Item 8.01.  Other Events.

On November 16, 2009, the Registrant issued a press release announcing the selection of Joseph P. Lacher, Jr., as president of its Allstate Protection segment, effective as of November 30, 2009.  A copy of the press release is attached as Exhibit 99 to this report.

Section 9 — Financial Statements and Exhibits

2

Item 8.01.  Other Events.

On October 12, 2009, the Registrant issued a press release announcing the selection of Mark LaNeve as chief marketing officer.  A copy of the press release is attached as Exhibit 99 to this report.

Section 9 — Financial Statements and Exhibits

2

Item 8.01.  Other Events.

On October 6, 2009, the Registrant issued a press release announcing the selection of Matthew Winter as president and chief executive officer of its Allstate Financial segment.  A copy of the press release is attached as Exhibit 99 to this report.

Section 9 — Financial Statements and Exhibits

Item 8.01. Other Events.

On September 14, 2009, the Registrant’s Board of Directors adopted the resolutions regarding non-employee director compensation set forth in Exhibit 10.1 (“Resolutions”).  The Resolutions effect a change in the payment schedule for the cash retainer portion of compensation, including the committee chair cash retainer.  Effective June 1, 2010, the retainers will be paid on a quarterly basis over the course of a director’s term rather than in one payment near the beginning of the term.  The Resolutions did not increase any compensation amounts.

Section 9 – Financial Statements and Exhibits

Item 8.01.         Other Events.

Certain exhibits are filed herewith in connection with the Prospectus Supplement dated May 11, 2009 to the Prospectus dated May 8, 2009, filed as part of the Registration Statement on Form S-3 (Registration No. 333-159071) filed by The Allstate Corporation (the “Company”) with the Securities and Exchange Commission covering debt securities issuable under an Indenture for Senior Debt Securities, dated as of December 16, 1997, between the Company and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company) (the “Trustee”), as amended by the Third Supplemental Indenture, dated as of July 23, 1999 and the Sixth Supplemental Indenture, dated as of June 12, 2000 (the “Indenture”).

On May 11, 2009, the Company executed an Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., Barclays Capital Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein.  Pursuant to the Underwriting Agreement, the Company is issuing (i) $300 million aggregate principal amount of 6.200% Senior Notes, Series A due 2014 (the “Series A Notes”) under a Fourteenth Supplemental Indenture to the Indenture, dated as of May 13, 2009 (the “Fourteenth Supplemental Indenture”) and (ii) $700 million aggregate principal amount of 7.450% Senior Notes, Series B due 2019 (the “Series B Notes”) under a Fifteenth Supplemental Indenture to the Indenture, dated as of May 13, 2009 (the “Fifteenth Supplemental Indenture”).  The Underwriting Agreement, the Fourteenth Supplemental Indenture, the Fifteenth Supplemental Indenture and opinions of counsel are filed as exhibits hereto.  The form of the Series A Notes is included as Exhibit A to the Fourteenth Supplemental Indenture, and the form of the Series B Notes is included as Exhibit A to the Fifteenth Supplemental Indenture.

Section 9 — Financial Statements and Exhibits

Item 8.01. Other Events.

On September 13, 2008, the Registrant’s Compensation and Succession Committee approved the following to address Internal Revenue Code Section 409A and other non-material issues:

(1)   The amendment and restatement of agreements for outstanding awards of restricted stock units granted before September 13, 2008 under the 2001 Equity Incentive Plan to employees or former employees who have or will attain age 60 with at least one year of service before the relevant periods of restriction lapse, effective December 31, 2008, subject to the consent of the holders of such awards on or before December 31, 2008.  The form of such amended and restated award agreements is attached hereto as Exhibit 10.1.

(2)   The form of award agreement to be used for awards of restricted stock units made on or after September 13, 2008 under the 2001 Equity Incentive Plan.  The form of such award agreement is attached hereto as Exhibit 10.2.

(3)   The form of award agreement to be used for stock option awards made on or after September 13, 2008 under the 2001 Equity Incentive Plan.  The form of such award agreement is attached hereto as Exhibit 10.3.

On September 15, 2008, to address Internal Revenue Code Section 409A and other non-material issues, the Registrant’s Board of Directors approved the amendment and restatement of the following plans in the forms attached hereto as Exhibits 10.4 through 10.7:

(1)   Amended and Restated 2001 Equity Incentive Plan.

(2)   Equity Incentive Plan for Non-Employee Directors.

(3)   2006 Equity Compensation Plan for Non-Employee Directors.

(4)   Deferred Compensation Plan for Non-Employee Directors.

2

Item 8.01.  Other Events.

