Chief Financial Officer atchairman and CEO of McDonald's Corporation.
								• Expertise as an attorney, a certified public accountant,  Director of Quintiles Transnational Holdings, Inc., publicly traded global service provider with more than 28,000 employees, and a member of the American Institute of Certified Public Accountants.
		• Experience in executiveits compensation as chair of the compensation committee at Manpower, Inc.and talent development committee.

The Allstate Corporation  --|  12

---

Table of Contents

Herbert L. Henkel

Independent		Herbert L. Henkel Independent Age 65
PROFESSIONAL EXPERIENCE
• Former Chairman and CEO of Ingersoll-Rand Company, a commercial manufacturer of industrial products, since 2010. products.
• Former President and Chief Operating Officer of Textron, Inc., a global manufacturing company.
• Former director of AT&T Corporation and Visteon Corporation.
				Allstate Board Service • Director since 2013 • Elected to the Board effective March 1, 2013		Other Public Board Service:Service
• 3M Company • C.R. Bard  Tenure: 1 year (2013)				• 3M Company		2007–present
• Compensation and succession committee member				• C.R. Bard, Inc.		2002–present
Age 64				• Consistent with past practice, Risk and return committee assignments will be established during first year of service member
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — extensive public company board service.
								ü Stockholder advocacy — lead director at C.R. Bard.
								ü Leadership — former Chairmanchairman and CEO of a global public company.
		ü Strategic oversight — extensive experience in global business development.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate•  Operating Experience
		•and leadership expertise as CEO of a publicly traded company for nearly a decade.
								•  Expertise in strategy formation, acquisitions, and execution as former Chairman and CEO.divestitures.
								Financial Expertise
		•  Prior and current experience as chair of the 3M audit committee.
COMMITTEE EXPERTISE HIGHLIGHTS
Compensation and Succession Committee Member
							•  Experience overseeing financial executives  Chairman and CEO of Ingersoll-Rand Company, manufacturer of industrial products and components, from 2000 to 2010, and previously as a former CEO.President and COO.
•  Director of C.R. Bard since 2002. Currently serves as member of compensation committee, as well as lead director and member of executive, finance, and governance committees.
Risk and Return Committee Member
•  Significant experience in management and oversight of risk for publicly traded companies, including as chairman and CEO for Ingersoll-Rand Company and in various executive leadership positions at Textron, Inc. from 1995–1999.

13  --|  The Allstate Corporation

---

Table of Contents

Ronald T. LeMay

Independent		Siddharth N. (Bobby) Mehta Independent Age 55
PROFESSIONAL EXPERIENCE • Chairman of October Capital and Razorback Capital, private investment companies. Serves in various board and executive capacities in their portfolio companies. • CEO of MachineryLink, Inc., a farm equipment leasing and harvest information business, since 2010. • Chairman since 2010 and former CEO of Gogo, Inc. (formerly Aircell Corporation), a telecommunications company. • Managing Director of Openair Equity Partners, LLC, a wireless venture capital investment firm, since 2008. • Executive Chairman of E-Recycling Corporation, a cell phone recycling company, since 2009. • Former Executive Chairman and CEO of Last Mile Connections, Inc., a telecommunications company.
• Former President and Chief OperatingExecutive Officer, TransUnion LLC, a global provider of Sprint Corporation.credit and information management.
Age 67• Former Chairman and Chief Executive Officer, HSBC North America Holdings, Inc.
• Former Chief Executive Officer, HSBC Finance Corporation.
Allstate Board Service • Director since 1999 • Audit committee member • Compensation and succession committee member				Other Public Board Service:Service
• None  Elected to the Board on February 18, 2014				• Piramal Enterprises Ltd.		2013–present
• Consistent with past practice, committee assignments will be established during first year of service				• MasterCard International, Inc.		2005-2006
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — director and former chairman and CEO.
		ü Stockholder advocacy — investment management expertise.experience delivering stockholder value in financial services industry.
		ü Leadership — broad operational and leadership experience.led complex global companies.
		ü Strategic oversight — experience developing strategies in a highly regulated industry.insights from technology-driven consumer service businesses.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate Operating Experience•  Extensive experience leading complex technology-based data-driven businesses.
								•  Experience as a former president  Significant expertise in increasing revenues and chief operating officer provides insight into regulated industries whereglobal reach through the use of technology drives business model changes.and advanced analytics.
•  Key leadership roles in corporate marketing, strategic planning, and corporate development.
							•  Broad  Extensive operational and leadership experience as chairman of October Capital for more than a decade.
		Financial Expertise
		•  Extensivestrategic experience in evaluating businessthe banking industries and financial results as a private equitycredit markets provides valuable insights into the highly regulated insurance industry and venture investor.
		•  Financial oversight experience as CEO of MachineryLink, Inc. and former CEO of Gogo, Inc.investment activities.

