Item 15. (a) (3)

21K characters. Original on sec.gov · Markdown

Item 15. (a) (3)

The following is a list of the exhibits filed as part of this Form 10-K. The exhibit numbers followed by an asterisk (*) indicate exhibits that are management contracts or compensatory plans or arrangements.

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
2.1Stock Purchase Agreement, dated as of January 26, 2021, by and among Allstate Insurance Company, Allstate Financial Insurance Holdings Corporation, and Antelope US Holdings Company (certain schedules and exhibits to the Stock Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any omitted schedule or exhibit).8-K1-118402.1January 27, 2021
3.1Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 23, 20128-K1-118403(i)May 23, 2012
3.2Amended and Restated Bylaws of The Allstate Corporation as amended July 14, 20238-K1-118403.1July 17, 2023
3.3Certificate of Designations with respect to the Preferred Stock, Series H of the Registrant, dated August 5, 20198-K1-118403.1August 5, 2019
3.4Certificate of Designations with respect to the Preferred Stock, Series I of the Registrant, dated November 8, 20198-K1-118403.1November 8, 2019
3.5Certificate of Elimination with respect to the Preferred Stock Series A, C, D, E and F of the Registrant, dated February 20, 202010-K1-118403.6February 21, 2020
3.6Certificate of Elimination with respect to the Preferred Stock, Series G of the Registrant, dated May 1, 202310-Q1-118403.6May 3, 2023
3.7Certificate of Designations with respect to the Preferred Stock, Series J of the Registrant, dated May 16, 20238-K1-118403.1May 18, 2023

194 www.allstate.com

2023 Form 10-K

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
4.1The Allstate Corporation hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of holders of each issue of its long-term debt and that of its consolidated subsidiaries
4.2Description of Registrant’s SecuritiesX
4.3Deposit Agreement, dated August 8, 2019, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Series H)8-K1-118404.1August 8, 2019
4.4Form of Preferred Stock Certificate, Series H (included as Exhibit A to Exhibit 3.3 above)8-K1-118404.2August 8, 2019
4.5Form of Depositary Receipt, Series H (included as Exhibit A to Exhibit 4.3 above)8-K1-118404.3August 8, 2019
4.6Deposit Agreement, dated November 8, 2019, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Series I)8-K1-118404.1November 8, 2019
4.7Form of Preferred Stock Certificate, Series I (included as Exhibit A to Exhibit 3.4 above)8-K1-118404.2November 8, 2019
4.8Form of Depositary Receipt, Series I (included as Exhibit A to Exhibit 4.6 above)8-K1-118404.3November 8, 2019
4.9Deposit Agreement, dated May 18, 2023, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Series J)8-K1-118404.1May 18, 2023
4.10Form of Preferred Stock Certificate, Series J (included as Exhibit A to Exhibit 3.7 above)8-K1-118404.2May 18, 2023
4.11Form of Depositary Receipt (included as Exhibit A to Exhibit 4.9 above)8-K1-118404.3May 18, 2023
10.1Credit Agreement dated November 16, 2020, among The Allstate Corporation, Allstate Insurance Company, and Allstate Life Insurance Company, as Borrowers; the lenders party thereto, Wells Fargo Bank, National Association, as Syndication Agent; Bank of America, N.A., Barclays Bank PLC, Credit Suisse AG, New York Branch, Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC, and U.S. Bank National Association, as Documentation Agents; and JPMorgan Chase Bank, N.A., as Administrative Agent.8-K1-1184010.1November 17, 2020
10.2Amendment No. 1 to Credit Agreement dated as of May 4, 202110-Q1-1184010.1May 5, 2021
10.3Amendment No. 2 to Credit Agreement dated as of November 16, 202210-K1-1184010.3February 16, 2023
10.4*The Allstate Corporation Annual Executive Incentive Plan, as amended and restated effective November 17, 202010-K1-1184010.2February 22, 2021
10.5*The Allstate Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2019S-81-118404November 20, 2018
10.6*The Allstate Corporation 2019 Equity Incentive Plan, as amended and restated effective February 19, 202010-Q1-1184010.1May 5, 2020
10.7*Form of Performance Stock Award Agreement for awards granted on or after February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan to officers subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 or an executive vice president10-Q1-1184010.5May 5, 2020

