TABLE OF CONTENTS

2 REPORT FROM INDEPENDENT DIRECTORS TO STOCKHOLDERS
4 NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
4 How To Vote In Advance
5 PROXY SUMMARY
11 CORPORATE GOVERNANCE
11 Proposal 1 – Election of 10 Directors
12 Director Nominees
17 Board Composition and Nominee Considerations
19 Board Leadership Structure and Practices
28 Board Meetings and Committees
30 Director Compensation
32 EXECUTIVE COMPENSATION
32 Proposal 2 – Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
33 Compensation Discussion and Analysis
49 Compensation Committee Report
50 Summary Compensation Table
52 Grants of Plan-Based Awards at Fiscal Year-end 2016
54 Outstanding Equity Awards at Fiscal Year-end 2016
55 Option Exercises and Stock Vested During 2016
56 Retirement Benefits
59 Non-Qualified Deferred Compensation at Fiscal Year-end 2016
60 Potential Payments as a Result of Termination or Change in Control (CIC)
63 Estimate of Potential Payments upon Termination
64 Performance Measures for 2016
67 OTHER COMPENSATION PROPOSALS
67 Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executives
68 Proposal 4 – Approval of The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors
73 AUDIT COMMITTEE MATTERS
73 Proposal 5 – Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2017
75 Audit Committee Report
76 STOCKHOLDER PROPOSALS
76 Proposal 6 – Stockholder Proposal on Independent Board Chairman
79 Proposal 7 – Stockholder Proposal on Lead Director Qualifications
81 Proposal 8 – Stockholder Proposal on Reporting Political Contributions
83 Stockholder Proposals or Director Nominations for the 2018 Annual Meeting
84 STOCK OWNERSHIP INFORMATION
84 Security Ownership of Directors and Executive Officers
85 Security Ownership of Certain Beneficial Owners
85 Section 16(a) Beneficial Ownership Reporting Compliance
86 OTHER INFORMATION
86 Proxy and Voting Information
89 Appendix A – Definitions of Non-GAAP Measures
93 Appendix B – Categorical Standards of Independence
93 Appendix C – Executive Officers
94 Appendix D – The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors
About Allstate

The Allstate Corporation is the largest publicly held personal lines property and casualty insurer in America, serving more than 16 million households nationwide. Founded in 1931, Allstate has been dedicated to protecting our customers from life's uncertainties and preparing them for the future for more than 85 years.

Allstate became a publicly-traded company in 1993, and is listed on the New York Stock Exchange under the trading symbol ALL. In 2016, Allstate had over $36 billion in revenues.