Summary of ALLSTATE CORP - Yahoo! Finance

Change in Directors or Principal Officers, Regulation FD Disclosure, Financial St

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

(e)

At the annual meeting of stockholders on May 19, 2009, the Registrant's stockholders approved (1) the material terms of the Annual Executive Incentive Plan (the "Annual Plan") and (2) the 2009 Equity Incentive Plan (the "Equity Plan").

The Annual Plan was approved by the Registrant's Board of Directors, subject to approval of the material terms by stockholders, on February 24, 2009. The Annual Plan replaces the Registrant's current Annual Covered Employee Incentive Compensation Plan and Annual Executive Incentive Compensation Plan and permits certain incentive compensation 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 Equity Plan was approved by the Registrant's Board of Directors, subject to approval of its stockholders, on March 10, 2009. The Equity Plan increases the number of shares of the Registrant's common stock authorized for issuance under the plan by 21,380,000 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.

Information regarding the terms of the Annual Plan and the Equity Plan can be found in the Registrant's definitive proxy statement (the "Proxy Statement") for the 2009 annual meeting of stockholders filed with the Securities and Exchange Commission on April 1, 2009 under the captions "Items to be Voted On - Item 3 Approval of the Material Terms of the Annual Executive Incentive Plan" and "Items to be Voted On - Item 4 Approval of 2009 Equity Incentive Plan" and is incorporated by reference herein.

The form of stock option award agreement under the Equity Plan, attached as Exhibit 10.3, was approved by the Compensation and Succession Committee of the Registrant's Board of Directors, subject to stockholder approval of the Equity Plan, on April 14, 2009.

Item 7.01 Regulation FD Disclosure

On May 19, 2009, the registrant issued a press release announcing (1) a quarterly dividend and (2) that it completed its review of the U.S. Treasury's Capital Purchase Program and, given its strong capital and liquidity positions, its decision to not participate. A copy of the press release is furnished as Exhibit 99 to this report.

Item 9.01. Financial Statements and Exhibits.

   (d)     Exhibits

           Exhibit No.                           Description

           10.1          The Allstate Corporation Annual Executive Incentive Plan,
                         incorporated herein by reference to Appendix B of The
                         Allstate Corporation's Proxy Statement filed April 1, 2009.
                         (File No. 1-11840).

           10.2          The Allstate Corporation 2009 Equity Incentive Plan,
                         incorporated herein by reference to Appendix C of The
                         Allstate Corporation's Proxy Statement filed April 1, 2009.
                         (File No. 1-11840).

           10.3          Form of Option Award Agreement for awards granted on or
                         after May 19, 2009 under The Allstate Corporation 2009
                         Equity Incentive Plan.

           99            Registrant's press release issued May 19, 2009.