SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 23, 1999
THE ALLSTATE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11840 36-3871531
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2775 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 402-5000
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Exhibit Index at page 4
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Item 5. OTHER EVENTS
Certain exhibits are filed herewith in connection with the Prospectus Supplement
dated November 12, 1999 to the Prospectus dated August 25, 1998, filed as part
of the Registration Statement on Form S-3 (Registration No. 333-61817; declared
effective on August 25, 1998) filed by The Allstate Corporation (the "Company")
with the Securities and Exchange Commission covering Debt Securities issuable
under an Indenture relating to Senior Debt Securities, dated as of December 16,
1997, between the Company and State Street Bank & Trust Company (the "Senior
Indenture"), as amended by the Third Supplemental Indenture dated as of July 23,
1999 (the "Senior Third Supplemental Indenture").
On November 12, 1999, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Goldman, Sachs & Co. and certain other
underwriters named therein. Pursuant to the Underwriting Agreement, the Company
has issued $750,000,000 principal amount of 7.20% Senior Notes
due December 1, 2009 (the "Securities") under the Fourth Supplemental Indenture,
dated as of November 17, 1999 (the "Senior Fourth Supplemental Indenture"). The
Underwriting Agreement, the Senior Third Supplemental Indenture, and the Senior
Fourth Supplemental Indenture with respect to the Securities are filed as
exhibits hereto. The form of the Securities is included as Exhibit A to the
Senior Fourth Supplemental Indenture.
In addition, the Third Supplemental Indenture, dated as of July 23, 1999, to the
Indenture relating to Subordinated Debt Securities, dated as of November 25,
1996, between the Company and State Street Bank & Trust Company is filed as an
exhibit hereto (the "Subordinated Third Supplemental Indenture").
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
1 Underwriting Agreement, dated as of November 12, 1999, between the
Company and Goldman, Sachs & Co. and certain other underwriters.
4.1 Senior Third Supplemental Indenture, dated as of July 23, 1999,
between the Company and the Trustee.
4.2 Senior Fourth Supplemental Indenture, dated as of November 17, 1999,
between the Company and the Trustee, including the form of the
Securities as Exhibit A.
4.3 Subordinated Third Supplemental Indenture, dated as of July 23, 1999,
between the Company and the Trustee.
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SIGNATURES
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, thereunto duly authorized.
THE ALLSTATE CORPORATION
By s\ Emma M. Kalaidjian
Name: Emma M. Kalaidjian
Title: Assistant Secretary
November 19, 1999
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Index to Exhibits
SEQUENTIAL
PAGE
NUMBER DESCRIPTION NUMBER
1 Underwriting Agreement, dated as of 5
November 12, 1999, between the Company
and Goldman, Sachs & Co. and certain
other underwriters
4.1 Senior Third Supplemental Indenture, 30
dated as of July 23, 1999, between the
Company and the Trustee
4.2 Senior Fourth Supplemental Indenture, 35
dated as of November 17, 1999, between
the Company and the Trustee, including
the form of the Securities as Exhibit A
4.3 Subordinated Third Supplemental Indenture, 51
dated as of July 23, 1999, between the
Company and the Trustee
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Exhibit No. 1
THE ALLSTATE CORPORATION
$750,000,000
$750,000,000 7.20% Senior Notes due 2009
UNDERWRITING AGREEMENT
November 12, 1999
Goldman, Sachs & Co.
ABN AMRO Incorporated
A.G. Edwards & Sons, Inc.
Credit Suisse First Boston Corporation
Morgan Stanley & Co., Incorporated
Salomon Smith Barney Inc.
Warburg Dillon Read LLC
As Representatives of the Several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
The Allstate Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell to the several Underwriters named in Schedule I hereto (the
"Underwriters"), for whom Goldman, Sachs & Co., ABN AMRO Incorporated, A.G.
Edwards & Sons, Inc., Credit Suisse First Boston Corporation, Morgan Stanley &
Co., Incorporated, Salomon Smith Barney Inc. and Warburg Dillon Read LLC are
acting as Representatives (the "Representatives"), $750,000,000 principal amount
of its 7.20% Senior Notes due 2009 (the "Securities") registered under the
Registration Statement referred to in Section 2(a) to be issued pursuant to the
provisions of an Indenture dated as of December 16, 1997, as amended by the
Third Supplemental Indenture dated as of July 23, 1999, and as supplemented by
the Fourth Supplemental Indenture dated as of November 17, 1999 (as so amended
and supplemented, the "Indenture") between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee").
1. Representations and Warranties. The Company represents and warrants to,
and agrees with, each of the Underwriters that:
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(a) The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-61817) under the
Securities Act of 1933, as amended (the "Act"), which has become effective, for
the registration under the Act of the Securities. The Company proposes to file
with the Commission pursuant to Rule 424 under the Act a supplement or
supplements to the form of prospectus included in such registration statement
relating to the Securities and the plan of distribution thereof. Such
registration statement, including the exhibits thereto, as amended at the date
of this Agreement, is hereinafter called the "Registration Statement"; such
prospectus in the form in which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such supplemented form of
prospectus, in the form in which it shall be filed with the Commission pursuant
to Rule 424 (including the Basic Prospectus as so supplemented) is hereinafter
called the "Final Prospectus." Any preliminary form of the Final Prospectus
which has heretofore been filed pursuant to Rule 424 is hereinafter called the
"Preliminary Final Prospectus." Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of
this Agreement, or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and any reference herein
to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated therein by
reference;
(b) As of the date hereof, when the Final Prospectus is first filed or
transmitted for filing pursuant to Rule 424 under the Act, when, prior to the
Closing Date (as hereinafter defined), any amendment to the Registration
Statement becomes effective (including the filing of any document incorporated
by reference in the Registration Statement), when any supplement to the Final
Prospectus is filed with the Commission and at the Closing Date, (i) the
Registration Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, and, the Indenture
will comply in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of such time, will contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustees (the "Form T-1") or (ii) the information
contained in or omitted from the Registration Statement or the Final Prospectus
or any amendment thereof or
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supplement thereto in reliance upon and in conformity with information relating
to such Underwriter or the underwriting arrangements furnished in writing to the
Company by any Underwriter specifically for use in the Registration Statement
and the Final Prospectus.
(c) Each document incorporated by reference in the Registration Statement
and the Final Prospectus will comply in all material respects, as amended at the
time the Registration Statement becomes effective, with the Exchange Act.
(d) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Final Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(e) Each subsidiary of the Company listed in Schedule III hereto (each, a
"Principal Subsidiary") has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Final Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(f) This Agreement has been duly authorized, executed and delivered by
the Company.
(g) The Indenture has been duly qualified under the Trust Indenture Act and
has been duly authorized, executed and delivered by the Company and is a valid
and binding agreement of the Company, enforceable in accordance with its terms
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.
(h) The Securities have been duly authorized and, when the Securities are
issued and delivered pursuant to this Agreement with respect to such Securities,
such Securities will have been duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture.
(i) The issuance and sale of the Securities and compliance by the Company
with all of the provisions of the Securities, the Indenture and this Agreement
will not conflict with or result in a breach or violation of any of
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the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument for
borrowed money to which the Company or any Principal Subsidiary is a party or by
which the Company or any of its Principal Subsidiaries is bound or to which any
of the property or assets of the Company or any of its Principal Subsidiaries is
subject, nor will such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws of the Company or any of its Principal
Subsidiaries or any statute or any order, rule or regulation of any court or
insurance regulatory authority or other governmental agency or body having
jurisdiction over the Company or any of its Principal Subsidiaries or any of
their properties, in each case other than such breaches, conflicts, violations
or defaults which, individually or in the aggregate, would not have a material
adverse effect on the Company and its subsidiaries considered as a whole, and no
authorization, approval, order, consent, registration or qualification of or
with any such court or insurance regulatory authority or other governmental
agency or body is required for the issue or sale of the Securities, except (i)
the registration under the Act of the Securities; and (ii) such authorizations,
approvals, orders, consents, registrations or qualifications as may be required
under the Trust Indenture Act or state or foreign securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Underwriters, in each case other than such authorizations, approvals, orders,
consents, registrations or qualifications which (individually or in the
aggregate) the failure to make, obtain or comply with would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole.
(j) Except as described in or contemplated by the Registration Statement
and the Final Prospectus, there has not been any material adverse change in, or
any adverse development which materially affects, the business, properties,
financial condition or results of operations of the Company and its subsidiaries
taken as a whole from the dates as of which information is given in the
Registration Statement and the Final Prospectus; and, since the respective dates
as of which information is given in the Registration Statement and the Final
Prospectus, there has not been any material increase in the consolidated capital
stock (other than issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and upon conversions
of convertible securities, in each case which were outstanding on the date of
the latest balance sheet incorporated by reference in the Final Prospectus) or
any material increase in the consolidated long-term debt of the Company and its
subsidiaries or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Final Prospectus.
