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Exhibit No. 4.1
THE ALLSTATE CORPORATION
AND
STATE STREET BANK AND TRUST COMPANY, as Trustee
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FOURTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED NOVEMBER 25, 1996
(SUBORDINATED DEBT SECURITIES)
Dated as of June 12, 2000
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THE ALLSTATE CORPORATION
FOURTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED NOVEMBER 25, 1996
(SUBORDINATED DEBT SECURITIES)
FOURTH SUPPLEMENTAL INDENTURE, dated as of June 12, 2000, 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, and
as amended by the Third Supplemental Indenture dated as of July 23, 1999 (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 FOURTH 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:
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:
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(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 officer, principal operating officer, principal
financial officer, principal accounting officer or Treasurer 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 officer,
principal operating officer, principal financial officer, principal
accounting officer or Treasurer 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.
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 Fourth Supplemental
Indenture.
Section 3.2. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture,
as supplemented and amended by this Fourth Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
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Section 3.3. 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 3.4. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE AND
EACH DEBENTURE, BOND AND NOTE 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 Fourth
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:
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Edward M. Liddy
Chairman of the Board, President and
Chief Executive Officer
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
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Its:
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