The Allstate Corporation  --|  14

---

Table of Contents

Andrea Redmond

Independent

Andrea Redmond Independent Age 58

PROFESSIONAL EXPERIENCE • Independent consultant with more than 20 years of experience providing executive recruiting, succession planning, and talent management services.

• Former managing director, and co-head of the CEO/board services practice, founder and leader of global insurance practice, and member of financial services practice at Russell Reynolds Associates Inc., a global executive search firm, with 20 years of experience at the firm.

• Independent consultant providing executive recruiting, succession planning, and talent management services.

Allstate Board Service • Director since 2010 • Compensation and succession committee member

Other Public Board Service:Service

•  Tenure: 4 years (2010)

• None

Age 57• Compensation and succession committee member

• Nominating and governance committee member

QUALIFICATIONS

CORE CAPABILITIESCore Capabilities

ü Corporate governance — executive recruitmentextensive experience assessing required board capabilities and talent management expertise.evaluating director candidates.

ü Stockholder advocacy — expertise in identifying high performing leaders.assessing leadership capabilities to execute strategies and operating plans.

ü Leadership — experience assessing and evaluating CEOs and candidates for boards.senior management; senior leadership and operating role in a global service organization.

ü Strategic oversight — insights from a wide range of industries.industries, including financial services.

ADDITIONAL CAPABILITIESAdditional Capabilities

Compensation•  Experience leading Russell Reynolds' global insurance and Succession Experienceboard recruitment practices for more than a decade.

•  Expertise in succession planning, talent management, and compensation in public companies across industries, including financial services, technology, transportation, consumer products, and health care.healthcare.

•  Experience helping companies identify and recruit leaders capable of building high performancehigh-performance organizations.

Relevant Industry Experience

•  Experience leading Russell Reynolds' financial services and board recruitment practices for more than a decade.

•  Founded and led Russell Reynolds' global insurance practice, providing her with insight into the insurance industry.

COMMITTEE EXPERTISE HIGHLIGHTS

Compensation and Succession Committee Member

•  Experienced in executive recruiting, succession planning, and talent management.

•  Previously a senior partner at highly regarded global executive search firm, Russell Reynolds Associates, 1986-2007, including significant tenure as co-head of the CEO/board services practice.

•  Extensive experience working with numerous publicly traded companies to recruit and place senior executives, including Hewlett-Packard, Visa USA, Bank One, United Airlines, Sprint, SAFECO, Providian Financial, AXA Financial, Polaroid Corporation, Cardinal Health, and Hewitt Associates.

Nominating and Governance Committee Member

•  Significant expertise recruiting and evaluating directors for a variety of public companies, including Walgreens, Hewlett-Packard, Visteon, Prudential, and USG Corporation.

15  --|  The Allstate Corporation

---

Table of Contents

H. John Riley, Jr.

Independent		PROFESSIONAL EXPERIENCEJohn W. Rowe Independent • Former Chairman and CEO of Cooper Industries, Ltd., a diversified manufacturer of electrical products, tools, and hardware.
		Allstate Board ServiceAge 68 • Director since 1998 • Lead Director • Executive committee member		Other Public Board Service: • Baker Hughes, Inc. • Westlake Chemical Corporation		1997–present 2007–present
Age 72		• Nominating and governance committee member
								QUALIFICATIONSPROFESSIONAL EXPERIENCE
								CORE CAPABILITIES
		ü Corporate governance — former chairman and CEO.
		ü Stockholder advocacy — Allstate's lead director.
		ü Leadership — led a large public company.
		ü Strategic oversight — former head of worldwide manufacturer.
		ADDITIONAL CAPABILITIES
		Corporate Operating Experience
		•  Executive leadership and management experience from nearly a decade of leading a large publicly traded company.
		•  Lead director and chair of compensation committee of Baker Hughes Incorporated.
		Compensation and Succession Experience
		•  Extensive experience in executive compensation, succession planning, and leadership development.
		•  Former chair of Allstate's compensation and succession committee.