(k) The Company is not an "investment company" or an entity "controlled" by
an "investment company," as such terms are defined in the Investment Company Act
of 1940, as amended.
(l) The Company has reviewed its operations and that of each Principal
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Subsidiary to evaluate the extent to which the business or operations of the
Company or each Principal Subsidiary will be affected by the Year 2000 Problem
(that is, any significant risk that computer hardware or software applications
used by the Company and each Principal Subsidiary will not, in the case of dates
or time periods occurring after December 31, 1999, function at least as
effectively as in the case of dates or time periods occurring prior to January
1, 2000); as a result of such review, the Company has no reason to believe, and
does not believe, that there are any issues related to the Company's
preparedness to address the Year 2000 Problem that are of a character required
to be described or referred to in the Registration Statement or Final Prospectus
which have not been accurately described or referred to in the Registration
Statement or Final Prospectus.
2. Terms of Sale. The Company hereby agrees to sell to the several
Underwriters, and the Underwriters, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agree, severally and not jointly, to purchase from the Company the respective
principal amounts of the Securities set forth in Schedule I hereto opposite
their names at 99.769% of their principal amount -- the respective purchase
prices -- plus accrued interest, if any, from November 17, 1999 to the date of
payment and delivery.
3. Payment and Delivery of the Securities. Payment for the Securities shall
be made by wire transfer payable to the order of the Company in immediately
available funds at the office of Goldman, Sachs & Co., 85 Broad Street, New
York, New York, at 10:00 A.M., local time, on November 17, 1999, or at such
other time on the same or such other date, not later than November 17, 1999, as
shall be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "Time of Delivery" for such Securities.
Payment for the Securities shall be made against delivery to you or a
depositary on your behalf for the respective accounts of the several
Underwriters of the Securities registered in such names and in such
denominations as you shall request in writing not later than two full business
days prior to the date of delivery, with any transfer taxes payable in
connection with the transfer of the Securities to the Underwriters duly paid.
4. Company Covenants. The Company agrees with each of the Underwriters of
the Securities:
(a) (i) To prepare the Final Prospectus as amended and supplemented in
relation to the Securities in a form approved by the Representatives and to
timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to
make no further amendment or any supplement to the Registration Statement or
Final Prospectus as amended or supplemented after the date hereof and prior to
the Time of Delivery for the Securities unless the Representatives shall have
had a reasonable opportunity to review and comment upon any such amendment or
supplement prior to any filing thereof; (iii) to advise the Representatives
promptly of any such amendment or supplement after such Time of Delivery and
furnish the Representatives with copies thereof; (iv) to file
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promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of the Securities, and during
such same period to advise the Representatives, promptly after it receives
notice thereof, of (I) the time when any amendment to any Registration Statement
has been filed or becomes effective or any supplement to the Final Prospectus or
any amended Final Prospectus has been filed with the Commission, (II) the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of the Final Prospectus, (III) the suspension of the
qualification of the Securities for offering or sale in any jurisdiction or of
the initiation or threatening of any proceeding for any such purpose, or (IV)
any request by the Commission for the amending or supplementing of any
Registration Statement or the Final Prospectus or for additional information;
and, in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of the Final Prospectus or suspending any such
qualification, to use promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify the Securities for offering and sale under the
securities and insurance securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Securities, provided that
in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;
(c) To furnish the Underwriters with copies of the Final Prospectus as
amended or supplemented in such quantities as the Representatives may from time
to time reasonably request, and, if the delivery of a prospectus is required at
any time in connection with the offering or sale of the Securities, and if at
such time any event shall have occurred as a result of which the Final
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made
when such Final Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such period to amend or supplement the Final
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Final Prospectus in order to comply with the Act, the Exchange
Act or the Trust Indenture Act, to notify the Representatives and upon their
request to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to time
reasonably request of an amended Final Prospectus or a supplement to the Final
Prospectus or a document incorporated by reference in the Final Prospectus which
will correct such statement or omission or effect such compliance;
(d) To make generally available to its securityholders as soon as practicable,
but in any event not later than eighteen months after the
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effective date of the Registration Statement, an earnings statement of the
Company and its subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations thereunder; and
(e) During the period beginning from the date hereof and continuing to and
including the latter of (i) the termination of trading restrictions for the
Securities, as notified to the Company by the Representatives or their counsel
and (ii) the Time of Delivery for the Securities, not to offer, sell, contract
to sell or otherwise dispose of any securities of the Company which are
substantially similar to the Securities, without the prior written consent of
the Representatives, which consent shall not be unreasonably withheld.
5. Fees and Expenses. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and
the Final Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing this Agreement, the Indenture, any Blue Sky Survey and any
Legal Investment Memoranda in connection with the offering, purchase, sale and
delivery of the Securities; (iii) all reasonable expenses in connection with the
qualification of the Securities for offering and sale under state securities and
insurance securities laws as provided in Section 4(b) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the Blue Sky and Legal Investment
surveys; (iv) the filing fees incident to securing any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (v) any fees charged by securities rating services for rating the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee, Paying Agent or Transfer Agent and the fees and
disbursements of counsel for any such Trustee, Paying Agent or Transfer Agent in
connection with the Indenture and the Securities; and (viii) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided in this Section. It is understood, however,
that, except as provided in this Section, Section 7, Section 8 and Section 10
hereof, the Underwriters will pay all of their own costs and expenses, including
the fees of their counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they may make.
6. Conditions to Underwriters' Obligations. The obligations of the
Underwriters of the Securities shall be subject to the condition that all
representations and warranties of the Company herein are, at and as of the Time
of Delivery for the Securities, true and correct, the condition that the Company
shall have performed all of its obligations hereunder to be performed at or
before such Time of Delivery, and the following additional conditions:
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(a) The Final Prospectus as amended or supplemented in relation to the
Securities shall have been filed with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof; no stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction;
(b) Kirkland & Ellis, counsel for the Company, shall have furnished to you
their written opinion, dated the Time of Delivery for the Securities, in form
and substance reasonably satisfactory to you, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its business as
described in the Final Prospectus as amended and supplemented;
(ii) This Agreement has been duly authorized, executed and delivered by the
Company;
(iii) The Securities have been duly authorized, and (assuming their due
authentication by the Trustee) have been duly executed, issued and delivered and
constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture and the Securities and the Indenture conform
in all material respects to the descriptions thereof in the Final Prospectus as
amended or supplemented;
(iv) The Indenture has been duly qualified under the Trust Indenture Act
and has been duly authorized, executed and delivered by the Company, and
constitutes a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles;
(v) The Registration Statement and the Final Prospectus as amended or
supplemented and any further amendments thereto made by the Company prior to
such Time of Delivery for the Securities (in each case other than with respect
to the financial statements, financial and accounting data and related schedules
incorporated by reference or included therein or excluded therefrom, or the
exhibits to the Registration Statement including the Form T-1, as to which such
counsel need express no opinion or belief), appear on their face to be
appropriately responsive in all material respects to the requirements of the Act
and the Trust Indenture Act and the applicable rules and regulations of the
Commission thereunder; provided that, such counsel shall not be deemed to be
passing upon and shall not be required to assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement and Final Prospectus;
(vi) As such counsel, such counsel reviewed the Registration
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Statement and Final Prospectus as amended or supplemented, participated in
discussions with representatives of the Underwriters and of the Company and its
accountants at which contents of the Registration Statement and Final Prospectus
as amended or supplemented and related matters were discussed; on the basis of
the information that such counsel gained in the course of the performance of
their services referred to above, although such counsel shall not be deemed to
be passing upon and shall not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Final Prospectuses and not be required to have made an
independent check or verification thereof (except as described in paragraph (ii)
hereof), on the basis of the foregoing, no facts have come to the attention of
such counsel in the course of such review which have led such counsel to believe
that, as of its effective date, the Registration Statement or any further
amendment thereto made by the Company prior to the Time of Delivery (other than
the financial statements and the financial and accounting data and related
schedules incorporated by reference or included therein or excluded therefrom,
or the exhibits to the Registration Statement including the Form T-1, as to
which such counsel need express no opinion) contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that, as of its
date or the Time of Delivery, the Final Prospectus as amended or supplemented or
any further amendment or supplement thereto made by the Company prior to the
Time of Delivery (other than the financial statements and financial and
accounting data and related schedules incorporated by reference or included
therein or excluded therefrom, or the exhibits to the Registration Statement
including the Form T-1, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made not misleading; and
(vii) The Company is not an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the Investment Company
Act of 1940, as amended.
