Sec Form 4 Filing - Richardson Joseph J @ ALLSTATE CORP - 2010-02-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Richardson Joseph 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 _____ Officer (give title below) X __ Other (specify below) SVP - Protection Distribution (Last) (First) (Middle) C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2010 (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 02/22/2010 M 2,451 A $ 0 ( 1 ) 3,615 D Common Stock 02/22/2010 F 776 D $ 31.22 2,839 D Common Stock 02/22/2010 M 600 A $ 0 ( 1 ) 3,439 D Common Stock 02/22/2010 F 214 D $ 31.22 3,225 D Common Stock 507.8117 ( 2 ) I By 401(k) Plan

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 Restricted Stock Units ( 1 ) 02/22/2010 M 2,451 02/21/2010 02/21/2010 Common Stock 2,451 ( 1 ) 0 D Restricted Stock Units ( 1 ) 02/22/2010 M 600 02/21/2010 02/21/2010 Common Stock 600 ( 1 ) 0 D Restricted Stock Units ( 3 ) 02/22/2010 A 12,237 ( 3 ) ( 3 ) Common Stock 12,237 $ 0 12,237 D Employee Stock Option (Right to Buy) $ 31.41 02/22/2010 A 72,101 ( 4 ) 02/22/2020 Common Stock 72,101 $ 0 72,101 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Richardson Joseph J C/O THE ALLSTATE CORPORATION 2775 SANDERS ROAD NORTHBROOK, IL60062-6127 SVP - Protection Distribution Signatures /s/ Joseph J. Richardson 02/24/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion of previously awarded grant of restricted stock units (RSUs) representing the right to receive one share of Allstate common stock, without the payment of any consideration, pursuant to The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan. ( 2 )Reflects acquisition of 177.3599 shares of The Allstate Corporation common stock under The Savings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated February 17, 2009. ( 3 )Award of Restricted Stock Units (RSUs) granted under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). The period of restriction shall begin on February 22, 2010, and 50% of the total number of RSUs will convert on February 22, 2012, 25% will convert on February 22, 2013, and the remaining 25% will convert on February 22, 2014. ( 4 )Option exercisable in three increments with 50% vesting on February 22, 2012, 25% vesting on February 22, 2013, and the remaining 25% vesting on February 22, 2014.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.