Notice of 2018 Annual Meeting
and Proxy Statement

Fellow Stockholders,

Thank you for trusting us to oversee the long-term health and sustainability of Allstate. We focus on continuous improvement and transparency, informed by our stockholder engagement, outside advisors and best practices. Below is a list of our major initiatives and accomplishments in 2017.

Corporate Governance

Once again last year, we reached out to stockholders representing over one-third of our outstanding shares to discuss performance, strategy, corporate governance, and Board composition, diversity, tenure and independence as part of our effort to continuously get better. Our Chair and CEO, Tom Wilson, Lead Director, Judy Sprieser, and nominating and governance committee chair, Andrea Redmond, participated in these conversations. We implemented the following improvements to our governance practices:

Performance and Strategy

We regularly review Allstate’s relative competitive positioning, and actively participate and discuss strategies and key initiatives for each market-facing business and the entire corporation. We also devoted significant time to Allstate’s strategy and how to effectively capture opportunities presented by changes in the automobile industry, including autonomous vehicle technology and ride-sharing.

Risk Oversight

Oversight of Allstate’s enterprise risk and return program is the responsibility of the full Board and the risk and return and audit committees. We implemented several enhancements:

Executive Compensation and Succession

We completed our annual evaluation of the executive compensation program to ensure alignment with long-term interests of stockholders. The say-on-pay proposal received 95% support at the 2017 annual meeting. No significant changes were made to our programs in 2017.

Management succession for the CEO and senior leaders is reviewed four times annually across multiple time periods (immediate, less than 2 years, 3 to 5 years, and over 5 years) and under different operating scenarios. Most recently, our robust succession strategy and careful planning resulted in several internal senior leadership promotions in connection with the retirement of Matt Winter, Allstate’s President, including Steve Shebik to Vice Chair, Glenn Shapiro to President of Allstate Personal Lines, and Mario Rizzo to Executive Vice President and Chief Financial Officer. We are confident these leadership changes will enable Allstate’s long-term success.

Capital Management and Stockholder Return

Capital allocation decisions are aligned with Allstate’s enterprise risk and return management principles: maintain a strong foundation, build strategic value, and optimize return per unit of risk. Investments were made in existing businesses to support long-term profitable growth. With the acquisition of SquareTrade, Allstate expanded the protection products it offers to customers.

Societal Responsibilities

Allstate maintains a strong reputation by operating with integrity, serving customers and improving local communities. This includes the following:

We welcome your feedback on this letter or other matters important to Allstate. You can reach us by email at directors@allstate.com.

We pledge to continue to work hard for you to ensure the sustainability and success of Allstate’s long-term strategies and commitment to enhance the communities it serves. Thank you for your continued support.

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

In addition, any other business properly presented may be acted upon at the meeting.

Who Can Vote:
Holders of Allstate common stock at the close of business on March 13, 2018. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals.

Who Can Attend:
Stockholders who wish to attend the meeting in person should review pages 81-82.

Date of Mailing:
On or about March 28, 2018, these proxy materials and annual report are being mailed or made available to stockholders and to participants in the Allstate 401(k) Savings Plan.

By Order of the Board,

Susan L. Lees
Secretary
March 28, 2018

This summary highlights selected information about the items to be voted on at the annual meeting. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

Meeting Agenda and Voting Recommendations

PROPOSAL 1	Election of 10 Directors
		The Board recommends a vote FOR each nominee.
		●Diverse slate of directors with broad leadership experience; four leadership roles bring gender or ethnic diversity. ●All candidates are highly successful executives with relevant skills and expertise. ●Average director tenure of 5.5 years with 9 of 10 independent of management. ●Strong corporate governance practices and stockholder engagement program that receive exceptional corporate governance ratings.
		See pages 10-15 for further information

Name

Principal Professional Experience

Years of Tenure

# of Other Public Company Boards

Committee Memberships(1)

AC(2)

CSC(3)

NGC

RRC

EC

Kermit R. Crawford

President and Chief Operating Officer of Rite Aid Corporation

5

1

●

●

Michael L. Eskew

Former Chairman and CEO of United Parcel Service, Inc.

4

3

●

●

NEW

Margaret M. Keane(4)

President and CEO of Synchrony Financial

<1

1

Siddharth N. Mehta

Former President and CEO of TransUnion

4

2

●

●

Jacques P. Perold

Former President of Fidelity Management & Research Company

2

1

●

●

Andrea Redmond

Former Managing Director of Russell Reynolds Associates Inc.