(c) Michael J. McCabe, Vice President, Secretary and General Counsel of the
Company, shall have furnished to you his written opinion, dated the Time of
Delivery, in form and substance reasonably satisfactory to you, to the effect
that:
(i) Each of Allstate Insurance Company ("AIC") and Allstate Life Insurance
Company ("ALIC") has been duly incorporated and is validly existing as an
insurance corporation under the laws of the State of Illinois, with corporate
power and authority to own its properties and conduct its business as described
in the Final Prospectus as amended or supplemented;
(ii) All of the issued shares of capital stock of each Principal Subsidiary
have been duly and validly authorized and issued, are fully paid and
nonassessable, and are owned of record directly or indirectly by the Company,
AIC or ALIC, as the case may be (such counsel being entitled to rely in respect
of the opinion in this clause (ii) upon opinions of local or
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in-house counsel and in respect of matters of fact upon certificates of officers
of the Company or its subsidiaries, provided that such counsel shall state that
he believes that both you and he are justified in relying upon such opinions and
certificates);
(iii) Each Principal Subsidiary is duly licensed or authorized as an
insurer or reinsurer in each other jurisdiction where it is required to be so
licensed, except where the failure to be so licensed or authorized in any such
jurisdiction does not have a material adverse effect on the financial condition,
business or properties of the Company and its subsidiaries considered as a
whole; the Company and each Principal Subsidiary have made all required filings
under applicable insurance holding company statutes, and each is duly licensed
or authorized as an insurance holding company in each jurisdiction where it is
required to be so licensed, except where the failure to have made such filings
or to be so licensed or authorized in any such jurisdiction does not have a
material adverse effect on the financial condition, business or properties of
the Company and its subsidiaries considered as a whole; the Company and each
Principal Subsidiary have all necessary authorizations, approvals, orders,
consents, registrations or qualifications of and from all insurance regulatory
authorities to conduct their respective businesses as described in the Final
Prospectus as amended or supplemented, except where the failure to have such
authorizations, approvals, orders, consents, registrations or qualifications
does not have a material adverse effect on the financial condition, business or
properties of the Company and its subsidiaries considered as a whole; and none
of the Company or any Principal Subsidiary has received any notification from
any insurance regulatory authority to the effect that any additional
authorization, approval, order, consent, registration or qualification from such
insurance regulatory authority is needed to be obtained by any of the Company or
any Principal Subsidiary in any case where it could be reasonably expected that
(x) the Company or any Principal Subsidiary would in fact be required either to
obtain any such additional authorization, approval, order, consent, registration
or qualification or cease or otherwise limit writing certain business and (y)
obtaining such authorization, approval, order, consent, license, certificate,
permit, registration or qualification or limiting such business would have a
material adverse effect on the business, financial position or results of
operations of the Company and its subsidiaries, considered as a whole (such
counsel being entitled to rely in respect of the opinion in this clause upon
opinions of local or in-house counsel and in respect of matters of fact upon
certificates of officers of the Company or its subsidiaries, provided that such
counsel shall state that he believes that both you and he are justified in
relying upon such opinions and certificates);
(iv) To the best of such counsel's knowledge, each Principal Subsidiary is
in compliance with the requirements of the insurance laws and regulations of its
state of incorporation and the insurance laws and regulations of other
jurisdictions which are applicable to such Principal Subsidiary, and has filed
all notices, reports, documents or other information required to be filed
thereunder, or is subject to no material liability or disability by reason of
the failure to so comply or file (such counsel being entitled to rely in respect
of this clause upon opinions of local or in-house
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counsel and in respect of matters of fact upon certificates of officers of the
Company or its subsidiaries, provided that such counsel shall state that he
believes that both you and he are justified in relying upon such opinions and
certificates);
(v) To the best of such counsel's knowledge and other than as set forth in
the Final Prospectus as amended or supplemented, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or to which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, individually or in the aggregate, could reasonably be expected to
have a material adverse effect on the financial condition, business or
properties of the Company and its subsidiaries considered as a whole; and, to
the best of such counsel's knowledge, no such proceedings are threatened;
(vi) The issuance and sale of the Securities and the performance by the
Company of its obligations under the Indenture, the Securities or this Agreement
and the consummation by the Company of the transactions contemplated therein and
herein will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument relating to the
Company or any of its subsidiaries, as such agreements or instruments have been
amended (which indentures, mortgages, deeds of trust, loan agreements or other
agreements or instruments may be specified by such counsel on a schedule
attached to his opinion); nor will any such action result in any violation of
the provisions of the Certificate or the By-Laws or any applicable United States
law or statute or any order, rule or regulation of any United States court or
governmental agency or body having jurisdiction over the Company, its
subsidiaries or any of their respective properties, provided, that the foregoing
opinion is limited to those statutes, laws, rules and regulations of the United
States of America, the State of Delaware and the State of Illinois, in each
case, which, in the opinion of such counsel, are normally applicable to
transactions of the type contemplated by this Agreement, and provided further,
that no opinion need be given with respect to (A) the Act, the Exchange Act, the
Trust Indenture Act, the rules and regulations issued pursuant to each such act,
any order, rule or regulation made or established by any insurance official or
regulatory authority or the National Association of Securities Dealers, Inc., or
state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters or (B) conflicts, breaches or
violations which individually and in the aggregate both would not have a
material adverse effect on the financial condition, business or operations of
the Company and its subsidiaries taken as a whole and would not have a material
adverse effect on the sale or ownership of the Securities (such counsel being
entitled to rely in respect of the opinion in this clause (vi) upon opinions of
local or in-house counsel and in respect of matters of fact upon certificates of
officers of the Company or its subsidiaries, provided that such counsel shall
state that he believes that both you and he are justified in relying upon such
opinions and certificates);
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(vii) No consent, approval, authorization, order, registration or
qualification of or with any United States court or governmental agency or body
is required for the issue and sale of the Securities by the Company or the
consummation by the Company of the transactions contemplated by this Agreement,
except that such counsel need not express any opinion with respect to such
consents, approvals, authorizations, orders, registrations or qualifications (A)
as may be required under the Act, the Exchange Act, the Trust Indenture Act, the
rules and regulations issued pursuant to each such act, any order, rule or
regulation made or established by any insurance official or regulatory authority
or the National Association of Securities Dealers, Inc., or (B) as may be
required under state securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters, (C) the absence of which
individually or in the aggregate both are not material to the Company and its
subsidiaries taken as a whole and would not have a material adverse effect on
the sale or ownership of the Securities or (D) as may be required under foreign
laws in connection with the purchase and distribution of the Securities by any
international managers; provided, that the foregoing opinion is limited to those
consents, approvals, authorizations, orders, registrations and qualifications
under laws which, in the experience of such counsel, are normally applicable to
transactions of the type contemplated by this Agreement;
(viii) To the best of such counsel's knowledge, the Company and its
subsidiaries, as applicable, have filed all notices, reports, documents or other
information required to be filed pursuant to, and have obtained all
authorizations, approvals, orders, consents, registrations or qualifications
required to be obtained under, and have otherwise complied with all requirements
of, all applicable insurance laws and regulations known to such counsel to be
normally applicable to the transactions contemplated by this Agreement in
connection with the issuance and sale by the Company of the Securities and,
except as have been obtained pursuant to the foregoing clause, no filing,
authorization, approval, order, consent, registration or qualification of or
with any insurance regulatory agency having jurisdiction over the Company or any
of its subsidiaries or any of their properties known to such counsel to be
normally applicable to the transactions contemplated by this Agreement or the
Indenture is required for the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by this Agreement,
except such filings, authorizations, approvals, orders, consents, registrations
or qualifications which (individually or in the aggregate) the failure to make,
obtain or comply with would not have a material adverse effect on the financial
condition, business or properties of the Company and its subsidiaries considered
as a whole;
(ix) As general counsel to the Company, such counsel reviewed the
Registration Statement and Final Prospectus as amended or supplemented,
participated in various discussions with representatives of the Underwriters and
of the Company and its accountants at which contents of the Registration
Statement and Final Prospectus as amended or supplemented were discussed; on the
basis of the information that such counsel gained in the course of his
activities referred to above, such counsel confirms that the Registration
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Statement, as of its effective date, and the Final Prospectus, as amended or
supplemented (in each case other than with respect to the financial statements,
financial and accounting data and related schedules therein, as to which such
counsel need express no opinion or belief), appear on their face to be
appropriately responsive in all material respects to the requirements of the Act
and the applicable rules and regulations of the Commission thereunder; and,
although such counsel is not passing upon and does not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Registration Statement and Final Prospectus as amended or supplemented (except
as expressly set forth in such opinion), on the basis of the foregoing, no facts
have come to the attention of such counsel in the course of such review which
has caused such counsel to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the Company
prior to such Time of Delivery (other than the financial statements and
financial and accounting data and related schedules therein and other than
information under the captions "Description of Debt Securities," "Description of
Debt Warrants," "Description of Preferred Stock," "Description of Preferred
Securities," "Description of Preferred Securities Guarantees" and "Plan of
Distribution" in the Basic Prospectus and under the captions "Description of the
