Each of the 26,000,000 depositary shares offered hereby (the "Depositary Shares") represents a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series E, $1.00 par value per share, with a liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share) (the "Preferred Stock"), of The Allstate Corporation, deposited with Wells Fargo Bank, N.A., as depositary (the "Depositary"). The Depositary Shares are evidenced by depositary receipts. As a holder of Depositary Shares, you are entitled to all proportional rights and preferences of the Preferred Stock, including dividend, voting, redemption and liquidation rights. You must exercise these rights through the Depositary.
We will pay dividends on the Preferred Stock on a noncumulative basis only when, as and if declared by our board of directors (or a duly authorized committee of the board) and to the extent that we have legally available funds to pay dividends. Dividends will accrue from March 3, 2014 on the liquidation amount of $25,000 per share of the Preferred Stock and be payable in arrears at an annual rate equal to 6.625% on January 15, April 15, July 15 and October 15 of each year, commencing July 15, 2014. Dividends on the Preferred Stock are not cumulative. Accordingly, in the event dividends are not declared on the Preferred Stock for payment on any dividend payment date, then those dividends will cease to accrue and cease to be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period.
The certificate of designations for the Preferred Stock will prohibit the declaration of dividends on the Preferred Stock, except out of the net proceeds of common stock issued during the 90 days prior to the date of declaration, if we fail to meet specified capital adequacy, net income or shareholders' equity levels as described in this prospectus supplement. We may issue preferred stock in the future that does not include such restrictions but would rank on a parity with the Preferred Stock. If we fail to meet such specified capital adequacy, net income or shareholders' equity levels and are therefore restricted in the payment of dividends on the Preferred Stock, we would not be precluded from paying dividends on any such parity stock. See "Description of the Preferred StockŚRestrictions on Declaration and Payment of Dividends".
We may, at our option, redeem the shares of Preferred Stock (i) in whole but not in part at any time prior to April 15, 2019, within 90 days after the occurrence of a "rating agency event" at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), or if greater, a make-whole redemption price calculated as described in this prospectus supplement, 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 April 15, 2019 at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, without regard to any undeclared dividends, to, but excluding, the redemption date. If we redeem the Preferred Stock, the Depositary will redeem a proportionate number of Depositary Shares. Neither you, as a holder of Depositary Shares, nor the Depositary will have the right to require the redemption or repurchase of the Preferred Stock or the Depositary Shares.