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: Richardson Joseph J (SVP - Protection Distribution)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-22	Common Stock	M	2451	—	Acquired	3615	Direct
2010-02-22	Common Stock	F	776	$31.22	Disposed	2839	Direct
2010-02-22	Common Stock	M	600	—	Acquired	3439	Direct
2010-02-22	Common Stock	F	214	$31.22	Disposed	3225	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-22	Restricted Stock Units	$	M	2451	Disposed	2010-02-21	Common Stock (2451)	Direct
2010-02-22	Restricted Stock Units	$	M	600	Disposed	2010-02-21	Common Stock (600)	Direct
2010-02-22	Restricted Stock Units	$	A	12237	Acquired		Common Stock (12237)	Direct
2010-02-22	Employee Stock Option (Right to Buy)	$31.41	A	72101	Acquired	2020-02-22	Common Stock (72101)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	507.8117	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: Reflects acquisition of 177.3599 shares of The Allstate Corporation common stock under The Savings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated February 17, 2009.

F3: 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.

F4: 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.