Senior Notes" and "Underwriting" contained in the Final Prospectus as amended or
supplemented, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statement therein not misleading
or that, as of its date, the Final Prospectus as amended or supplemented or any
further amendment or supplement thereto made by the Company prior to such Time
of Delivery (other than the financial statements and financial and accounting
data and related schedules therein and other than information under the captions
"Description of Debt Securities," "Description of Debt Warrants," "Description
of Preferred Stock," "Description of Preferred Securities," "Description of
Preferred Securities Guarantees" and "Plan of Distribution" in the Basic
Prospectus and under the captions "Description of the Senior Notes" and
"Underwriting" contained in the Final Prospectus as amended or supplemented, as
to which such counsel need express no opinion) contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statement therein not misleading or that, as of
the Time of Delivery, either the Registration Statement or the Final Prospectus
as amended or supplemented or any further amendment or supplement (when
considered together with the document to which such supplement relates) thereto
made by the Company prior to such Time of Delivery (other than the financial
statements and financial and accounting data and related schedules therein and
other than information under the captions "Description of Debt Securities,"
"Description of Debt Warrants," "Description of Preferred Stock," "Description
of Preferred Securities," "Description of Preferred Securities Guarantees" and
"Plan of Distribution" in the Basic Prospectus and under the captions
"Description of the Senior Notes" and "Underwriting" contained in the Final
Prospectus as amended or supplemented, as to which such counsel need express no
opinion) contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and he does not know
of any amendment to the Registration Statement required to be filed or of any
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contracts or other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be incorporated by reference into
the Final Prospectus as amended or supplemented or required to be described in
the Registration Statement or the Final Prospectus as amended or supplemented
which are not filed or described as required, in each case, other than with
respect to the information under the captions "Description of Debt Securities,"
"Description of Debt Warrants," "Description of Preferred Stock," "Description
of Preferred Securities," "Description of Preferred Securities Guarantees" and
"Plan of Distribution" in the Basic Prospectus and under the captions
"Description of the Senior Notes" and "Underwriting" contained in the Final
Prospectus as amended or supplemented; and
(x) On the basis of the information that such counsel gained in the course
of the review referred to in paragraph (ix) above (but without passing upon or
assuming any responsibility for the accuracy, completeness or fairness of the
statements contained in the documents described below), such counsel confirms
that no facts have come to the attention of such counsel in the course of such
review which have caused such counsel to believe that the documents incorporated
by reference in the Final Prospectus as amended or supplemented (other than the
financial statements and financial and accounting data and related schedules
therein or excluded therefrom, as to which such counsel need express no
opinion), when they became effective or were filed with the Commission, as the
case may be, did not comply as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and he has no reason to believe that
any of such documents, when they became effective or were so filed, as the case
may be, contained, in the case of a registration statement which became
effective under the Act, an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or, in the case of other documents that were
filed under the Act or the Exchange Act with the Commission, an untrue statement
of a material fact or omitted to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made not
misleading.
(d) LeBoeuf, Lamb, Greene & MacRae, L.L.P., special counsel to the
Underwriters, shall have furnished to you their written opinion, dated the Time
of Delivery, in form and substance reasonably satisfactory to you, covering the
matters referred to in subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of
paragraph (b) above.
(e) On the date hereof and the Time of Delivery of the Securities, Deloitte
& Touche shall have furnished to the Representatives a letter, dated the
effective date of the Registration Statement or, if more recently filed, the
most recent report filed with the Commission containing financial statements and
incorporated by reference in the Registration Statement if the date of such
report is later than such effective date, and a letter dated such Time of
Delivery, respectively, to the effect set forth in Schedule II hereto, and with
respect to such letter dated such Time of Delivery, in form and substance
satisfactory to the Representatives.
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(f) Since the respective dates as of which information is given in the
Final Prospectus as amended or supplemented prior to the date hereof until such
Time of Delivery, there shall not have been any material increase in the
consolidated capital stock (other than issuances of capital stock upon exercise
of options and stock appreciation rights, upon earn-outs of performance shares
and upon conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included or incorporated by
reference in the Final Prospectus) or any material increase in the consolidated
long-term debt of the Company and its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Final Prospectus as amended or supplemented prior to the
date hereof, the effect of which, in any such case is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Final Prospectus
as amended or supplemented prior to the date hereof.
(g) On or after the date hereof, (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities or financial strength or
claims paying ability by any of Moody's Investor Services, Inc., Standard &
Poor's Corporation or A.M. Best & Co. and (ii) no such organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities or
financial strength or claims paying ability, the effect of which, in any such
case described in clause (i) or (ii), is in your judgment (after consultation
with the Company) so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Final Prospectus
as amended or supplemented prior to the date hereof;
(h) On or after the date hereof, there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a general moratorium on
commercial banking activities in New York declared by either Federal or New York
State authorities; or (iii) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national
emergency or war, if the effect of any such event specified in this clause (iii)
in the judgment of the Representatives makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the Securities on the terms
and in the manner contemplated by the Final Prospectus as amended or
supplemented prior to the date hereof; and
(i) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery certificates of officers of the Company
reasonably satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of the Time of
Delivery, as to the performance by the Company of all of its obligations
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hereunder to be performed at or prior to the Time of Delivery, as to the matters
set forth in subsections (a) and (f) of this Section and as to such other
matters as the Representatives may reasonably request.
7. (a) Indemnification and Contribution. The Company will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Final Prospectus, the Registration Statement, the Final Prospectus,
the Final Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement (when considered
together with the document to which such supplement relates) thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Final Prospectus, the Registration
Statement, the Final Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives expressly for use in the
Final Prospectus as amended or supplemented relating to the Securities and,
provided, further, that the Company shall not be liable to any Underwriter under
the indemnity agreement in this subsection (a) with respect to any Preliminary
Final Prospectus, the Final Prospectus or the Final Prospectus as amended or
supplemented, as the case may be, to the extent that any such loss, claim,
damage or liability of such Underwriter results from the fact such Underwriter
sold the Securities to a person to whom there was not sent or given, at or prior
to the written confirmation of such sale, a copy of the Final Prospectus or of
the Final Prospectus as then amended or supplemented, whichever is most recent,
in any case where such delivery is required by the Act if the Company had
previously furnished copies thereof to such Underwriter and the loss, claim,
damage or liability of such Underwriter results from an untrue statement or
omission of a material fact contained in the Preliminary Final Prospectus which
was corrected in the Final Prospectus (or the Final Prospectus as amended or
supplemented).
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Final Prospectus, the Registration Statement, the Final Prospectus,
the Final Prospectus as amended or supplemented and any
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other prospectus relating to the Securities, or any amendment or supplement
(when considered together with the document to which such supplement relates)
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Final Prospectus, the
Registration Statement, the Final Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any such amendment or supplement
in reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly, with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying party
and who may act in respect of actions involving more than one indemnified
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. Notwithstanding anything to the contrary
in this Section 7, an indemnifying party shall only be liable for the legal fees
and expenses of one national counsel and appropriate local counsel for the
indemnified parties with respect to any proceeding or related proceedings and in
connection with any one such action, suit or proceeding or separate but
substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Underwriters and controlling persons not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by Goldman, Sachs & Co.
(d) If the indemnification provided for in this Section 7 is unavailable to
or insufficient to hold harmless an indemnified party under
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subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable consideration. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by such Underwriters, in each case as set
forth in the table on the cover page of the Final Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. With respect to any Underwriter, such relative fault
shall also be determined by reference to the extent (if any) to which such
losses, claims, damages or liabilities (or actions in respect thereof) with
respect to any Preliminary Final Prospectus result from the fact that such
Underwriter sold the Securities to a person to whom there was not sent or given,
at or prior to the written confirmation of such sale, a copy of the Final
Prospectus or of the Final Prospectus as then amended or supplemented, if the
Company had previously furnished copies thereof to such Underwriter. The Company
and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Securities underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the
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Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligations of the Underwriters in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations with respect to the Securities and not joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend
upon the same terms and conditions, to each person, if any, who controls any
Underwriters within the meaning of the Act; and the obligations of the
Underwriters under this Section 7 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in the Registration Statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Act.