8

0

●

●

NEW

Gregg M. Sherrill(4)

Executive Chair and former Chair and CEO of Tenneco Inc.

<1

2

Judith A. Sprieser Lead Independent Director

Former CEO of Transora, Inc. and senior executive at Sara Lee Corporation

19

2

●

●

●

Perry M. Traquina

Former Chairman, CEO and Managing Partner of Wellington Management Company, LLP

1

2

●

●

Thomas J. Wilson

Chair, President, and CEO of The Allstate Corporation

12

0

AC = Audit Committee	RRC = Risk and Return Committee
CSC = Compensation and Succession Committee	EC = Executive Committee
NGC = Nominating and Governance Committee	= Chair of Committee

BOARD NOMINEE HIGHLIGHTS

Relevant Skills and Experience				Tenure		Diversity
Broad governance experience by serving on other public company boards		Significant corporate leadership experience in relevant industries		Mix of seasoned directors who have been with Allstate through different external operating environments and fresh perspectives		Diversity of skill set, experience, thought, gender, ethnicity and background
Nine of our nominees have other public company board experience		Nine of our nominees have served as a CEO or President		Seven highly qualified nominees have joined the Board in the last five years		Three of our nominees bring gender diversity, and two of our nominees bring ethnic diversity to the Allstate boardroom

GOVERNANCE HIGHLIGHTS

Allstate has a history of strong corporate governance guided by three primary principles - dialogue, transparency and responsiveness. The Board has adjusted our governance over time to align with best practices, drive sustained stockholder value and serve the interests of stockholders.

Stockholder Rights		Annual election of directors with a majority vote standard in uncontested elections
		Proxy access rights
		No stockholder rights plan (“poison pill”) and no supermajority voting provisions
		Confidential voting
		Right to call a special meeting and request action by written consent for stockholders with 10% or more of outstanding shares
Independent Oversight		Strong independent lead director and committee chair roles with clearly articulated responsibilities
		Independent Board committees
		Eleven out of twelve current directors are independent
		Executive sessions at every in-person Board and committee meeting without management present
		Independent reviews by the Board, audit, and risk and return committees of Allstate’s strategy, business, and the related key risks and mitigation activities.
		See page 20 for information about current developments related to risk oversight in 2017.
Good Governance		Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee communications
		Annual letter to stockholders from the independent directors on Board accomplishments
		Stockholder engagement with holders of approximately 1/3 of outstanding shares each year
NEW		Enhanced Board and committee self-evaluation process, including at the end of each in-person meeting and annual reviews for the entire Board and each individual director
		See page 17 for more information, including a new annual evaluation to ensure Board effectiveness
NEW		Comprehensive Sustainability Report with information on public policy, climate change, information security, environmental, social, and governance performance and management and inclusive diversity
		Robust global code of business conduct and ethics training for all directors
		Effective director education program
		Strong equity ownership requirements for executives

PROPOSAL 2	Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
		The Board recommends a vote FOR this proposal.
		●Independent oversight by compensation and succession committee with the assistance of an independent consultant. ●Executive compensation targeted at 50th percentile of peers and aligned with short-and long-term business goals and strategy. ●Compensation programs are working effectively. Annual incentive compensation funding for our named executives in 2017 was 181.4% of target, from 55.1% of target in the prior year, reflecting significant improvement in operating results. ●Compensation compares favorably to Total Shareholder Return.
		See pages 30-67 for further information

EXECUTIVE COMPENSATION HIGHLIGHTS

We compensated our named executives using the following elements for total target direct compensation in 2017:

Our executive compensation programs have delivered pay supported by performance. The following charts show CEO total compensation in comparison to Total Shareholder Return and Adjusted Net Income per Diluted Common Share over the last three years.

Total CEO Compensation ($M) vs. One-Year Total Shareholder Return (%)	Total CEO Compensation ($M) vs. Adjusted Net Income per Diluted Common Share ($)

Board Composition and Nominee Considerations

The Board and nominating and governance committee believe that each director should be well-versed in 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 experience in the areas listed on page 10.

The Board and committee expect each non-employee director to be free of interests or affiliations that could give rise to a biased approach or a conflict of interest and be free of any significant relationship with Allstate that would interfere with the exercise of independent judgment. The Board and committee also expect each director to devote the time and effort necessary to serve as an effective director and act in a manner consistent with a director’s fiduciary duties of loyalty and care. Allstate executive officers may not serve on boards of other corporations whose executive officers serve on Allstate’s Board.

The Board also has limits on the number of other public boards on which our directors may sit. Directors who are active executives may serve on the board of no more than two other public companies, and other directors

may serve on the board of no more than four other public companies (in addition to Allstate’s Board in each case).

