ALLSTATE CORP — Director's Dealing 2010

Feb 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2010-02-22

Reporting Person: Roche Michael John (SVP Allstate Insurance Company)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-22	Common Stock	M	4900	—	Acquired	28830.0243	Direct
2010-02-22	Common Stock	F	1444	$31.22	Disposed	27386.0243	Direct
2010-02-22	Common Stock	M	1875	—	Acquired	29261.0243	Direct
2010-02-22	Common Stock	F	615	$31.22	Disposed	28646.0243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-22	Restricted Stock Units	$	M	4900	Disposed	2010-02-21	Common Stock (4900)	Direct
2010-02-22	Restricted Stock Units	$	A	12268	Acquired		Common Stock (12268)	Direct
2010-02-22	Employee Stock Option (Right to Buy)	$31.41	A	72286	Acquired	2020-02-22	Common Stock (72286)	Direct
2010-02-22	Restricted Stock Units	$	M	1875	Disposed	2010-02-21	Common Stock (1875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4910.3528	Indirect

Footnotes

F1: Conversion of previously awarded grant of restricted stock units (RSUs) representing the right to receive one share of Allstate common stock, without the payment of any consideration, pursuant to The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan.

F2: Form reflects 1,455.0243 shares acquired as of January 6, 2010 through the dividend reinvestment plan of Charles Schwab. Such broker's dividend reinvestment plan provides for regular and automatic reinvestment of dividends paid on Allstate common stock to acquire more Allstate common stock, and is offered on essentially the same terms to all clients holding Allstate common shares in a Charles Schwab account.

F3: Reflects acquisition of 696.5552 shares of The Allstate Corporation common stock since May 28, 2009 under the Allstate 401 (k) Savings Plan, pursuant to the most recent plan statement, dated February 16, 2010.

F4: Award of Restricted Stock Units (RSUs) granted under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). The period of restriction shall begin on February 22, 2010, and 50% of the total number of RSUs will convert on February 22, 2012, 25% will convert on February 22, 2013, and the remaining 25% will convert on February 22, 2014.

F5: Option exercisable in three increments with 50% vesting on February 22, 2012, 25% vesting on February 22, 2013, and the remaining 25% vesting on February 22, 2014.