ALLSTATE CORP — Director's Dealing 2010

Jun 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2010-06-01

Reporting Person: RILEY H JOHN JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-01	Common Share Unit	$0	A	716.453	Acquired		Common Stock (716.453)	Direct
2010-06-01	Restricted Stock Units	$	A	5058	Acquired		Common Stock (5058)	Direct

Footnotes

F1: These common share units were acquired pursuant to The Allstate Corporation Amended and Restated Deferred Compensation Plan for Non-Employee Directors and represent director's fees deferred under the Plan and converted into units based on the market price of The Allstate Corporation's common shares. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. For the period of July 1, 2009 through April 1, 2010, the reporting person acquired 413.297 of common share units representing those dividends.

F2: Restricted Stock Units (RSUs) are granted under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors, as amended and restated. Each RSU represents the right to receive one share of Allstate common stock upon the earlier of (i) the date of the reporting person's death or disability, or (ii) the date on which the reporting person is no longer serving as a director of Allstate.