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This excerpt taken from the ALL DEF 14A filed Apr 1, 2009.

Table of Contents

LOGO

THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127

April 1, 2009


Notice of 2009 Annual Meeting and Proxy Statement

Dear Stockholder:

        You are invited to attend Allstate's 2009 annual meeting of stockholders to be held on Tuesday, May 19, 2009 at 11 a.m. local time, in the 8th floor auditorium of Harris Bank, Chicago, Illinois.

        We encourage you to review the notice of annual meeting, proxy statement, financial statements, and management's discussion and analysis provided in this booklet to learn more about your corporation.

        Under Securities and Exchange Commission rules, we are providing most of our stockholders with the annual meeting materials via the Internet. By using this method of delivery, we are able to provide to you these important materials in an expedited manner, and reduce both our costs and the environmental impact of our annual meeting.

        As always, your vote is important. You are encouraged to vote as soon as possible, either by telephone, Internet, or mail. Please use one of these methods to vote before the meeting even if you plan to attend the meeting.

    Sincerely,

 

 

SIGNATURE
    Thomas J. Wilson
Chairman, President and Chief Executive Officer

THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127

April 1, 2009

These excerpts taken from the ALL 8-K filed May 10, 2007.

TABLE OF CONTENTS

 

 

 

Page

 

SECTION 1.

 

Definitions

 

2

 

SECTION 2.

 

Limitations on Repayment, Redemption and Purchase of Debentures

 

2

 

SECTION 3.

 

Covered Debt.

 

3

 

SECTION 4.

 

Termination, Amendment and Waiver.

 

5

 

SECTION 5.

 

Miscellaneous.

 

6

 

 

 

 

 

 

 

SCHEDULE I

 

Definitions

 

SI-1

 

 

i




This Replacement Capital Covenant, dated as of May 10, 2007 (this “Replacement Capital Covenant”), by The Allstate Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below),

R E C I T A L S

WHEREAS, on the date hereof, the Corporation is issuing $500,000,000 aggregate principal amount of its 6.125% Fixed—to—Floating Rate Junior Subordinated Debentures due 2067 (including any such junior subordinated debentures issued after the date hereof that may be consolidated and form a single series with such Junior Subordinated Debentures issued on the date hereof, the “Debentures”);

WHEREAS, this Replacement Capital Covenant is the “Replacement Capital Covenant” referred to in the Prospectus Supplement, dated May 3, 2007, relating to the Debentures (together with the Prospectus, dated May 18, 2006 attached thereto, the “Prospectus”);

WHEREAS, the Corporation is entering into and disclosing the content of this Replacement Capital Covenant in the manner provided below with the intent that the covenants provided for in this Replacement Capital Covenant be enforceable by each Covered Debtholder and that the Corporation be estopped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law; and

WHEREAS, the Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants,

NOW, THEREFORE, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder:

TABLE OF CONTENTS

 

 

 

Page

 

SECTION 1.

 

Definitions

 

2

 

SECTION 2.

 

Limitations on Repayment, Redemption and Purchase of Debentures

 

2

 

SECTION 3.

 

Covered Debt.

 

3

 

SECTION 4.

 

Termination, Amendment and Waiver.

 

5

 

SECTION 5.

 

Miscellaneous.

 

6

 

 

 

 

 

 

 

SCHEDULE I

 

Definitions

 

SI-1

 

 

i




This Replacement Capital Covenant, dated as of May 10, 2007 (this “Replacement Capital Covenant”), by The Allstate Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below),

R E C I T A L S

WHEREAS, on the date hereof, the Corporation is issuing $500,000,000 aggregate principal amount of its 6.50% Fixed—to—Floating Rate Junior Subordinated Debentures due 2067 (including any such junior subordinated debentures issued after the date hereof that may be consolidated and form a single series with such Junior Subordinated Debentures issued on the date hereof, the “Debentures”);

WHEREAS, this Replacement Capital Covenant is the “Replacement Capital Covenant” referred to in the Prospectus Supplement, dated May 3, 2007, relating to the Debentures (together with the Prospectus, dated May 18, 2006 attached thereto, the “Prospectus”);

WHEREAS, the Corporation is entering into and disclosing the content of this Replacement Capital Covenant in the manner provided below with the intent that the covenants provided for in this Replacement Capital Covenant be enforceable by each Covered Debtholder and that the Corporation be estopped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law; and

WHEREAS, the Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants,

NOW, THEREFORE, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder:

This excerpt taken from the ALL DEF 14A filed Apr 2, 2007.