In February 2008, the Florida Office of Insurance Regulation (“OIR”) filed an administrative complaint against ten affiliated companies of the Registrant regarding their rate filing certification process and their response to subpoenas issued by the OIR in connection with the investigation of residential property insurance rate practices.  On Friday, August 15, 2008,  the OIR announced that these affiliates of the Registrant and the OIR had agreed upon the entry of  a consent order, which provides for in major part:  1) dismissal of the administrative complaint; 2) Allstate Insurance Company paying a $5 million penalty; 3) subject to any regulatory filings necessary to complete the transaction, Allstate Insurance Company making a permanent capital contribution of approximately $175 million to Allstate Floridian Insurance Company by canceling and forgiving an outstanding surplus note and any related interest; 4) Allstate Floridian Insurance Company and Allstate Floridian Indemnity Company writing a combined total of 100,000 new homeowners and renters or condo insurance policies over a period of three years in Florida (i.e., 50,000 of these policies shall be homeowners policies; the remaining 50,000 may be a combination of condominium unit owners policies or renters policies); 5) Allstate Floridian Insurance Company and Allstate Floridian Indemnity Company reducing their homeowners and renters territorial base rates by 5.6%; and 6) the continued cooperation of the Registrant’s ten affiliates with current OIR investigations regarding insurer relationships with various entities and claim-payment practices.

The resolution of this matter demonstrates the Registrant’s willingness to work with the OIR in order to resolve this matter.  The Registrant and its affiliates believe this agreement is in the best interests of their customers, agency owners, and stockholders.  The Registrant’s affiliates will continue to work with the state of Florida to find long-term solutions to significant issues facing Florida’s residential property insurance market.

2

Item 8.01.  Other Events.

On June 16, 2008, the Registrant issued a press release announcing a definitive agreement to acquire Partnership Marketing Group, a business unit of GE Money.  A copy of the press release is attached hereto as Exhibit 99.

Section 9 — Financial Statements and Exhibits

Item 8.01.  Other Events.

                On March 12, 2008, the Registrant was informed that James G. Andress, a director of the Registrant, passed away on March 11, 2008.  Mr. Andress had been a director since 1993 and was the Registrant’s longest tenured director.  He had served as a member and Chairman of the Registrant’s Audit Committee and also was a member of its Nominating and Governance Committee.

                “Jim Andress was a very special person,” said the Registrant’s Chairman Edward M. Liddy. “We are fortunate at Allstate to have had such a good friend and exemplary Board member for almost 15 years. We will miss his judgment, wit and wisdom.”

2

Item 8.01.  Other Events.

On June 27, the Registrant entered into an accelerated share repurchase agreement to purchase approximately $500 million of its outstanding common stock from Lehman Brothers OTC Derivatives Inc. (“Lehman OTC”).  The exact purchase price per share and number of shares to be delivered by Lehman OTC will be fixed in accordance with the agreement.  It is expected that Lehman OTC will purchase the shares that it delivers under the agreement in the market within the next four months.  The agreement will be settled at its conclusion with the Registrant either receiving or paying a settlement amount based on the volume weighted average price of the Registrant’s common stock during the period of Lehman OTC’s purchases.  The Registrant may elect to receive or pay any settlement amount in cash or shares of its common stock.

The agreement is part of the previously announced $4.0 billion repurchase program that the Registrant plans to complete by March 31, 2008.   All of the shares acquired by Registrant under the agreement will be placed into its treasury.

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:  June 27, 2007

2

Item 8.01.  Other Events

·                  Hurricane Katrina Claims in Mississippi

·                  The Registrant has received a subpoena from a U.S. Grand Jury sitting in the Southern District of Mississippi. The subpoena is part of an ongoing investigation into the insurance industry’s handling of Hurricane Katrina claims in Mississippi. The Registrant is working with the U.S. Attorney’s office regarding Registrant’s efforts to comply with the subpoena. The Registrant remains confident in its claim settlement practices following Hurricane Katrina and is committed to resolving all claims fairly and appropriately.

·                 Information Required in Registration Statement

In order to remove extraneous and outdated information and to clarify the description of its securities, the registrant amends its General Form for Registration of Securities Pursuant to Section 12(b) of the Securities Exchange Act of 1934 on Form 10 (the “Registration”) by amending and restating Item 11 to read as follows:

Item 8.01   Other Events.

On May 10, 2007, The Allstate Corporation, a Delaware corporation (the “Company”), completed a public offering of $500,000,000 aggregate principal amount of Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the “Series A Debentures”) and a concurrent public offering of $500,000,000 Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the “Series B Debentures” and, together with the Series A Debentures, the “Debentures”). The terms of the Series A Debentures are set forth in the Subordinated Indenture, dated as of November 25, 1996 (attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 9, 1996 (File Number 001-11840), and incorporated herein by reference) (the “Subordinated Indenture”), as amended by the Third Supplemental Indenture dated as of July 23, 1999 (attached as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 23, 1999 (File Number 001-11840), and incorporated herein by reference) (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of June 12, 2000 (attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 14, 2000 (File Number 001-11840), and incorporated herein by reference) (the “Fourth Supplemental Indenture”), and as further amended by the Fifth Supplemental Indenture, dated as of May 10, 2007 (attached hereto as Exhibit 4.1 and incorporated herein by reference), each between the Company and U.S. Bank National Association, as trustee (as successor in interest to State Street Bank and Trust Company). The terms of the Series B Debentures are set forth in the Subordinated Indenture, as amended by the Third Supplemental Indenture, the Fourth Supplemental Indenture, and as further amended by the Sixth Supplemental Indenture, dated as of May 10, 2007 (attached hereto as Exhibit 4.2 and incorporated herein by reference), each between the Company and U.S. Bank National Association, as trustee (as successor in interest to State Street Bank and Trust Company).

