Item 1.01.  Entry into a Material Definitive Agreement.

On May 22, 2008, the Registrant, Allstate Insurance Company and Allstate Life Insurance Company, as borrowers, entered into Amendment No. 1 to Credit Agreement with the lenders party thereto; Wachovia Bank, National Association, as Syndication Agent; Bank of America, N.A. and Citibank, N.A., as Documentation Agents; Lehman Brothers Bank, FSB, Merrill Lynch Bank USA, Morgan Stanley Bank and William Street Commitment Corporation, as Co-Agents; and JPMorgan Chase Bank, N.A., as Administrative Agent.  The underlying agreement has an initial term of five years expiring on May 8, 2012, with two one-year extensions that could be exercised by the Registrant in the first and second year of the facility.  Pursuant to this amendment, the agreement now provides for two one-year extensions exercisable by the Registrant at the end of any of the remaining four years of the initial term of the Credit Agreement.

Allstate Life Insurance Company is a wholly owned subsidiary of Allstate Insurance Company, which is a wholly owned subsidiary of the Registrant.

Section 9 – Financial Statements and Exhibits

2

Item 1.01.              Entry into a Material Definitive Agreement.

On July 18, 2006, the Registrant’s Compensation and Succession Committee of the Board of Directors approved a form of nonqualified Option Award Agreement (“Agreement”) under The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan.  The form of the Agreement is filed hereto as Exhibit 10.1 to this report.

Section 9 — Financial Statements and Exhibits

Item 1.01.   Entry into a Material Definitive Agreement.

Amended and Restated 2001 Equity Incentive Plan
2006 Equity Compensation Plan for Non-Employee Directors

At the 2006 Annual Meeting of Stockholders held on May 16, 2006, the Registrant’s stockholders approved the Amended and Restated 2001 Equity Incentive Plan (“2001 Plan”) and the 2006 Equity Compensation Plan for Non-Employee Directors (“2006 Plan”). Both plans were approved by the Registrant’s Board of Directors, subject to approval of its stockholders, on March 14, 2006.

The 2001 Plan increases the number of shares of the Registrant’s common stock authorized for issuance under the plan by 12,000,000 shares and permits certain awards that may be granted under the plan to qualify as “performance based compensation” as defined under regulations interpreting Section 162(m) of the Internal Revenue Code of 1986, as amended. The 2006 Plan replaces the Registrant’s current Equity Incentive Plan for Non-Employee Directors and authorizes 600,000 shares of the Registrant’s common stock to be reserved for issuance and sale pursuant to the plan.

Information regarding the terms of the 2001 Plan and the 2006 Plan can be found in the Registrant’s definitive proxy statement (the “Proxy Statement”) for the 2006 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 27, 2006 under the captions “Items to be Voted On — Item 3 Approval of The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan” and “Items to be Voted On — Item 4 Approval of The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors” and is incorporated by reference herein.

As previously disclosed in the Proxy Statement, subject to approval of the 2006 Plan by stockholders, the Registrant’s Board of Directors (the “Board”) determined that each non-employee director serving on the Board on June 1, 2006 shall be granted under the 2006 Plan (1) on June 1, 2006 a stock option award to purchase 4,000 shares of common stock vesting in three equal annual installments beginning on June 1, 2007 and with an expiration date of June 1, 2016 and (2) on December 1, 2006, an award of 2,000 restricted stock units.

2

Section 9 — Financial Statements and Exhibits

Item 1.01.              Entry into a Material Definitive Agreement

On August 30, 2005, Allstate Insurance Company (“AIC”), a direct wholly owned subsidiary of The Allstate Corporation (the “Company”), entered into a Class Action Settlement Agreement (the “Agreement”) providing for the settlement of a certified class action lawsuit entitled William Sekly, et. al., v. Allstate Insurance Company, pending in the Superior Court of California, County of Los Angeles (the “Court”).  Previously disclosed in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q, this litigation challenged the overtime exemption claimed by AIC under California wage and hour laws.  The Company continues to deny any liability or wrongdoing with respect to the claims raised in the lawsuit.

Under the Agreement, AIC is obligated to pay no more than $120 million.  This payment is “all inclusive,” including, but not limited to, unpaid overtime pay, pay for meal and rest break violations, any and all associated penalties, interest, employer tax contributions, costs, attorneys’ fees, class administration costs, referee costs, and incentive payments to the named plaintiffs.  The settlement proceeds are to be paid to class members, in exchange for a release, as described in the Agreement.  The class is comprised of all persons who, between November 27, 1996 and December 31, 2004, were employed by AIC in California as claims adjusters or in similar positions as described in the Agreement.  In the second quarter of 2005, as previously disclosed, the Company established a $120 million reserve for the potential settlement of this matter.

The Agreement is contingent upon various conditions, including, but not limited to, preliminary approval by the Court and final approval by the Court after notice to the class and a hearing.  There can be no assurance that the Agreement will be approved by the Court nor upheld if challenged on appeal.

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Item 1.01.    Entry into a Material Definitive Agreement.

(a)                                  On July 26, 2005, the Compensation and Succession Committee of the Board of Directors of the registrant approved the annual cash incentive award opportunity for Thomas J. Wilson for the portion of 2005 during which he is serving in his new position as President and Chief Operating Officer:

(i)                                     50% based on the two equally-weighted performance goals that apply to executive officers in corporate functions:  an adjusted operating income per diluted share measure and combined business unit results; and

(ii)                                  50% based on the five performance goals that apply to Allstate Protection executive officers:  50% based on a matrix that measures the results of premium growth, policy growth and combined ratio; 15% based on a matrix measuring sales of Allstate Financial products by Allstate exclusive agencies; 10% based on expense ratio reduction; 15% based on a measure of customer loyalty that is a relative ranking compared to a peer group of companies; and 10% based on the corporate adjusted operating income per diluted share measure

The award will be paid under the registrant’s Annual Covered Employee Incentive Compensation Plan, which governs awards to those executive officers who are considered “covered employees” as defined in Section 162(m)(3) of the Internal Revenue Code, or under the registrant’s Annual Executive Incentive Compensation Plan, which governs awards to all other executive officers.

2

Item 1.01.        Entry into a Material Definitive Agreement.

(a)                                  On May 17, 2005, Thomas J. Wilson was elected President and Chief Operating Officer of the registrant, effective as of June 1, 2005.  A copy of the press release announcing the election is furnished as Exhibit 99 to this report.

In connection with his election as President and Chief Operating Officer, as of June 1, 2005, Mr. Wilson’s annual base salary will be increased to $800,000.  Mr. Wilson will continue to participate in the registrant’s employee equity incentive plan and annual and long-term cash incentive plans as described in the exhibits to the registrant’s annual report on Form 10-K for 2004.  The terms of his change of control agreement have not changed.

Section 5 – Corporate Governance and Management