Sec Form 4 Filing - MCCABE MICHAEL J @ ALLSTATE CORP - 2007-04-20

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCCABE MICHAEL J
2. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
V.P. and General Counsel
(Last) (First) (Middle)
C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2007
(Street)
NORTHBROOK, IL60062-6127
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/20/2007 M 11,250 A $ 31.78 56,447.741 ( 1 ) D
Common Stock 04/20/2007 F( 2 ) 2,181 D $ 62.49 54,266.741 ( 1 ) D
Common Stock 04/20/2007 F( 3 ) 5,721 D $ 62.49 48,545.741 ( 1 ) D
Common Stock 04/23/2007 S 3,348 D $ 62.3403 45,197.741 ( 1 ) D
Common Stock 2,844.4623 ( 4 ) I by 401(k) Plan
Common Stock 500 I by Son
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD /YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 31.78 04/20/2007 M 11,250 02/07/2007 02/07/2013 Common Stock 11,250 $ 0 0 D
Employee Stock Option (right to buy) $ 62.49 04/20/2007 A 5,721 ( 5 ) ( 6 ) Common Stock 5,721 $ 0 5,721 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCABE MICHAEL J
C/O THE ALLSTATE CORPORATION
2775 SANDERS ROAD
NORTHBROOK, IL60062-6127
V.P. and General Counsel
Signatures
MICHAEL J MC CABE 04/24/2007
Signature of Reporting Person Date
Explanation of Responses:
( 2 )Delivery of shares to issuer to pay minimum tax withholding liability incurred in connection with the exercise.
( 3 )Delivery of already-owned stock to issuer in payment of option exercise price.
( 4 )Reflects acquisition of 17.2096 shares of The Allstate Corporation common stock since February 14, 2007 under The Shavings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated April 20, 2007.
( 5 )The option vests in four increments, 1,430 shares on April 20, 2008, 1,430 shares on April 20, 2009, 1,430 shares on April 20, 2010 and 1,431 shares on April 20, 2011.
( 6 )Option expiration date is February 7, 2013.
( 1 )Form reflects .005 shares acquired during period of January 9, 2007 through April 5, 2007 through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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