ALLSTATE CORP — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2012-02-21

Reporting Person: PILCH SAMUEL H (Sr. Group VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	1983	—	Acquired	1388	Direct
2012-02-22	Common Stock	F	595	$31.56	Disposed	793	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Employee Stock Option (Right to Buy)	$31.56	A	14337	Acquired	2022-02-21	Common Stock (14337)	Direct
2012-02-21	Restricted Stock Units	$	A	11815	Acquired		Common Stock (11815)	Direct
2012-02-22	Restricted Stock Units	$	M	1983	Disposed		Common Stock (1983)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3558	Indirect

Footnotes

F1: Conversion of previously awarded restricted stock units into an equal number of common shares, without the payment of any consideration, pursuant to The Allstate Corporation 2009 Equity Incentive Plan. Remaining restricted stock units will convert 25% on February 22, 2013 and 25% on February 22, 2014.

F2: Reflects acquisition of 266.8556 shares of The Allstate Corporation common stock since February 16, 2011 under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated February 16, 2012.

F3: Option exercisable in three increments with 50% vesting on February 21, 2014, 25% vesting on February 21, 2015, and the remaining 25% vesting on February 21, 2016.

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 21, 2012, and 50% of the total number of RSUs will convert on February 21, 2014, 25% will convert on February 21, 2015, and the remaining 25% will convert on February 21, 2016.