Board nominees are identified through a retained search firm, suggestions from current directors and stockholders, and through other methods including self-nominations. Our newest directors, Ms. Keane and Mr. Sherrill, were identified by a search firm.

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 F7, Northbrook, Illinois 60062-6127.

All candidates are evaluated and considered for their diversity, including gender, ethnic and diversity of background, expertise, and perspective, as well as the criteria described in our Corporate Governance Guidelines at www.allstateinvestors.com.

A stockholder or group of up to 20 stockholders owning 3% or more of Allstate’s outstanding common stock continuously for at least three years can nominate director candidates constituting up to 20% of the Board in the company’s annual meeting proxy materials.

The Board has determined that all non-employee directors who served during 2017 and all nominees, other than Mr. Wilson, are independent according to applicable law, the NYSE listing standards, and the Board’s Director Independence Standards (which are included on www.allstateinvestors.com). In accordance with the Director Independence Standards, the Board has determined that the nature of the relationships with the corporation that are set forth in Appendix B do not create a conflict of interest that would impair a director’s independence. The Board also determined that the members of the audit, compensation and succession, nominating and governance, and risk and return committees are independent within the meaning of applicable laws, the NYSE listing standards and the Director Independence Standards.

When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure. In particular, the Board weighed the potential impact of tenure on the independence of our longest-serving director, Ms. Sprieser. Ms. Sprieser has significant experience serving at Allstate under different operating environments and management teams, and served on the Board under two CEOs and prior to Mr. Wilson’s appointment. The Board concluded that Ms. Sprieser is an effective director who fulfills her responsibilities with integrity and independence of thought. She appropriately challenges management and the status quo, and is reasoned, balanced, and thoughtful in Board deliberations and in communications with management. The Board determined that her independence from management has not been diminished by her years of service.

The independent directors periodically review Allstate’s leadership structure and whether separating the roles of Chair and CEO is in the best interests of Allstate and its stockholders. When making this determination, the independent directors consider the recommendation of the nominating and governance committee, the current circumstances at Allstate, the skills and experiences of the individuals involved and the leadership composition of the Board. The roles of Chair and CEO were split during a transition of leadership in 2007 and 2008. The independent directors also appoint an independent lead director with robust powers and responsibilities. A strong lead director role provides an effective independent counterbalance if the independent directors choose to combine the Chair and CEO roles.

At present, the independent directors have determined Allstate is well-served by having these roles performed by Mr. Wilson, who provides excellent leadership and direction for both management and the Board. This promotes a strong connection between the Board and management that is subject to strong independent oversight by Allstate’s independent lead director and the other independent directors. The Board believes it benefits from the considerable knowledge and perspective that Mr. Wilson has acquired from more than 23 years of insurance industry experience. Given his extensive company knowledge and his ability to effectively fulfill both roles simultaneously, he is uniquely qualified to lead discussions of the Board and is in the best position to facilitate the flow of business information and communications between the Board and management.

We believe our compensation policies and practices are appropriately structured and do not provide incentives for employees to take unnecessary or excessive risks, utilizing analysis provided by an external consultant, the chief risk officer, and a review by the compensation and succession committee. Compensation plans provide a balanced and appropriate mix of cash and equity through annual and long-term incentives that align with short and long-term business goals. No one, regardless of eligibility, is guaranteed an award under the annual cash incentive program. We utilize multiple performance measures that correlate with long-term stockholder value creation and diversify the risk associated with any single performance indicator. In addition, the annual incentive program contains a funding adjustment

for senior executives in the event of a net loss, which reduces the corporate pool funding for those officers by 50% of actual performance. Likewise, for the performance stock award program, the committee requires positive net income for our executives to earn awards above target. Equity awards to executive officers after 2009 and annual cash incentive awards beginning in 2010 are subject to clawback in the event of certain financial restatements. Executives are also subject to rigorous stock ownership requirements.

Based on this analysis, we believe Allstate’s compensation policies ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on Allstate.

The Board oversees the recruitment, development, and retention of executive talent. Management succession is discussed four times annually in compensation and succession committee meetings, Board meetings, and executive sessions.

Discussions cover the CEO and other senior executive roles and include a broader discussion on organizational health. The Board also has regular and direct exposure to senior leadership and high-potential officers through one-on-one breakfasts and other informal meetings held throughout the year.