The Debentures were issued pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of May 3, 2007, among the Company, Goldman, Sachs & Co., and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”). Pursuant to the Underwriting Agreement (attached as Exhibit 1.1, to the Company’s Current Report on Form 8-K dated May 9, 2007 and incorporated herein by reference), and subject to the terms and conditions expressed therein, the Company agreed to sell the Debentures to the Underwriters, and the Underwriters agreed to purchase the Debentures for resale to the public.

On May 10, 2007, in connection with the completion of the offering of the Series A Debentures, the Company entered into a replacement capital covenant (the “Series A Replacement Capital Covenant”), attached hereto as Exhibit 4.3 and incorporated herein by reference, whereby the Company agreed for the benefit of holders of a series of the Company’s long-term indebtedness designated by the Company in accordance with the terms of the Series A Replacement Capital Covenant from time to time ranking senior to the Series A Debentures that the Series A Debentures will not be repaid, redeemed or purchased by the Company, on or before May 15, 2067, unless such repayment, redemption or purchase is made from the proceeds of the issuance of certain replacement capital securities and pursuant to the other terms and conditions set forth in the Series A Replacement Capital Covenant. Also on May 10, 2007, in connection with the completion of the offering of the Series B Debentures, the Company entered into a replacement capital covenant (the “Series B Replacement Capital Covenant”), attached hereto

as Exhibit 4.4 and incorporated herein by reference, whereby the Company agreed for the benefit of holders of a series of the Company’s long-term indebtedness designated by the Company in accordance with the terms of the Series B Replacement Capital Covenant from time to time ranking senior to the Series B Debentures that the Series B Debentures will not be repaid, redeemed or purchased by the Company, on or before May 15, 2047, unless such repayment, redemption or purchase is made from the proceeds of the issuance of certain replacement capital securities and pursuant to the other terms and conditions set forth in the Series B Replacement Capital Covenant. The Debentures were offered and sold by the Company pursuant to its registration statement on Form S-3 (File No. 333-124230).

On May 10, 2007, LeBoeuf, Lamb, Greene & MacRae LLP, special counsel to the Company, issued (i) an opinion and consent (attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the Series A Debentures and (ii) an opinion and consent (attached hereto as Exhibits 5.2 and 23.2, respectively, and incorporated herein by reference). Also on May 10, 2007, LeBoeuf, Lamb, Greene & MacRae LLP, as special tax counsel to the Company, issued an opinion and consent (attached hereto as Exhibits 8.1 and 23.3, respectively, and incorporated herein by reference) regarding certain U.S. Federal income tax matters in connection with the Series A Debentures and (ii) an opinion and consent (attached hereto as Exhibits 8.2 and 23.4, respectively, and incorporated herein by reference) regarding certain U.S. Federal income tax matters in connection with the Series B Debentures.

Item 8.01.              Other Events.

On May 3, 2007, the Registrant entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) (the “Underwriting Agreement”), relating to (1) $500,000,000 aggregate principal amount of Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the “Series A Debentures”) and (2) $500,000,000 aggregate principal amount of Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the “Series B Debentures” and, together with the Series A Debentures, the “Debentures”), each among the Registrant and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule II of the Underwriting Agreement (the “Underwriters”), pursuant to which the Underwriters agreed to purchase the Debentures from the Registrant.

The Debentures are being offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-134230 under the Securities Act of 1933, as amended) filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 18, 2006, and a

2

prospectus supplement dated May 3, 2007 (the “Prospectus Supplement”).  The terms of the Debentures are set forth in the Prospectus Supplement (previously filed on May 3, 2007 with the Commission pursuant to Rule 424(b)(5) under the Securities Act).

Item 8.01.  Other Events.

In 2006, as part of its investigation into Katrina-related claims, Congress authorized the Department of Homeland Security to investigate those insurers participating in the National Flood Insurance Program (“NFIP”).  The Registrant has cooperated with the Department of Homeland Security in connection with this investigation.  In connection with its investigation, the Department of Homeland Security has informed the Registrant that Allstate Insurance Company (“AIC”), a wholly owned subsidiary of the Registrant, will be served with a subpoena for documents with respect to homeowners’ claims arising from Katrina.

AIC sells and administers policies as a participant in the NFIP. Under the arrangement, the Federal Government is obligated to pay all claims.

2

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:  May 3, 2007

3