8. Default; Termination. If, at the Time of Delivery, any one or more of
the Underwriters shall fail or refuse to purchase Securities that it or they
have agreed to purchase hereunder on such date, and the aggregate principal
amount of Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase is not more than one-tenth of the aggregate
principal amount of the Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the principal
amount of Securities set forth opposite their respective names in Schedule I
bears to the principal amount of Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; PROVIDED
that in no event shall the principal amount of Securities that any Underwriter
has agreed to purchase pursuant to Section 2 be increased pursuant to this
Section 8 by an amount in excess of one-ninth of such principal amount of
Securities without the written consent of such Underwriter. If, at the Time of
Delivery any Underwriter or Underwriters shall fail or refuse to purchase
Securities and the aggregate principal amount of Securities with respect to
which such default occurs is more than one-tenth of the aggregate principal
amount of Securities to be purchased on such date, and arrangements satisfactory
to you and the Company for the purchase of such Securities are not made within
36 hours after such default, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter or the Company. In any such case
either you or the Company shall have the right to postpone the Time of Delivery
but in no event for longer than seven days, in order that the required changes,
if any, in the Registration Statement and in the Final Prospectus or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
9. Survival. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
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pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter, or the Company or any officer or director or
controlling person of the Company and shall survive delivery of and payment for
the Securities.
10. Effect of Termination of this Agreement or Nondelivery of Securities.
If this Agreement shall be terminated pursuant to Section 8 hereof, the Company
shall not be under any liability to any Underwriter with respect to the
Securities except as provided in Section 5 and Section 7 hereof; but, if for any
other reason, Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Securities, but the Company shall then be under no further
liability to any Underwriter in respect of such Securities except as provided in
Section 5 and Section 7 hereof.
11. Reliance Upon Representatives. In all dealings hereunder, the
Representatives shall act on behalf of the Underwriters and the parties hereto
shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by such of the
Representatives, if any, as may be designated for such purpose by Goldman, Sachs
& Co.
12. Notices. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriters in the care of
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004; if to the
Company, shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Company set forth in the Registration Statement, Attention:
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 7(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof.
13. Successors and Assigns. This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Company, and, to the extent
provided in Sections 7 and 9 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.
14. "Business Day." As used herein, the term "business day" shall mean
any day when the Commission's office in Washington, D.C. is open for
business.
-20-
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<PAGE>
15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
16. Counterparts. This Agreement may be executed by any one or more of the
parties hereto and thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof.
Very truly yours,
THE ALLSTATE CORPORATION
BY: /S/ JOHN L. CARL
Name: John L. Carl
Title: Vice President and
Chief Financial Officer
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
ABN AMRO INCORPORATED
A.G. EDWARDS & SONS, INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO., INCORPORATED
SALOMON SMITH BARNEY INC.
WARBURG DILLON READ LLC
As Representatives of the Several Underwriters
By GOLDMAN, SACHS & CO.
By: /S/ GOLDMAN, SACHS & CO.
(Goldman, Sachs & Co.)
-21-
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<PAGE>
Schedule 1
UNDERWRITER PRINCIPAL AMOUNT
OF SECURITIES
TO BE PURCHASED
$345,000,000
Goldman, Sachs & Co.
ABN AMRO Incorporated 67,500,000
A.G. Edwards & Sons, Inc. 67,500,000
Credit Suisse First Boston Corporation 67,500,000
Morgan Stanley & Co., Incorporated 67,500,000
Salomon Smith Barney Inc. 67,500,000
Warburg Dillon Read LLC 67,500,000
Total....... $750,000,000
Page 26 of 56
<PAGE>
Schedule II
Pursuant to Section 6(e) of the Underwriting Agreement, the accountants shall
furnish letters to the Underwriters to the effect that: (i) They are independent
certified public accountants with respect to the Company and its subsidiaries
within the meaning of the Act and the applicable published rules and regulations
thereunder; (ii) In their opinion, the financial statements, certain summary and
selected consolidated financial and operating data, and any supplementary
financial information and schedules (and, if applicable, pro forma financial
information) audited by them and included or incorporated by reference in the
Final Prospectus as amended or supplemented or the Registration Statement comply
as to form in all material respects with the applicable accounting requirements
of the Act and the related published rules and regulations thereunder; and, if
applicable, they have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
consolidated interim financial statements, and any supplementary financial
information and schedules, selected financial data, pro forma financial
information, prospective financial statements and/or condensed financial
statements derived from audited financial statements of the Company for the
periods specified in such letter, and, as indicated in their report thereon,
copies of which have been furnished to the representatives of the Underwriters
(the "Representatives"); (iii) On the basis of limited procedures, not
constituting an audit in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and its subsidiaries, inspection of the
minute books of the Company and its subsidiaries since the date of the latest
audited financial statements included or incorporated by reference in the Final
Prospectus as amended or supplemented, inquiries of officials of the Company and
its subsidiaries responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, nothing came to
their attention that caused them to believe that:
(A) the unaudited consolidated statements of income, consolidated balance
sheets and consolidated statements of cash flows and certain summary and
selected consolidated financial and operating data included or incorporated by
reference in the Final Prospectus as amended or supplemented do not comply as to
form in all material respects with the applicable accounting requirements of the
Act and the related published rules and regulations thereunder;
(B) any other unaudited income statement data and balance sheet items
included or incorporated by reference in the Final Prospectus as amended or
supplemented do not agree with the corresponding items in the unaudited
consolidated financial statements from which such data and items were derived,
and any such unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding amounts in the
audited consolidated financial statements included or incorporated by reference
in the Final Prospectus as amended or supplemented;
(C) the unaudited financial statements which were not included or
incorporated by reference in the Final Prospectus as amended or supplemented
Page 27 of 56
<PAGE>
but from which were derived any unaudited condensed financial statements
referred to in Clause (A) and any unaudited income statement data and balance
sheet items included or incorporated by reference in the Final Prospectus as
amended or supplemented and referred to in Clause (B) were not determined on a
basis substantially consistent with the basis for the audited consolidated
financial statements included or incorporated by reference in the Final
Prospectus as amended or supplemented;
(D) any unaudited pro forma consolidated condensed financial statements
included or incorporated by reference in the Final Prospectus as amended or
supplemented do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of those statements.
(E) as of a specified date not more than five business days prior to the
date of such letter, there have been any changes in the consolidated capital
stock or any increase in the consolidated borrowings or consolidated reserve for
property-liability insurance claims and claims expense or consolidated reserve
for life insurance policy benefits, or asset reserves of the Company and its
subsidiaries, or any decreases in consolidated fixed income securities available
for sale, consolidated equity securities, consolidated investments or
shareholder equity, or any decrease in AIC's or ALIC's statutory capital and
surplus, or other items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet included or incorporated
by reference in the Final Prospectus as amended or supplemented, except in each
case for changes, increases or decreases which the Final Prospectus discloses
have occurred or may occur or which are described in such letter; and
(F) for the period from the date of the latest financial statements
included or incorporated by reference in the Final Prospectus as amended or
supplemented to the specified date referred to in Clause (E) there were any
decreases in consolidated premiums earned, consolidated net investment income,
or other items specified by the Representatives, or any increases in any items
specified by the Representatives, in each case as compared with the comparable
period of the preceding year and with any other period of corresponding length
specified by the Representatives, except in each case for decreases or increases
which the Final Prospectus discloses have occurred or may occur or which are
described in such letter; and (iv) In addition to the examination referred to in
their report(s) included or incorporated by reference in the Final Prospectus as
amended or supplemented and the limited procedures, inspection of minute books,
inquiries and other procedures referred to in paragraphs (ii) and (iii) above,
they have carried out certain procedures as specified in their letter, not
constituting an audit in accordance with generally accepted auditing standards,
with respect to certain amounts, percentages and financial information specified
by the Representatives, which are derived from the general accounting records of
the Company and its subsidiaries, which appear or are incorporated by reference
in the Final Prospectus as amended or supplemented or in Part II of, or in
exhibits and schedules to, the Registration Statement specified by the
Representatives, and have compared certain of such specified amounts,
percentages and financial information with the accounting records of the Company
and its subsidiaries and have found them to be in agreement.