Table of Contents

 
  Page
Proxy and Voting Information   1
Proxy Statement and Annual Report Delivery   4
Corporate Governance Practices   4
  Code of Ethics   4
  Determinations of Independence of Nominees for Election   4
  Majority Votes in Director Elections   5
  Board Structure, Meetings and Board Committees   6
  New Director Orientation   6
  Executive Sessions of the Board   6
  Board Attendance Policy   7
  Board Committees   7
  Nomination Process for Election to the Board of Directors   10
  Communications with the Board   10
  Policy on Rights Plans   11
  Allstate Charitable Contributions   11
  Compensation Committee Interlocks and Insider Participation   11
Items to be Voted On   12
  Item 1. Election of Directors   12
  Item 2. Ratification of Appointment of Independent Registered Public Accountant   16
  Item 3. Approve the Amendments to the Restated Certificate of Incorporation to Eliminate the Supermajority Vote Requirements   17
Executive and Director Compensation   18
  Compensation Discussion and Analysis   18
  Summary Compensation Table   29
  All Other Compensation — Supplemental Table   31
  Grants of Plan-Based Awards at Fiscal Year-End 2006   32
  Outstanding Equity Awards at Fiscal Year-End 2006   36
  Option Exercises and Stock Vested at Fiscal Year-End 2006   38
  Pension Benefits   39
  Non-Qualified Deferred Compensation at Fiscal Year-End 2006   42
  Potential Payments as a Result of Termination or Change-in-Control   43
  Director Compensation at Fiscal Year-End 2006   53
  Performance Measures   54
Compensation Committee Report   58
Security Ownership of Directors and Executive Officers   59
Security Ownership of Certain Beneficial Owners   60
Audit Committee Report   60
Section 16(a) Beneficial Ownership Reporting Compliance   61
Related Person Transactions   61
Stockholder Proposals for Year 2008 Annual Meeting   61
Proxy Solicitation   62
Appendix A — The Allstate Corporation Committee Charters   A-1
  Audit Committee Charter   A-1
  Compensation and Succession Committee Charter   A-5
  Nominating and Governance Committee Charter   A-7
Appendix B — Policy Regarding Pre-Approval of Independent Auditors' Services   B-1
Appendix C — Proposed Amendments to The Restated Certificate of Incorporation to Eliminate the Supermajority Vote Requirements   C-1
Appendix D — List of Executive Officers   D-1

Proxy and Voting Information


This excerpt taken from the ALL 10-K filed Feb 22, 2007.

Table of Contents

 
  Page
PART I    
Item 1. Business   1
  Goal   1
  Allstate Protection Segment   2
  Allstate Financial Segment   4
  Other Business Segments   7
  Reserve for Property-Liability Claims and Claims Expense   8
  Regulation   12
  Internet Website   15
  Other Information about Allstate   16
  Executive Officers   17
Item 1A. Risk Factors   18
Item 1B. Unresolved Staff Comments   27
Item 2. Properties   27
Item 3. Legal Proceedings   27
Item 4. Submission of Matters to a Vote of Security Holders   27
PART II    
Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities   28
Item 6. Selected Financial Data   30
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations   31
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   129
Item 8. Financial Statements and Supplementary Data   129
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   216
Item 9A. Controls and Procedures   216
Item 9B Other Information   216
PART III    
Item 10. Directors, Executive Officers and Corporate Governance   219
Item 11. Executive Compensation   219
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   219
Item 13. Certain Relationships and Related Transactions, and Director Independence   220
Item 14. Principal Accounting Fees and Services   220
PART IV    
Item 15. Exhibits, Financial Statement Schedules   221
Signatures   225
Financial Statement Schedules   S-1

Part I

This excerpt taken from the ALL DEF 14A filed Mar 27, 2006.

