THE ALLSTATE CORPORATION 26,000,000 Depositary Shares Each Representing a 1/1,000th Interest in a Share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series E UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2014 • Allstate Corp • Fire, marine & casualty insurance • New York
The Allstate Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 26,000,000 shares (the “Firm Shares”) of its depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series E, par value $1.00 per share and liquidation preference $25,000 per share (the “Preferred Stock”) and, at the election of the Representatives, up to an additional 3,900,000 shares (the “Optional Shares”) of Depositary Shares. The Firm Shares and the Optional Shares are referred to herein, collectively, as the “Shares”. The shares of Preferred Stock represented by the Shares (the “Preferred Shares”), when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares and wi