Page 28 of 56
<PAGE>
Schedule III
PRINCIPAL SUBSIDIARIES JURISDICTION OF INCORPORATION
Allstate Insurance Company Illinois
Allstate Life Insurance Company Illinois
Page 29 of 56
<PAGE>
Exhibit No. 4.1
THE ALLSTATE CORPORATION
AND
STATE STREET BANK AND TRUST COMPANY, as Trustee
-------------------------------------------------------
THIRD SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)
Dated as of July 23, 1999
-------------------------------------------------------
THE ALLSTATE CORPORATION
THIRD SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)
Page 30 of 56
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of July 23, 1999, between THE
ALLSTATE CORPORATION, a Delaware corporation (the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company, as Trustee (the
"Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture for Senior Debt Securities, dated as of December 16, 1997 (the
"Indenture"), providing for the issuance from time to time of series of the
Company's Securities.
On December 16, 1997, the Company executed and delivered to the Trustee a
First Supplemental Indenture to the Indenture (the "First Supplemental
Indenture"), providing for the issuance of $250,000,000 in principal amount of
7c% Senior Quarterly Interest Bonds due 2097 (the "2097 Senior Bonds"). The
Company issued the 2097 Senior Bonds on December 19, 1997.
On May 20, 1998, the Company executed and delivered to the Trustee a Second
Supplemental Indenture to the Indenture (the "Second Supplemental Indenture"),
providing for the issuance of $250,000,000 in principal amount of 6.75% Senior
Debentures due May 15, 2018 and $250,000,000 in principal amount of 6.90% Senior
Debentures due May 15, 2038. The Company issued the 6.75% Senior Debentures due
May 15, 2018 and the 6.90% Senior Debentures due May 15, 2038 on May 20, 1998.
Section 901(9) of the Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Indenture to correct or supplement
any provision of the Indenture, provided that such action shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect.
Section 904 of the Indenture provides that upon execution of any indenture
supplemental to the Indenture, the Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of the Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered under the Indenture shall be bound thereby.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities as follows:
Page 31 of 56
<PAGE>
ARTICLE I
Relation to Indenture; Definitions
Section 1.1. RELATION TO INDENTURE. This Third Supplemental Indenture
constitutes an integral part of the Indenture.
Section 1.2. DEFINITIONS. For all purposes of this Third Supplemental
Indenture:
(a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of the
Indenture; and
(c) The terms "herein," "hereof," "hereunder" and other words of
similar import refer to the Indenture.
ARTICLE II
The Series of Securities
Section 2.1. DEFINITIONS.
(a) Section 101 of the Indenture shall be amended by deleting the
definition of "Company Request" and "Company Order" and replacing such
definition with the following:
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two of the following
officers, provided that at least one of the signing officers is the
principal executive, principal financial or principal accounting
officer of the Company: Chairman of the Board; Chief Executive
Officer; President; Chief Operating Officer; Chief Financial Officer;
General Counsel; Treasurer; Secretary; Controller; any Vice President;
any Assistant Treasurer; any Assistant Secretary; and any Assistant
Vice President.
(b) Section 101 of the Indenture shall be amended by deleting the
definition of "Officers' Certificate" and replacing such definition with
the following:
"Officers' Certificate" means a certificate signed by any two of the
following officers and delivered to the Trustee, provided that at
least one of the signing officers is the principal executive,
principal financial or principal accounting officer of the Company:
Chairman of the Board;
-2-
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<PAGE>
Chief Executive Officer; President; Chief Operating Officer; Chief
Financial Officer; General Counsel; Treasurer; Secretary; Controller;
any Vice President; any Assistant Treasurer; any Assistant Secretary;
and any Assistant Vice President.
Section 2.2. EXECUTION OF SECURITIES. Section 303 of the Indenture shall be
amended by deleting the first paragraph of such section and replacing such
paragraph with the following:
The Securities shall be executed on behalf of the Company by any of
the following officers: Chairman of the Board; Chief Executive
Officer; President; Chief Operating Officer; Chief Financial Officer;
General Counsel; Treasurer; Controller; or any Vice President. The
Securities shall be attested by the Secretary; any Assistant
Secretary; any Assistant Treasurer; any Assistant Vice President; or
any of the officers listed in the immediately preceding sentence
(other than the officer executing the Securities on behalf of the
Company). The signatures of these officers may be manual or facsimile.
Securities executed prior to the date of the Third Supplemental
Indenture by officers authorized under the preceding paragraph (as
amended by the Third Supplemental Indenture) shall be deemed duly
executed, authenticated and delivered by the Company, notwithstanding
any other procedures regarding the execution of securities which may
have been in effect.
ARTICLE III
Miscellaneous Provisions
Section 3.1. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Third Supplemental
Indenture.
Section 3.2. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture, as
supplemented and amended by this Third Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
Section 3.3. COUNTERPARTS. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
-3-
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<PAGE>
Section 3.4. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE AND EACH
DEBENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
THE ALLSTATE CORPORATION
BY: /S/ EDWARD M. LIDDY
Its: Chairman, President and
Chief Executive Officer
STATE STREET BANK AND TRUST
COMPANY, as Trustee
BY: /S/ RUTH A. SMITH
Its: Vice President
-4-
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<PAGE>
Exhibit No. 4.2
THE ALLSTATE CORPORATION
TO
STATE STREET BANK AND TRUST COMPANY, as Trustee
FOURTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)
Dated as of November 17, 1999
7.20% Senior Notes due 2009
Page 35 of 56
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I Relation to Indenture; Definitions........................1
Section 1.1................................................1
Section 1.2................................................1
ARTICLE II The Series of Securities.................................2
Section 2.1 Title of the Securities.......................2
Section 2.2 Limitation on Aggregate Principal Amount......2
Section 2.3 Principal Payment Date........................2
Section 2.4 Interest and Interest Rates...................2
Section 2.5 Place of Payment..............................3
Section 2.6 Redemption....................................3
Section 2.7 Denomination..................................4
Section 2.8 Currency......................................5
Section 2.9 Form of Securities............................5
Section 2.10 Securities Registrar and Paying Agent.........5
Section 2.11 Sinking Fund Obligations......................5
ARTICLE III Expenses................................................5
Section 3.1 Payment of Expenses...........................5
Section 3.2 Payment Upon Resignation or Removal...........5
ARTICLE IV Miscellaneous Provisions.................................6
Section 4.1 Trustee Not Responsible for Recitals..........6
Section 4.2 Adoption, Ratification and Confirmation.......6
Section 4.3 Counterparts..................................6
Section 4.4 GOVERNING LAW.................................6
-i-
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<PAGE>
THE ALLSTATE CORPORATION
FOURTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)
$750,000,000
7.20% Senior Notes due 2009
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 17, 1999, between THE
ALLSTATE CORPORATION, a Delaware corporation (the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a trust company organized under the laws of the
Commonwealth of Massachusetts, as Trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture for Senior Debt Securities, dated as of December 16, 1997 (the
"Indenture"), providing for the issuance from time to time of series of the
Company's Securities.
Section 301 of the Indenture provides for various matters with
respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture.
Section 901(7) of the Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Indenture to establish the form or
terms of Securities of any series as provided by Sections 201 and 301 of the
Indenture.
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities of such series, as
follows:
ARTICLE I
Relation to Indenture; Definitions
Section 1.1. RELATION TO INDENTURE. This Fourth Supplemental Indenture
constitutes an integral part of the Indenture.
Section 1.2. DEFINITIONS. For all purposes of this Fourth Supplemental
Indenture:
(a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless
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<PAGE>
otherwise specified, refer to the corresponding Articles and
Sections of this Fourth Supplemental Indenture; and
(c) The terms "herein," "hereof," "hereunder" and other words of
similar import refer to this Fourth Supplemental Indenture.
ARTICLE II
The Series of Securities
Section 2.1. TITLE OF THE SECURITIES. There shall be a series of Securities
designated the A7.20% Senior Notes due 2009@ (the "Securities").
Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The aggregate
principal amount of the Securities shall be limited to $750,000,000.
Section 2.3. PRINCIPAL PAYMENT DATE. The principal amount of the Securities
Outstanding (together with any accrued and unpaid interest) shall be payable in
a single installment on December 1, 2009, which date shall be the Stated
Maturity of the Securities Outstanding.
Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each
Security shall be 7.20% per annum, accruing from November 17, 1999, or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, payable semiannually in
arrears on June 1 and December 1 of each year commencing June 1, 2000 until the
principal thereof shall have become due and payable, and until the principal
hereof is paid or duly provided for or made available for payment. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of interest payable for any
partial period shall be computed on the basis of the actual number of days
elapsed in a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on any Security is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay). A "Business Day" shall mean any day, other than a Saturday or Sunday, on
which banks in the City of New York and Boston, Massachusetts are not required
by law to close. The interest installment so payable in respect of any Security,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name such Security (or
one or more Predecessor Securities) is registered at the close of business on
the May 15 or November
-2-
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<PAGE>
15 prior to such Interest Payment Date. Any such interest installment not
punctually paid or duly provided for in respect of any Security shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
either be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date to be fixed by the Trustee for the payment of such Defaulted
Interest, notice whereof shall be given to the Holders of this series of
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.
Section 2.5. PLACE OF PAYMENT. The Place of Payment where the Securities
may be presented or surrendered for payment, where the Securities may be
surrendered for registration of transfer or exchange and where notices and
demand to or upon the Company in respect of the Securities and the Indenture may
be served shall be the Corporate Trust Office of the Trustee.
Section 2.6. REDEMPTION.
(a) The Company may redeem all or any part of the Securities at any time at
a price equal to the greater of (i) 100% of the principal amount of the
Securities to be redeemed and (ii) an amount, as determined by the quotation
agent, equal to the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed, not
including any portion of payments of interest accrued as of the redemption date,
discounted to the redemption date on a semi-annual basis, assuming a 360-day
year comprised of twelve 30-day months, at the adjusted treasury rate plus 15
basis points, plus in each case, accrued and unpaid interest on the principal
amount being redeemed to the redemption date; provided, however, that with
respect to interest payments that are due on or prior to the redemption date,
the Company will make payments of interest to the registered Holders of the
Securities at the close of business on the Regular Record Date.
(b) For the purposes of this Section 2.6,
"adjusted treasury rate" means, with respect to the redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the comparable treasury issue,
expressed as a percentage of its principal amount, equal to the comparable
treasury price for the redemption date.
"comparable treasury issue" means, the United States treasury security selected
by the quotation agent as having a maturity comparable to the remaining term of
the Securities to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.
-3-
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<PAGE>
"comparable treasury price" means, with respect to the redemption date,
(i) the average of the bid and asked prices for the comparable
treasury issue, expressed as a percentage of its principal amount, on the
third business day preceding the redemption date, as set forth by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for the U.S. Government Securities," or
(ii) if such release, or any successor release, is not published or
does not contain such prices on such business day, (1) the average of the
reference treasury dealer quotations for the redemption date, after
excluding the highest and lowest reference treasury dealer quotations, or
(2) if the trustee receives fewer than four reference treasury dealer
quotations for the redemption date, the average of the reference treasury
dealer quotations obtained, as determined by the quotation agent.
"quotation agent" means the reference treasury dealer appointed by the
Company.
"reference treasury dealer" means
(i) Goldman, Sachs & Co. or its successors; provided, however, that is
any of them ceases to be a primary U.S. government securities dealer in New
York City (a "primary treasury dealer"), the Company will substitute for it
another primary treasury dealer, and
(ii) any other primary treasury dealer(s) selected by the
Company.
"reference treasury dealer quotation" means, with respect to the reference
treasury dealer and the redemption date, the average, as determined by the
quotation agent, of the bid and asked prices for the comparable treasury issue,
expressed as a percentage of its principal amount, quoted in writing to the
trustee by the reference treasury dealer at 5:00 p.m. on the third business day
preceding the redemption date.
At least 30 days not more than 60 days before the redemption date, the
Company will send notice of redemption to each holder of Securities to be
redeemed. If less than all of the Securities are to be redeemed, the trustee
will select, by such method as it will deem fair and appropriate, including pro
rata or by lot, the Securities to be redeemed in whole or in part.
Unless the Company defaults in payment of the redemption price, no interest
will accrue on the Securities called for redemption for the period from and
after the redemption date.
Section 2.7. DENOMINATION. The Securities of this series shall be issuable
only in registered form without coupons and in denominations of $1,000 and
integral multiples thereof.
-4-
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<PAGE>
Section 2.8. CURRENCY. Principal and interest on the Securities shall be
payable in such coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
Section 2.9. FORM OF SECURITIES. The Securities shall be substantially in
the form attached as EXHIBIT A hereto.
Section 2.10. SECURITIES REGISTRAR AND PAYING AGENT. The Trustee shall
serve initially as Securities Registrar and Paying Agent.
Section 2.11. SINKING FUND OBLIGATIONS. The Company has no obligation to
redeem or purchase any Securities pursuant to any sinking fund or analogous
requirement or upon the happening of a specified event or at the option of a
Holder thereof.
Section 2.12 DEFEASANCE AND COVENANT DEFEASANCE. The Company has elected to
have both Section 1302 (relating to defeasance) and Section 1303 (relating to
covenant defeasance) applied to the Securities.
Section 2.13 IMMEDIATELY AVAILABLE FUNDS. All payments of principal and
interest shall be made in immediately available funds.
ARTICLE III
Expenses
Section 3.1. PAYMENT OF EXPENSES. In connection with the offering, sale and
issuance of the Securities, the Company, in its capacity as borrower with
respect to the Securities, shall pay all costs and expenses relating to the
offering, sale and issuance of the Securities, including commissions to the
underwriters payable pursuant to the Underwriting Agreement, dated November 12,
1999, and compensation and expenses of the Trustee under the Indenture in
accordance with the provisions of Section 607 of the Indenture.
Section 3.2. PAYMENT UPON RESIGNATION OR REMOVAL. Upon termination of this
Fourth Supplemental Indenture or the Indenture or the removal or resignation of
the Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued to the date of such termination, removal or resignation.
-5-
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<PAGE>
ARTICLE IV
Miscellaneous Provisions
Section 4.1. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Fourth Supplemental
Indenture.
Section 4.2. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture, as
supplemented and amended by this Fourth Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
Section 4.3. COUNTERPARTS. This Fourth Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 4.4. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
-6-
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
THE ALLSTATE CORPORATION
BY: /S/ JOHN L. CARL
Name: John L. Carl
Title: Vice President and Chief Financial
Officer
ATTEST:
by: /s/ emma m. kalaidjian
Name: Emma M. Kalaidjian
Title: Assistant Secretary
STATE STREET BANK AND TRUST
COMPANY, as Trustee
BY: /S/ JULIE A. BALEMA
Name: Julie A. Balema
Title: Assistant Vice President
-7-
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<PAGE>
EXHIBIT A
(FORM OF FACE OF SECURITY)
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.
Certificate No. $_____________
CUSIP No. 020002AK7
THE ALLSTATE CORPORATION
7.20% Senior Notes due 2009
THE ALLSTATE CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of ($ ) on December 1, 2009. The
Company further promises to pay interest on said principal sum outstanding from
November 17, 1999, or from the most recent interest payment date (each such
date, an "Interest Payment Date") to which interest has been paid or duly
provided for, semiannually (subject to deferral as set forth herein) in arrears
on June 1 and December 1 of each year commencing June 1, 2000 at the rate of
7.20% per annum, until the principal hereof shall have become due and payable
and, until the principal hereof is paid or duly provided for or made available
for payment. The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year of twelve 30-day months. The amount
of interest payable for any partial period shall be computed on the basis of the
number of actual days elapsed in a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Security is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay). A "Business Day" shall mean any day,
other than a
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Saturday or Sunday, on which the banks in the City of New York and Boston,
Massachusetts are not required by law to close. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on May 15 or November 15 prior to such Interest Payment Date. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date to be fixed by the Trustee for the payment of such Defaulted
Interest, notice whereof shall be given to the Holder of this Security not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Security may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
The principal of (and premium, if any) and the interest on this Security
shall be payable at the office or agency of the Company maintained for that
purpose in the United States in such coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register. Notwithstanding the foregoing, so long
as the Holder of this Security is Cede & Co., the payment of the principal of
(and premium, if any) and interest on this Security will be made at such place
and to such account as may be designated by Cede & Co. All payments of principal
and interest hereunder shall be made in immediately available funds.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
THE ALLSTATE CORPORATION
By:
Name:
Title:
Attest:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
Dated: November 17, 1999
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
Authorized Signatory
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(FORM OF REVERSE OF SECURITY)
This Security is one of a duly authorized issue of securities of the
Company, designated as its 7.20% Senior Notes (herein referred to as the
"Securities"), issued under and pursuant to an Indenture, dated as of December
16, 1997 between the Company and State Street Bank and Trust Company, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), as supplemented by the Fourth Supplemental Indenture, dated as
of November 17, 1999, between the Company and the Trustee (the Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Company may redeem all or any part of this Security at any time at a
price equal to the greater of (i) 100% of the principal amount of this Security
to be redeemed and (ii) an amount, as determined by the quotation agent, equal
to the sum of the present values of the remaining scheduled payments of
principal and interest on this Security to be redeemed, not including any
portion of payments of interest accrued as of the redemption date, discounted to
the redemption date on a semi-annual basis, assuming a 360-day year comprised of
twelve 30-day months, at the adjusted treasury rate plus 15 basis points, plus
in each case, accrued and unpaid interest on the principal amount being redeemed
to the redemption date; PROVIDED, HOWEVER, that with respect to interest payment
that are due on or prior to the redemption date, the Company will make payments
of interest to the registered Holders of this Security at the close of business
on the Regular Record Date.