The Allstate Corporation  --  16

---

Table of Contents

John W. Rowe

Independent		PROFESSIONAL EXPERIENCE • Chairman Emeritus and Former Chairman and CEO of Exelon Corporation, one of the country's largest electric utilities, since 2012. • Former Chairman and CEO of Exelon Corporation. utilities.
• Former director of Sunoco, Inc. and Exelon Corporation.
				Allstate Board Service		Other Public Board Service
• Director since 2012  Tenure: 2 years (2012)				•  Northern Trust Corporation		2002–present
• Compensation and succession committee member				Other Public Board Service: • Northern Trust Corporation • SunCoke Energy		2002–present 2012–present
Age 67				• Nominating and governance committee member		• American DG Energy, Inc.		2013–present
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — former chairman and CEO.extensive experience on public company boards.
		ü Stockholder advocacy — lead director at Northern Trust Corporation.
								ü Leadership — as chairman and CEO, led one of the country's largest electric utility companies.
		ü Strategic oversight — experience in a highly regulated industry.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate Operating Experience
		•  Extensive leadership and management experience as a CEO.
								•  Expertise in strategy formation and execution, which will help advance Allstate's current strategy to deliver stockholder value.
		Relevant Industry Experience
		•  Experience in a highly regulated industry comparable to the complex insurance regulatory system in which Allstate operates.
								•  Lead director on the board of Northern Trust Corporation and a former director of Unum Provident, which provides him withproviding insight intoand experience in financial services and insurance.
COMMITTEE EXPERTISE HIGHLIGHTS
Compensation and Succession Committee Member
•  Leadership responsibilities as former chairman and CEO of Exelon Corporation.
•  Member of SunCoke Energy compensation committee.
•  Member of Northern Trust Corporation compensation and benefits committee.
•  Former director of Sunoco and member of its compensation committee.
Nominating and Governance Committee Member
•  Chair of corporate governance committee and lead director of Northern Trust Corporation.
•  Member of SunCoke Energy governance committee.
•  Former director of Sunoco and member of its executive committee.

17  --  The Allstate Corporation  |  16

---

Table of Contents

Judith A. Sprieser

Independent		Judith A. Sprieser Independent Age 60
PROFESSIONAL EXPERIENCE
• Vice Chair of the Supervisory Board of Royal Ahold NV.
• Former CEO of Transora, Inc., a technology software and services company.
• Former director at USG Corporation and Adecco SA.
				Allstate Board Service • Director since 1999 • Audit committee chair		Other Public Board Service:Service
• Experian plc • InterContinental Exchange Inc.  Tenure: 15 years (1999)				• Experian plc		2010–present
• Audit committee chair				• IntercontinentalExchange Group, Inc.		2004–present
Age 59• Risk and return committee member				• Nominating and governance committee member		• Reckitt Benckiser Group plc • Royal Ahold NV		2003–present
• Executive committee member				• Royal Ahold NV		2006–present
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — broad public company director service.
								ü Stockholder advocacy — risk managementoperating and public company board experience.
		ü Leadership — former CEO.
								ü Strategic oversight — skillsbreadth of exposure to drive innovation.other industries and global economy.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate Operating Experience•  Extensive experience serving on boards of publicly traded and international companies, including former membership on boards of Adecco SA, USG Corporation, CBS Corporation, and Kohl's Corporation.
								•  Leadership  More than 20 years operational experience in executive positions at Sara Lee Corporation, including management of a start-up company provides insight into Allstate's initiatives to drive change and innovation.
		•  Managed several large consumer focusedconsumer-focused businesses with leading brands and significant ongoing investments in marketing while at Sara Lee Corporation.marketing.
								•  Oversight of a highly regulated business as a director at InterContinental Exchange.IntercontinentalExchange Group, Inc.
								Financial Expertise
		•  Considerable experience in evaluating financial statements and supervising financial executives, including as Chief Financial Officerchief financial officer of the Sara Lee Corporation.
								•  Prior and current experience as chair of the audit committee at Allstate and InterContinental Exchange.IntercontinentalExchange Group, Inc.
COMMITTEE EXPERTISE HIGHLIGHTS
Audit Committee Chair
•  Numerous key leadership positions with financial oversight responsibilities, including CEO of Transora, Inc., and CFO of Sara Lee Corporation.
•  Chair of IntercontinentalExchange Group, Inc. audit committee.
•  Former chair of Experian plc audit committee.
Risk and Return Committee Member
•  Audit committee chair.
•  Significant risk oversight and management experience as CEO of start-up technology company, Transora, Inc., CFO of Sara Lee Corporation, and through extensive service on numerous public company boards in highly regulated industries.

