Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 11, 2009, the Registrant announced the election of Andrea Redmond to its Board of Directors effective January 1, 2010.  The Board has not yet determined Ms. Redmond’s committee assignments.  Ms. Redmond’s compensation will be consistent with the Registrant’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Registrant’s most recent proxy statement filed on April 1, 2009, file number 001-11840, under the heading “Director Compensation.”  In addition, the Registrant expects to enter into an indemnification agreement with Ms. Redmond in substantially the form filed as Exhibit 10.2 to its quarterly report on Form 10-Q for the quarter ended June 30, 2007. A copy of the press release announcing Ms. Redmond’s election is attached as Exhibit 99 to this report.  The Board took action to elect Ms. Redmond as a director on November 10, 2009.

Section 9 — Financial Statements and Exhibits

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2009, the Registrant issued a press release announcing the retirement of George E. Ruebenson, president of its Allstate Protection segment, effective as of December 31, 2009.  Mr. Ruebenson is a named executive officer of the Registrant.  A copy of the press release is attached as Exhibit 99 to this report.

Section 9 — Financial Statements and Exhibits

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2008, the Registrant announced that Judith P. Greffin has been promoted to lead Allstate Investments, the Registrant’s investment operation.  She will succeed Eric A. Simonson who will be retiring effective December 31, 2008.  Mr. Simonson is currently a named executive officer of the Registrant, as set forth in the Registrant’s Notice of 2008 Annual Meeting and Proxy Statement filed April 2, 2008.

A copy of the press release announcing this leadership transition is attached hereto as Exhibit 99.

Section 9 – Financial Statements and Exhibits

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2008, the Registrant’s Board of Directors elected Don Civgin as the Registrant’s Vice President and Chief Financial Officer, effective September 8, 2008.  He will also serve as Senior Vice President and Chief Financial Officer of Registrant’s Allstate Insurance Company subsidiary and other subsidiaries of Registrant.  A copy of the press release announcing Mr. Civgin’s selection is attached as Exhibit 99 to this report.

Mr. Civgin currently is Executive Vice President and Chief Financial Officer of OfficeMax, Incorporated and has served in this position since 2005.  From 2002 to 2005, he served as Senior Vice President and Chief Financial Officer of General Binding Corporation.

In connection with the selection of Mr. Civgin, the Registrant extended an offer letter, dated August 15, 2008, which was executed by Mr. Civgin on August 18, 2008 and is attached hereto as Exhibit 10.1.  The letter provides that Mr. Civgin’s annual salary will be $550,000; that he will receive one-time awards of $100,000 in cash, 6,300 restricted stock units, and an option to purchase 65,000 shares of the Registrant’s common stock; and that he is guaranteed an annual cash incentive award for 2008, payable in 2009, equal to 80% of his base salary, prorated from September 8, 2008.

Effective September 8, 2008, Samuel H. Pilch’s temporary position as the Registrant’s Acting Vice President and Chief Financial Officer will be terminated.   Mr. Pilch will continue in his role as Controller of the Registrant and Group Vice President and Controller of Allstate Insurance Company.

Section 9 — Financial Statements and Exhibits

Item 5.02(b).  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2008, the Registrant was informed that J. Christopher Reyes is resigning as a director effective August 1, 2008 due to personal business considerations and expanded commitments.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

                In order to comply with Internal Revenue Code section 409A, on April 15, 2008, the Registrant and Edward M. Liddy, Registrant’s Chairman, entered into an agreement memorializing and delaying the payment of a pension enhancement benefit that had been awarded in 2001 to Mr. Liddy.  The agreement also provides for the payment of interest on the deferred amount at the same rate as interest is paid for mandatory delayed payments under Allstate Insurance Company’s Supplemental Retirement Income Plan.  A copy of this agreement is attached hereto as Exhibit 10.1

                On April 15, 2008, the Registrant’s Board also approved the compensation and perquisites that will be provided to Mr. Liddy following his retirement on April 30, 2008.  A copy of the letter documenting the terms of this arrangement is attached hereto as Exhibit 10.2.

Section 9 — Financial Statements and Exhibits

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

                On February 4, 2008, James G. Andress, a director of the Registrant, declined to stand for re-election to the Board of Directors at the annual meeting in May 2008 due to health related reasons.

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

                On January 18, 2008, the Registrant was advised that James G. Andress is declining to stand for re-election to the Board of Directors at the annual meeting in May 2008 due to health related reasons.

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, the Registrant announced Casey J. Sylla’s intention to retire in a press release dated December 20, 2006.  As a follow up to that announcement, the Registrant reports that on March 16, 2007 Mr. Sylla signed his letter of resignation from his positions as a senior vice president and as a member of the Board of Directors of Allstate Insurance Company, a wholly owned subsidiary of the Registrant.  The resignation is effective March 31, 2007.  Mr. Sylla is currently a named executive officer of the Registrant, as set forth in the Registrant’s Notice of 2006 Annual Meeting and Proxy Statement filed March 27, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  March 21, 2007

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