Amount of

Maximum Aggregate

Registration

Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)

Depositary Shares of The Allstate Corporation (each representing a 1/1000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series D)

$

115,125,000

$

14,829

Fixed Rate Noncumulative Perpetual Preferred Stock, Series D

(3)

(3)

CUSIP
Number of
Depositary
Shares

Series

Public
Offering
Price(1)

Size ($/#
Depositary
Shares)(2)

Dividend Rate
(Non-
Cumulative)(3)

Dividend
Frequency(4)

Maturity

Initial
Redemption
Date(5)

Make-
Whole
Premium(5)

Proposed
NYSE Listing
Symbol(6)

Purchasing
Agent’s
Discount

Net
Proceeds
(before
Expenses)(7)

020002804

D

$25.00

$115,125,000/ 4,605,000

6.625%

Quarterly

Perpetual

April 15, 2019

45 basis points

ALL PR D

$0.7875

$111,498,562.50

(1)

Investment advisers, either registered under the Investment Advisers Act of 1940 or exempt therefrom, purchasing shares for the account of their advisory clients may be offered shares at up to a $0.40 discount to the public offering price

(2)

Shares to be outstanding immediately after this offering: 4,605,000 Depositary Shares

(3)

Dividends are payable only when, as and if declared

(4)

Dividends are payable in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on April 15, 2014

(5)

The Issuer may, at its option, redeem the shares of Preferred Stock (i) in whole but not in part at any time prior to the Initial Redemption Date specified above, within 90 days after the occurrence of a “rating agency event” at a redemption price equal to $25,000 per share of Preferred Stock (or $25 per Depositary Share), or if greater, the present values of (A) $25,000 per share of Preferred Stock (or $25 per Depositary Share) and (B) all undeclared dividends for the dividend periods from the date of redemption to and including the Initial Redemption Date specified above, in each case, discounted to the date of redemption on a quarterly basis at a discount rate equal to the treasury rate plus the Make-Whole Premium specified above, plus, in each case, any declared and unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date, or (ii) in whole or in part, from time to time, on any dividend payment date on or after the Initial Redemption Date specified above at a redemption price equal to $25,000 per share of Preferred Stock (or $25 per Depositary Share), plus any declared and unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date

(6)

If approved for listing, trading of the Depositary Shares is expected to commence within a 120-day period after the original issuance date of the Depositary Shares

(7)

We estimate that the total expenses for this offering will be approximately $350,000 (excluding the Purchasing Agent’s Discount)