Table of Contents

 
  Page
Proxy and Voting Information   1
Annual Report and Proxy Statement Delivery   4
Corporate Governance Practices   4
  Code of Ethics   4
  Determinations of Independence of Nominees for Election   4
  Board Structure, Meetings and Board Committees   5
  Executive Sessions of the Board   6
  Board Committees   6
  Nomination Process for Election to the Board of Directors   8
  Majority Votes in Director Elections Policy   9
  Shareholder Communications with Board   9
  Board Attendance Policy   9
  Policy on Rights Plans   9
  Allstate Charitable Contributions   9
  Compensation Committee Interlocks and Insider Participation   10
  Directors' Compensation and Benefits   10
Items to be Voted On   12
  Item 1. Election of Directors   12
  Item 2. Ratification of Appointment of Independent Registered Public Accounting Firm   15
  Item 3. Approval of The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan   16
  Item 4. Approval of The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors   23
  Item 5. Stockholder Proposal on Director Election Majority Vote Standard   28
  Item 6. Stockholder Proposal on Simple Majority Vote   31
Executive Compensation   34
  Summary Compensation Table   34
  Option Grants in 2005   35
  Option Exercises in 2005 and Option Values on December 31, 2005   36
  Long-Term Incentive Plan Awards in 2005   36
  Pension Plans   36
  Change of Control Arrangements   38
  Compensation and Succession Committee Report   39
Stock Performance Graphs   48
Securities Authorized For Issuance Under Equity Compensation Plans   50
Security Ownership of Directors and Executive Officers   51
Security Ownership of Certain Beneficial Owners   51
Audit Committee Report   52
Section 16(a) Beneficial Ownership Reporting Compliance   53
Certain Transactions   53
Stockholder Proposals for Year 2007 Annual Meeting   53
Proxy Solicitation   54
Appendix A — Majority Votes in Director Elections Policy   A-1
Appendix B — Policy Regarding Pre-Approval of Independent Auditors' Services   B-1
Appendix C — Amended and Restated 2001 Equity Incentive Plan   C-1
Appendix D — 2006 Equity Compensation Plan for Non-Employee Directors   D-1
Appendix E — List of Executive Officers   E-1


Proxy and Voting Information


This excerpt taken from the ALL 10-K filed Feb 23, 2006.

Table of Contents

 
  Page
PART I    
Item 1. Business   1
  Goal   1
  Allstate Protection Segment   2
  Allstate Financial Segment   5
  Other Business Segments   8
  Reserve for Property-Liability Claims and Claims Expense   8
  Regulation   13
  Internet Website   17
  Other Information about Allstate   17
  Executive Officers   18
Item 1A. Risk Factors   19
Item 1B. Unresolved Staff Comments   19
Item 2. Properties   19
Item 3. Legal Proceedings   19
Item 4. Submission of Matters to a Vote of Security Holders   19
PART II    
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   20
Item 6. Selected Financial Data   22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations   23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   120
Item 8. Financial Statements and Supplementary Data   120
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   201
Item 9A. Controls and Procedures   201
Item 9B. Other Information   201
PART III    
Item 10. Directors and Executive Officers of the Registrant   204
Item 11. Executive Compensation   204
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   204
Item 13. Certain Relationships and Related Transactions   205
Item 14. Principal Accountant Fees and Services   205
PART IV    
Item 15. Exhibits and Financial Statement Schedules   206
Signatures   210
Financial Statement Schedules   S-1


Part I


Item 1. Business

        The Allstate Corporation was incorporated under the laws of the State of Delaware on November 5, 1992 to serve as the holding company for Allstate Insurance Company. Its business is conducted principally through Allstate Insurance Company, Allstate Life Insurance Company and their affiliates (collectively, including The Allstate Corporation, "Allstate"). Allstate is primarily engaged in the personal property and casualty insurance business and the life insurance, retirement and investment products business. It conducts its business primarily in the United States.

        The Allstate Corporation is the largest publicly held personal lines insurer in the United States. Widely known through the "You're In Good Hands With Allstate®" slogan, Allstate provides insurance products to more than 17 million households through a distribution network that utilizes a total of approximately 14,100 exclusive agencies and exclusive financial specialists in the United States and Canada. Allstate is the second-largest personal property and casualty insurer in the United States on the basis of 2004 statutory premiums earned. In addition, it is the nation's 13th largest life insurance business on the basis of 2004 ordinary life insurance in force and 17th largest on the basis of 2004 statutory admitted assets.