17  |  The Allstate Corporation  --  18

---

Table of Contents

Mary Alice Taylor

Independent		Mary Alice Taylor Independent Age 64
PROFESSIONAL EXPERIENCE
• Independent businessFormer senior executive with prior extensive experience in senior executive positions withseveral Fortune 500 companies, including Citicorp and FedEx Corporation.
• Independent business executive
			Allstate Board Service • Director since 2000 • Former service from 1996 to 1998 • Audit committee member		Other Public Board Service:Service
•  Tenure: 16 years (1996-1998; 2000–present)				• Blue Nile, Inc.		1999–present
Age 63• Audit committee member
• Nominating and governance committee member
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — public company board experience including lead director and former chairman and CEO.responsibilities.
		ü Stockholder advocacy — experience with long-term growth strategies.operating and governance expertise to evaluate strategies and performance.
		ü Leadership — former senior executive of major public companies.
								ü Strategic oversight — strategy formation expertise.expertise, including technology-based business strategies, at both large established companies and start-ups.
								ADDITIONAL CAPABILITIESAdditional Capabilities
								Corporate Operating Experience
		•  Senior executive roles in technology, finance, operations, and distribution logistics.logistics at large corporations, including Citicorp and FedEx Corporation.
								•  Former Chairman and CEO of HomeGrocer.com, and subsequently, Chairman and CEO of Webvan Group, Inc.
		Financial Expertise
		•  Experience in financial oversight roles at Cook Industries, Northern Telecom, Homegrocer.com, Webvan Group, Inc., Citicorp, and FedEx Corporation.
•  Certified public accountant.
COMMITTEE EXPERTISE HIGHLIGHTS
Audit Committee Member
•  Significant financial oversight expertise developed as chairman and CEO of HomeGrocer.com and in senior executive roles at Citicorp and FedEx Corporation.
•  Director and former member of the audit committee of Blue Nile, Inc.
Nominating and Governance Committee Member
•  Certified Public Accountant  Chair of Blue Nile, Inc. nominating and governance committee.
•  Prior experience as lead director.

19  --  The Allstate Corporation  |  18

---

Table of Contents

Thomas J. Wilson

Chief Executive Officer		Thomas J. Wilson Chief Executive Officer Age 56
PROFESSIONAL EXPERIENCE
• Chairman of Allstate since May 2008. •2008 and CEO of Allstate since January 2007.
• President of Allstate since January 2005.2005 with 19 years of company service.
				Allstate Board Service • Director since 2006 • Chairman of the Board		Other Public Board Service:Service
•  Tenure: 8 years (2006)				• State Street Corporation		2012–present
Age 55• Chairman of the Board
• Executive committee chair
								QUALIFICATIONS
								CORE CAPABILITIESCore Capabilities
		ü Corporate governance — chairman, president, and CEO and president.of Allstate; public company board experience.
		ü Stockholder advocacy — active stockholder engagement.
		ü Leadership — assembled and leads Allstate's senior leadership team.
								ü Strategic oversight — in-depth understanding of insurance industry anddeveloped Allstate's competitive position.
		ADDITIONAL CAPABILITIESstrategy to provide differentiated customer value propositions to four consumer segments.
								Corporate Operating and Relevant Industry ExperienceAdditional Capabilities
								•  Key leadership roles for over 1819 years throughout the enterprise.Allstate.
								•  Thorough and in-depth understanding of Allstate's business, including its employees, agencies, products, investments, customers, and investors.
								•  Leadership of Allstate's differentiated consumer strategy and operating priorities to achieve long-term stockholder value.
		•  Creation and implementation of Allstate's risk and return optimization program, allowing Allstate to withstand the recent financial market crisis and adapt to increases in severe weather and hurricanes.
•  In-depth understanding of insurance industry.
							•  Industry and community leadership, including as former chair of the Property and Casualty CEO Roundtable and the Financial Services Roundtable.Roundtable and as co-chair of a public-private partnership to reduce violence in Chicago.
COMMITTEE EXPERTISE HIGHLIGHTS
Executive Committee Chair
•  Chairman, president, and CEO of Allstate.
•  Comprehensive knowledge of Allstate's business and industry with 19 years of leadership experience.
•  Key leadership experience in numerous business and community service organizations, including The Financial Services Roundtable, U.S. Chamber of Commerce, and Federal Reserve Bank of Chicago.

