diff --git a/envoy/config/retry/other_priority/BUILD b/envoy/config/retry/other_priority/BUILD
new file mode 100644
index 00000000..cb0cfcd0
--- /dev/null
+++ b/envoy/config/retry/other_priority/BUILD
@@ -0,0 +1,11 @@
+licenses(["notice"])  # Apache 2
+
+load("//bazel:api_build_system.bzl", "api_proto_library_internal")
+
+api_proto_library_internal(
+    name = "other_priority",
+    srcs = ["other_priority_config.proto"],
+    deps = [
+        "//envoy/api/v2/core:base",
+    ],
+)
diff --git a/envoy/config/retry/other_priority/other_priority_config.proto b/envoy/config/retry/other_priority/other_priority_config.proto
new file mode 100644
index 00000000..01134176
--- /dev/null
+++ b/envoy/config/retry/other_priority/other_priority_config.proto
@@ -0,0 +1,37 @@
+syntax = "proto3";
+
+package envoy.config.retry.other_priority;
+
+// A retry host selector that attempts to spread retries between priorities, even if certain
+// priorities would not normally be attempted due to higher priorities being available.
+//
+// As priorities get excluded, load will be distributed amongst the remaining healthy priorities
+// based on the relative health of the priorities, matching how load is distributed during regular
+// host selection. For example, given priority healths of {100, 50, 50}, the original load will be
+// {100, 0, 0} (since P0 has capacity to handle 100% of the traffic). If P0 is excluded, the load
+// changes to {0, 50, 50}, because P1 is only able to handle 50% of the traffic, causing the
+// remaining to spill over to P2.
+//
+// Each priority attempted will be excluded until there are no healthy priorities left, at which
+// point the list of attempted priorities will be reset, essentially starting from the beginning.
+// For example, given three priorities P0, P1, P2 with healthy % of 100, 0 and 50 respectively, the
+// following sequence of priorities would be selected (assuming update_frequency = 1):
+// Attempt 1: P0 (P0 is 100% healthy)
+// Attempt 2: P2 (P0 already attempted, P2 only healthy priority)
+// Attempt 3: P0 (no healthy priorities, reset)
+// Attempt 4: P2
+//
+// Using this PriorityFilter requires rebuilding the priority load, which runs in O(# of
+// priorities), which might incur significant overhead for clusters with many priorities.
+message OtherPriorityConfig {
+  // How often the priority load should be updated based on previously attempted priorities. Useful
+  // to allow each priorities to receive more than one request before being excluded or to reduce
+  // the number of times that the priority load has to be recomputed.
+  //
+  // For example, by setting this to 2, then the first two attempts (initial attempt and first
+  // retry) will use the unmodified priority load. The third and fourth attempt will use priority
+  // load which excludes the priorities routed to with the first two attempts, and the fifth and
+  // sixth attempt will use the priority load excluding the priorities used for the first four
+  // attempts.
+  int32 update_frequency = 1;
+}