        Allstate has four business segments:

• Allstate Protection   • Discontinued Lines and Coverages
• Allstate Financial   • Corporate and Other

        In this annual report on Form 10-K, we occasionally refer to statutory financial information that has been prepared in accordance with the National Association of Insurance Commissioners ("NAIC") Accounting Practices and Procedure Manual ("Manual"). All domestic U.S. insurance companies are required to prepare statutory-basis financial statements in accordance with the Manual. As a result, industry data is available that enables comparisons between insurance companies, including competitors that are not subject to the requirement to publish financial statements on the basis of accounting principles generally accepted in the U.S. ("GAAP"). We frequently use industry publications containing statutory financial information to assess our competitive position.

        Allstate's goal is to become better, bigger and broader in personal property and casualty insurance and in life insurance, retirement and investment products.

        To achieve this goal, Allstate will help customers feel better protected today and better prepared for tomorrow by delivering on the Good Hands® Promise. The Good Hands Promise is made up of five planks that reflect what Allstate stands for:

    Have competitive prices

    Be easy to do business with

    Offer products and services to help meet customer needs

    Provide a knowledgeable and experienced team

    Establish relationships that value customers

        In pursuit of our goal to become better, bigger and broader, we intend to maintain discipline in pricing, underwriting, capital, expense and risk management in order to create long-term shareholder value. We may also engage in selective business start-ups, acquisitions and alliances.

1



This excerpt taken from the ALL DEF 14A filed Mar 25, 2005.

Table of Contents

 
  Page
Proxy and Voting Information   1
Annual Report and Proxy Statement Delivery   3
Corporate Governance Practices   4
  Code of Ethics   4
  Determinations of Independence of Nominees for Election   4
  Board Structure, Meetings and Board Committees   5
  Executive Sessions of the Board   5
  Board Committees   6
  Nomination Process for Election to the Board of Directors   7
  Shareholder Communications with the Board   8
  Board Attendance Policy   8
  Policy on Rights Plans   8
  Allstate Charitable Contributions   8
  Compensation Committee Interlocks and Insider Participation   9
  Directors' Compensation and Benefits   9
Items to be Voted On   10
Item 1. Election of Directors   10
Item 2. Ratification of Appointment of Independent Public Accountants   13
Item 3. Stockholder Proposal on Cumulative Voting   14
Executive Compensation   17
  Summary Compensation Table   17
  Option/SAR Grants in 2004   18
  Option Exercises in 2004 and Option Values on December 31, 2004   19
  Long-Term Incentive Plan Awards in 2004   19
  Pension Plans   19
  Change of Control Arrangements   21
  Compensation and Succession Committee Report   22
Stock Performance Graphs   30
Security Ownership of Directors and Executive Officers   32
Security Ownership of Certain Beneficial Owners   33
Audit Committee Report   33
Section 16(a) Beneficial Ownership Reporting Compliance   34
Certain Transactions   34
Other Matters   34
Stockholder Proposals for Year 2006 Annual Meeting   34
Proxy Solicitation   35
Appendix A    
  Policy Regarding Pre-Approval of Independent Auditors' Services   A-1
Appendix B    
  List of Executive Officers   B-1


Proxy and Voting Information


This excerpt taken from the ALL 10-K filed Feb 24, 2005.

Table of Contents

 
  Page
PART I    
Item 1. Business   1
  Goal   1
  Allstate Protection Segment   2
  Allstate Financial Segment   4
  Other Business Segments   7
  Reserve for Property-Liability Claims and Claims Expense   7
  Regulation   12
  Internet Website   16
  Other Information about Allstate   16
  Executive Officers   17
Item 2. Properties   18
Item 3. Legal Proceedings   18
Item 4. Submission of Matters to a Vote of Security Holders   18
PART II    
Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities   19
Item 6. Selected Financial Data   21
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations   22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   110
Item 8. Financial Statements and Supplementary Data   110
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   188
Item 9A. Controls and Procedures   188
Item 9B Other Information   188
PART III    
Item 10. Directors and Executive Officers of the Registrant   190
Item 11. Executive Compensation   190
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   190
Item 13. Certain Relationships and Related Transactions   191
Item 14. Principal Accountant Fees and Services   191
PART IV    
Item 15. Exhibits and Financial Statement Schedules   192
Signatures   196
Financial Statement Schedules   S-1

Part I

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