"adjusted treasury rate" means with respect to the redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the comparable treasury issue,
expressed as a percentage of its principal amount, equal to the comparable
treasury price for the redemption date.
"comparable treasury issue" means, the United States treasury security
selected by the quotation agent as having a maturity comparable to the remaining
term of this Security to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of this Security.
"comparable treasury price" means, with respect to the redemption date,
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(i) the average of the bid and asked prices for the comparable
treasury issue, expressed as a percentage of its principal amount, on the
third business day preceding the redemption date, as set forth by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for the U.S. Government Securities," or
(ii) if such release, or any successor release, is not published or
does not contain such prices on such business day, (1) the average of the
reference treasury dealer quotations for the redemption date, after
excluding the highest and lowest reference treasury dealer quotations, or
(2) if the trustee receives fewer than four reference treasury dealer
quotations for the redemption date, the average of the reference treasury
dealer quotations obtained, as determined by the quotation agent.
"quotation agent" means the reference treasury dealer appointed by the
Company.
"reference treasury dealer" means
(i) Goldman, Sachs & Co. or its successors; PROVIDED, HOWEVER, that if
any of them ceases to be a primary U.S. government securities dealer in New
York City (a "primary treasury dealer"), the Company will substitute for it
another primary treasury dealer, and
(ii) any other primary treasury dealer(s) selected by the Company.
"reference treasury dealer quotation" means, with respect to the reference
treasury dealer and the redemption date, the average, as determined by the
quotation agent, of the bid and asked prices for the comparable treasury issue,
expressed as a percentage of its principal amount, quoted in writing to the
trustee by the reference treasury dealer at 5:00 p.m. on the third business day
preceding the redemption date.
At least 30 days but not more than 60 days before the redemption date, the
Company will send notice of redemption to each holder of Securities to be
redeemed. If less than all of this Security is to be redeemed, the trustee will
select, by such method as it will deem fair and appropriate, including pro rata
or by lot, this Security to be redeemed in whole or in part.
Unless the Company defaults in payment of the redemption price, no interest
will accrue on this Security called for redemption for the period from and after
the redemption date.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series
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may be declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities of
each series at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture (other than Section 1302 and Section 1303 of the Indenture)
shall alter or impair the obligation of the Company to pay the principal and
interest on the Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 1002 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Securities Registrar, duly executed by the
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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This Global Security is exchangeable for Securities in definitive form only
under certain limited circumstances set forth in the Indenture. Securities of
this series so issued are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein set forth,
Securities of this series so issued are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW PROVISION THEREOF.
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Exhibit No. 4.3
THE ALLSTATE CORPORATION
AND
STATE STREET BANK AND TRUST COMPANY, as Trustee
-------------------------------------------------------
THIRD SUPPLEMENTAL INDENTURE TO
INDENTURE DATED NOVEMBER 25, 1996
(SUBORDINATED DEBT SECURITIES)
Dated as of July 23, 1999
-------------------------------------------------------
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THE ALLSTATE CORPORATION
THIRD SUPPLEMENTAL INDENTURE TO
INDENTURE DATED NOVEMBER 25, 1996
(SUBORDINATED DEBT SECURITIES)
THIRD SUPPLEMENTAL INDENTURE, dated as of July 23, 1999, between THE
ALLSTATE CORPORATION, a Delaware corporation (the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company, as Trustee (the
"Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture for Subordinated Debt Securities, dated as of November 25, 1996 (the
"Indenture"), providing for the issuance from time to time of series of the
Company's Securities.
On November 25, 1996, the Company executed and delivered to the Trustee a
First Supplemental Indenture to the Indenture (the "First Supplemental
Indenture"), providing for the issuance of $515,463,925 in principal amount of
7.95% Junior Subordinated Deferrable Interest Debentures, Series A, due December
31, 2026 (the "2026 Junior Debentures"). The Company issued the 2026 Junior
Debentures on November 25, 1996.
On November 27, 1996, the Company executed and delivered to the Trustee a
Second Supplemental Indenture to the Indenture (the "Second Supplemental
Indenture"), providing for the issuance of $206,186,000 in principal amount of
7.83% Junior Subordinated Deferrable Interest Debentures, Series B, due December
1, 2045 (the "2045 Junior Debentures"). The Company issued the 2045 Junior
Debentures on November 27, 1996.
Section 901(9) of the Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Indenture to correct or supplement
any provision of the Indenture, provided that such action shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect, or in the case of Securities issued to an Allstate Trust for so long as
any corresponding series of Preferred Securities issued by such Allstate Trust
shall remain outstanding, the interests of the holders of such Preferred
Securities in any material respect.
Section 904 of the Indenture provides that upon execution of any indenture
supplemental to the Indenture, the Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of the Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered under the Indenture shall be bound thereby.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
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For and in consideration of the premises, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities as follows:
ARTICLE I
Relation to Indenture; Definitions
Section 1.1. Relation to Indenture. This Third Supplemental Indenture
constitutes an integral part of the
Indenture.
Section 1.2. Definitions. For all purposes of this Third Supplemental
Indenture:
(a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of the
Indenture; and
(c) The terms "herein," "hereof," "hereunder" and other words of
similar import refer to the Indenture.
ARTICLE II
The Series of Securities
Section 2.1. Definitions.
(a) Section 101 of the Indenture shall be amended by deleting the
definition of "Company Request" and "Company Order" and replacing such
definition with the following:
"Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any two of the
following officers, provided that at least one of the signing
officers is the principal executive, principal financial or
principal accounting officer of the Company: Chairman of the
Board; Chief Executive Officer; President; Chief Operating
Officer; Chief Financial Officer; General Counsel; Treasurer;
Secretary; Controller; any Vice President; any Assistant
Treasurer; any Assistant Secretary; and any Assistant Vice
President.
(b) Section 101 of the Indenture shall be amended by deleting the
definition of "Officers' Certificate" and replacing such definition with
the following:
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"Officers' Certificate" means a certificate signed by any two of
the following officers and delivered to the Trustee, provided
that at least one of the signing officers is the principal
executive, principal financial or principal accounting officer of
the Company: Chairman of the Board; Chief Executive Officer;
President; Chief Operating Officer; Chief Financial Officer;
General Counsel; Treasurer; Secretary; Controller; any Vice
President; any Assistant Treasurer; any Assistant Secretary; and
any Assistant Vice President.
Section 2.2. Execution of Securities. Section 303 of the Indenture shall be
amended by deleting the first paragraph of such section and replacing such
paragraph with the following:
The Securities shall be executed on behalf of the Company by any
of the following officers: Chairman of the Board; Chief Executive
Officer; President; Chief Operating Officer; Chief Financial
Officer; General Counsel; Treasurer; Controller; or any Vice
President. The Securities shall be attested by the Secretary; any
Assistant Secretary; any Assistant Treasurer; any Assistant Vice
President; or any of the officers listed in the immediately
preceding sentence (other than the officer executing the
Securities on behalf of the Company). The signatures of these
officers may be manual or facsimile.
Securities executed prior to the date of the Third Supplemental
Indenture by officers authorized under the preceding paragraph
(as amended by the Third Supplemental Indenture) shall be deemed
duly executed, authenticated and delivered by the Company,
notwithstanding any other procedure regarding the execution of
securities which may have been in effect.
ARTICLE III
Miscellaneous Provisions
Section 3.1. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Third Supplemental
Indenture.
Section 3.2. Adoption, Ratification and Confirmation. The Indenture, as
supplemented and amended by this Third Supplemental Indenture,
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is in all respects hereby adopted, ratified and confirmed.
Section 3.3. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 3.4. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE AND EACH
DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
THE ALLSTATE CORPORATION
BY: /S/ EDWARD M. LIDDY
Its: Chairman, President and
Chief Executive Officer
STATE STREET BANK AND TRUST
COMPANY, as Trustee
BY: /S/ RUTH A. SMITH
Its: Vice President
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