The compensation and succession committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Compensation Advisory Partners (“CAP”). CAP benchmarks Allstate’s plans and compensation payments to the market and evaluates changes to the executive compensation program. The compensation consultant also assesses Allstate’s executive compensation design, peer group selection, relative pay for performance, and total direct compensation for individual senior executive positions. Representatives of the compensation consultant participated in six out of seven compensation and succession committee meetings in 2017.

The compensation and succession committee annually evaluates the compensation consultant’s performance and independence.

The compensation and succession committee makes recommendations to the Board on compensation for the CEO and executive officers and the structure of plans used for executive officers.

The compensation and succession committee grants all equity awards to individuals designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 or covered employees as defined in Internal Revenue Code section 162(m). The compensation and succession committee has authority to grant equity awards to eligible employees in accordance with the terms of our 2013 Equity Incentive Plan. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers. All awards granted between compensation and succession committee meetings are reported at the next meeting.

The compensation consultant also provides the nominating and governance committee with competitive information on director compensation, including updates on practices and emerging trends.

Allstate proactively discusses corporate governance issues with significant stockholders throughout the year. Dialogue, transparency, and responsiveness are the cornerstones of our stockholder engagement program. Such discussions are held before the annual meeting, during stockholder voting, and after the annual meeting and include our lead director, chair of the nominating and governance committee, Chair of the Board, and other committee chairs or directors as necessary. Direct engagement typically involves our largest stockholders representing approximately one-third of our total outstanding shares. We also engage with proxy and other investor advisory firms that represent

the interests of various stockholders. In addition to input on current governance and executive compensation topics specific to Allstate, we invite discussion on any other topics or trends stockholders may wish to share with us. Their input is reported to the nominating and governance committee, which in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion or actions are necessary by the respective committee or full Board. In addition, broader investor surveys provide perspective on investor concerns.

Each incumbent director attended at least 75% of the combined Board meetings and meetings of committees of which he or she was a member. Directors are expected to attend Board and committee meetings and the annual meeting of stockholders. All directors who stood for election at the 2017 annual meeting of stockholders attended the annual meeting.

The nominating and governance committee has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is posted on the Corporate Governance section of allstateinvestors.com.

There were no related person transactions identified for 2017.

The committee or committee chair reviews transactions with Allstate in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors, executive officers,

their immediate family members, and stockholders beneficially owning more than 5% of our outstanding stock. The committee or committee chair approves or ratifies only those transactions that are in, or not inconsistent with, the best interest of Allstate and its stockholders. Transactions are reviewed and approved or ratified by the committee chair when it is not practicable or desirable to delay review of a transaction until a committee meeting. The committee chair reports any approved transactions to the committee. Any ongoing, previously approved, or ratified related person transactions are reviewed annually.

Board Meetings and Committees

THE ALLSTATE CORPORATION BOARD OF DIRECTORS

Meetings in 2017: 7

Independent Lead Director: Judith A. Sprieser

Chair: Thomas J. Wilson

11 of 12 Allstate directors are independent

	Executive sessions without management present at every in-person meeting
	Strategy discussion at every meeting, including a meeting devoted solely to that topic
	Succession planning discussed at four meetings annually

We conduct a say-on-pay vote every year at the annual meeting. While the vote is non-binding, the Board and the compensation and succession committee (the “committee” as referenced throughout the Compensation Discussion and Analysis and Executive Compensation sections) consider the results as part of their annual evaluation of our executive compensation program.

You may vote to approve or not approve the following advisory resolution on the executive compensation of the named executives:

RESOLVED, on an advisory basis, the stockholders of The Allstate Corporation approve the compensation of the named executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative on pages 31-67 of the Notice of 2018 Annual Meeting and Proxy Statement.

In 2017, Allstate delivered strong results and implemented multiple initiatives to drive long-term profitable growth. Our management team continued to advance all five operating priorities:

For the annual and long-term incentive programs, the committee oversees a rigorous and comprehensive goal-setting process. The committee works to identify performance measures and ranges of performance in the annual and long-term programs that (1) align

with the company’s strategy, operating principles and priorities, and stockholder interests, (2) support the achievement of corporate goals, and (3) reflect the company’s overall performance. The following timeline of key events reflects the committee’s process:

Salary

Annual Cash Incentive Awards

Performance Stock Awards and Stock Options

stock options. We believe both PSAs and stock options are forms of performance-based incentive compensation because PSAs are earned based on achieving established performance goals and stock options require stock price appreciation to deliver value to an executive. The PSAs vest based on results for Performance Net Income ROE (70%) and Earned Book Value (30%) over the three-year measurement period. The actual number of PSAs vesting is between 0% to 200% of target number of PSAs granted.