ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION(1)

The table below describes the value of compensation and benefits payable to each named executive upon termination that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the named executives, such as deferred compensation and non-qualified pension benefits. Benefits and payments are calculated assuming a December 31, 2016, employment termination date.

Name   Severance
($)
  Annual
Incentive
Plan(2)
($)
  Stock
Options —
Unvested and
Accelerated
($)
  Restricted
Stock Units and
Performance
Stock Awards —
Unvested and
Accelerated
($)
  Welfare
Benefits and
Outplacement
Services
($)
  Total
($)
Mr. Wilson                        
Termination/Retirement(3)   0   1,982,880   8,615,701   15,288,139   0   25,886,720
Termination due to Change in Control(4)   14,400,000   3,600,000   9,006,081   16,007,622   73,195(5)   43,086,898
Death   0   1,982,880   9,006,081   16,007,622   0   26,996,583
Disability   0   1,982,880   9,006,081   16,007,622   12,026,900(6)   39,023,483
Mr. Shebik                        
Termination/Retirement(3)   0   600,000   2,173,847   4,035,315   0   6,809,162
Termination due to Change in Control(4)   3,487,500   968,750   2,293,134   4,255,155   73,195(5)   11,077,734
Death   0   600,000   2,293,134   4,255,155   0   7,148,289
Disability   0   600,000   2,293,134   4,255,155   3,541,488(6)   10,689,777
Mr. Civgin                        
Termination/Retirement(3)   0   0   0   0   0   0
Termination due to Change in Control(4)   3,510,000   975,000   2,344,939   4,262,345   73,195(5)   11,165,479
Death   0   535,066   2,344,939   4,262,345   0   7,142,350
Disability   0   535,066   2,344,939   4,262,345   6,391,461(6)   13,533,811
Ms. Fortin                        
Termination/Retirement(3)   0   0   0   0   0   0
Termination due to Change in Control(4)   2,410,625   570,938   758,415   4,606,854   73,195(5)   8,420,027
Death   0   291,774   758,415   4,606,854   0   5,657,043
Disability   0   291,774   758,415   4,606,854   0(6)   5,657,043
Mr. Winter                        
Termination/Retirement(3)   0   0   0   0   0   0
Termination due to Change in Control(4)   5,362,500   1,856,250   2,991,116   5,532,169   73,195(5)   15,815,230
Death   0   1,017,513   2,991,116   5,532,169   0   9,540,798
Disability   0   1,017,513   2,991,116   5,532,169   6,132,345(6)   15,673,143
(1) A “0” indicates either that there is no amount payable to the named executive, or the amount payable is the same for both the named executives and all salaried employees.
(2) The 2016 annual incentive plan payment is payable to all named executives as a result of death and disability. In addition, it is payable to Messrs. Wilson and Shebik in the event of retirement. The amount listed for the annual incentive plan payment upon termination due to a change in control is shown at target as defined in the change-in-control severance plan.
(3) As of December 31, 2016, Messrs. Shebik and Wilson are the only named executives eligible to retire in accordance with Allstate’s policy and the terms of its equity incentive compensation and benefit plans.
(4) The values in this change-in-control row represent amounts paid if both the change in control and qualifying termination occur on December 31, 2016. PSAs are paid out based on actual performance; for purposes of this table, the 2014-2016 cycle is shown at 87.1% of target and the 2015-2017 and 2016-2018 cycles are reflected at target. Beginning with awards granted in 2012, equity awards do not accelerate in the event of a change in control unless also accompanied by a qualifying termination of employment. A change in control also would accelerate the distribution of each named executive’s non-qualified deferred compensation and SRIP benefits. Please see the Non-Qualified Deferred Compensation at Fiscal Year-end 2016 table and footnote 2 to the Pension Benefits table in the Retirement Benefits section for details regarding the applicable amounts for each named executive.
(5) The Welfare Benefits and Outplacement Services amount includes the cost to provide certain welfare benefits to the named executive and family during the period the named executive is eligible for continuation coverage under applicable law. The amount shown reflects Allstate’s costs for these benefits or programs assuming an 18-month continuation period. The value of outplacement services is $50,000 for each named executive.
(6) The named executives who participate in the long-term disability plan are eligible to participate in Allstate’s supplemental long-term disability plan for employees whose annual earnings exceed the level which produces the maximum monthly benefit provided by the long-term disability plan (basic plan). The monthly benefit is equal to 60% of the named executive’s qualified annual earnings divided by twelve and rounded to the nearest $100, reduced by $7,500, which is the maximum monthly benefit payment that can be received under the basic plan. The amount reflected assumes the named executive remains totally disabled until age 65 and represents the present value of the monthly benefit payable until age 65.