The Allstate Corporation 195

2023 Form 10-K

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.8*Form of Option Award Agreement for awards granted on or after February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan to officers subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 or an executive vice president10-Q1-1184010.3May 5, 2020
10.9*Form of Option Award Agreement for awards granted on or after April 13, 2018, under The Allstate Corporation 2013 Equity Incentive Plan10-Q1-1184010.3May 1, 2018
10.10*Form of Option Award Agreement for awards granted on or after February 21, 2012 and prior to April 13, 2018 under The Allstate Corporation 2009 Equity Incentive Plan10-Q1-1184010.3May 2, 2012
10.11*Form of Restricted Stock Unit Award Agreement for awards granted on or after February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan to officers subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 or an executive vice president10-Q1-1184010.4May 5, 2020
10.12*Supplemental Retirement Income Plan, as amended and restated effective October 19, 201810-K1-1184010.16February 15, 2019
10.13*The Allstate Corporation Change in Control Severance Plan effective December 30, 20118-K1-1184010.1December 28, 2011
10.14*Amendment to The Allstate Corporation Change in Control Severance Plan effective March 1, 20218-K1-1184010.1March 1, 2021
10.15*The Allstate Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective September 15, 20088-K1-1184010.7September 19, 2008
10.16*The Allstate Corporation Equity Incentive Plan for Non-Employee Directors, as amended and restated effective September 15, 20088-K1-1184010.5September 19, 2008
10.17*The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors, as amended and restated effective September 15, 20088-K1-1184010.6September 19, 2008
10.18*The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee DirectorsProxy1-11840App. DApril 12, 2017
10.19*Form of amended and restated Restricted Stock Unit Award Agreement with regards to awards outstanding on September 15, 2008 under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors8-K1-1184010.8September 19, 2008
10.20*Form of Restricted Stock Unit Award Agreement for awards granted on or after September 15, 2008, and prior to June 1, 2016, under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors8-K1-1184010.9September 19, 2008
10.21*Form of Restricted Stock Unit Award Agreement for awards granted on or after June 1, 2016, and prior to June 1, 2017, under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors10-Q1-1184010.2August 3, 2016
10.22*Form of Restricted Stock Unit Award Agreement for awards granted on or after June 1, 2017, under The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors10-Q1-1184010.2August 1, 2017
10.23*Form of Indemnification Agreement between the Registrant and Director10-Q1-1184010.2August 1, 2007
10.24*Resolutions regarding Non-Employee Director Compensation adopted November 19, 202110-K1-1184010.31February 18, 2022
10.25*Resolutions regarding Non-Employee Director Compensation adopted November 18, 202210-K1-1184010.33February 16, 2023
10.26*Voluntary Retirement Agreement, dated August 18, 2022, between Glenn T. Shapiro and Allstate Insurance Company8-K1-1184010August 18, 2022
10.27*Offer Letter dated March 9, 2022 to Robert Toohey10-Q1-1184010.1May 3, 2023

196 www.allstate.com

2023 Form 10-K

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
19The Allstate Corporation Insider Trading Policy, effective July 14, 2023X
21Subsidiaries of The Allstate CorporationX
23Consent of Independent Registered Public Accounting FirmX
31(i)Rule 13a-14(a) Certification of Principal Executive OfficerX
31(i)Rule 13a-14(a) Certification of Principal Financial OfficerX
32Section 1350 CertificationsX
97The Allstate Corporation Clawback Policy, effective July 5, 2023X
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension SchemaX
101.CALInline XBRL Taxonomy Extension Calculation LinkbaseX
101.DEFInline XBRL Taxonomy Extension Definition LinkbaseX
101.LABInline XBRL Taxonomy Extension Label LinkbaseX
101.PREInline XBRL Taxonomy Extension Presentation LinkbaseX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X

Item 15. (b)

The exhibits are listed in Item 15. (a)(3) above.

Item 15. (c)

The financial statement schedules are listed in Item 15. (a)(2) above.

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