ALLSTATE CORP — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2014-02-22

Reporting Person: Winter Matthew E (Pres Allstate Personal Lines)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-22	Common Stock	M	5850	—	Acquired	36388	Direct
2014-02-22	Common Stock	M	6065	—	Acquired	42453	Direct
2014-02-24	Common Stock	M	14474	$31.41	Acquired	56927	Direct
2014-02-24	Common Stock	S	14474	$53.884	Disposed	42453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-22	Restricted Stock Units	$	M	5850	Disposed	2014-02-22	Common Stock (5850)	Direct
2014-02-22	Restricted Stock Units	$	M	6065	Disposed		Common Stock (6065)	Direct
2014-02-24	Employee Stock Option (Right to Buy)	$31.41	M	14474	Disposed	2020-02-22	Common Stock (14474)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	892	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.

F2: 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. The remaining restricted stock units will convert on February 22, 2015.

F3: Reflects weighted average sale price for open-market sales transaction reported herein. Actual sale prices ranged from $53.41 to $54.29. The reporting person provided the issuer, and will provide any security holder of The Allstate Corporation or member of the SEC staff, full information regarding the number of shares sold at each separate price upon request.

F4: Reflects acquisition of 131 shares of The Allstate Corporation common stock since November 30, 2013 under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated February 18, 2014.

F5: Stock option award granted to reporting person on February 22, 2010. The remaining increment vested on February 22, 2014.