Allstate (ALL)

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

On September 9, 2006, the Board elected Robert D. Beyer to the Registrant’s Board of Directors.  The Board has not yet determined Mr. Beyer’s committee assignments.  A copy of the press release announcing Mr. Beyer’s election is attached as Exhibit 99 to this report.

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Section 9 — Financial Statements and Exhibits

(c)                                  On May 17, 2005, Mr. Wilson was elected President and Chief Operating Officer of the registrant, effective as of June 1, 2005.

Mr. Wilson has served the registrant and its subsidiaries in a variety of executive capacities since 1995.  He is currently and will remain President of Allstate Protection.  He was Chairman and President of Allstate Financial from 1999 to 2002.

With or without cause, he may be removed as President and Chief Operating Officer at any time by the registrant’s Board of Directors.   There are no arrangements or understandings between him and any other person pursuant to which he was selected as an officer of the registrant.  He is not related to any other director or executive officer of the registrant and has no relationships or transactions with the registrant outside the context of his employment.

The material changes to Mr. Wilson’s compensation in connection with his election as President and Chief Operating Officer are incorporated in this Item 5.02 by reference to Item 1.01 of this report.

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