ALLSTATE CORP — Director's Dealing 2014

Jun 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2014-06-01

Reporting Person: HENKEL HERBERT L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-01	Restricted Stock Units	$	A	2575	Acquired		Common Stock (2575)	Direct
2014-06-01	Common Share Unit	$0	A	386.2	Acquired		Common Stock (386.2)	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 the day following (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 the director's fees deferred under the Plan and converted into units based on the fair 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, 2014 through June 1, 2014, the reporting person acquired 11.257 of common share units representing those dividends. The reporting person previously acquired 8.627 common share units representing dividends paid for the period of December 1, 2013 through March 1, 2014 and not 135.951 common share units as previously footnoted in Form 4 filed on March 4, 2014.