19  |  The Allstate Corporation  --  20

---

Table of Contents

		Corporate Governance Practices		PROXY STATEMENT
				Corporate Governance Practices

Board Leadership Structure and Practices

•

Allstate'sCorporate Governance Guidelines allow the Board the flexibility to allocate the responsibilities of chairman and of CEO in any way it considers to be in Allstate's best interests. Currently, interest.

•

Thomas J. Wilson is the chairman of the Board as well as CEO. The Board has determined that Allstate currently is well-served by having these roles performed by Mr. Wilson, who provides unified leadership and direction for management to execute our strategy and business plans. At other times, such as when Mr. Wilson was transitioning into the CEO role in 2007, Allstate has split the roles of chairman and CEO between two individuals.

Lead Director

H. John Riley, Jr. is the Board'sThe Board has an independent lead director. As lead director Mr. Riley:who:

•

Presides at all Board meetings at whichWorks with the chairman is not presentin developing Board meeting agendas and at all executive sessions.information provided to shape Board dialogue.

•

Serves as a liaison between the chairman and the independent directors when necessary to provide a supplemental channel of communication.directors.

•

Works withFacilitates the chairmanBoard's performance evaluation of the CEO in developing Board meeting agendas, schedules, and information provided to the Board.

•

In conjunction with the chair of the nominating and governance committee, facilitatescommittee.

•

Communicates with significant stockholders, when appropriate, on matters involving broad corporate policies and communicates the Board's performance evaluation of the CEO.practices.

•

Facilitates the evaluation of the Board and director performance.performance in conjunction with the chairman and the chair of the nominating and governance committee.

•

Communicates with significant stockholders on matters involving broad corporate policies and practices when appropriate.Presides at all Board meetings at which the chairman is not present, including all executive sessions.

H. John Riley, Jr., who has served as the lead director since 2011, is retiring at the 2014 annual meeting of stockholders. The Board will elect a new lead director following the annual meeting.

Board Role in Risk Oversight

•

The Board is responsible for the oversight of Allstate's strategy, business results, and management, including risk management.

•

The Board reviews Allstate's overall risk position twice a year and uses external resources when appropriate to assess the enterprise risk and return management process.

•

In exercising this responsibility,2013, the Board adopted enterprise risk-return principles to guide management decision-making in optimizing long-term value creation. In addition,added a risk and return committee as a standing committee of the Board.

•

The following are the key responsibilities of the risk and return committee:

•

Assists the Board regularly reviews strategy; business plans; investment portfolios; liquidityin risk and use of capital;return governance and legal, regulatory,oversight.

•

Reviews risk and legislative issues. Allstate'sreturn process, policies, and guidelines used to evaluate, monitor, and manage enterprise risk management objectives and processes are reviewed quarterly byreturn.

•

Supports the audit committee in its oversight of risk controls and semi-annually bymanagement policies.

•

The chairs of the Board. This includes how management measures, evaluates,risk and manages exposure to risks posed by a wide variety of events and conditions, including the capital markets and natural catastrophes. The auditreturn committee and the audit committee are members of both committees to enhance cross-committee communication at the Board each meet annuallylevel.

•

The risk and return committee meets in executive session with the chief risk officer. The compensation and succession committee reviews Allstate's compensation design to ensure that it aligns with Allstate's risk-return principles.

executive at each meeting.

Board Role in Management Succession