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: WILSON THOMAS J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	35434	—	Acquired	41596.509	Direct
2012-02-22	Common Stock	F	11663	$31.56	Disposed	29933.509	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	444060	Acquired	2022-02-21	Common Stock (444060)	Direct
2012-02-22	Restricted Stock Units	$	M	35434	Disposed		Common Stock (35434)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4726	Indirect
Common Stock	179880	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: Form also reflects 75.095 shares acquired during period of January 7, 2011 through January 6, 2012 through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

F3: Reflects acquisition of 297.3995 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.

F4: In August 2011, the reporting person contributed 179,880 shares of Allstate common stock previously reported as directly held to a grantor retained annuity trust.

F5: 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.