ALLSTATE CORP — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2012-06-01

Reporting Person: RILEY H JOHN JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-01	Restricted Stock Units	$	A	4536	Acquired		Common Stock (4536)	Direct
2012-06-01	Common Share Unit	$0	A	869.368	Acquired		Common Stock (869.368)	Direct

Footnotes

F1: 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.

F2: 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 value 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 March 1, 2012 through June 1, 2012, the reporting person acquired 154.413 of common share units representing those dividends.