Allstate (ALL)

(a)           The Company appoints U.S. Bank National Association, as Securities Registrar and Paying Agent with respect to the Debentures.

(b)           Notwithstanding any provision contained herein, to the extent permitted by applicable law, the Trustee may delegate its duty to provide such notices and to perform such other duties as may be required to be provided or performed by the Trustee under the Indenture, and, to the extent such obligation has been so delegated, the Trustee shall not be responsible for monitoring the compliance of, nor be liable for the default or misconduct of, any such designee.

SECTION 2.9.                        Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership.  Each Holder, by such Holder’s acceptance of the Debentures, agrees that if a Bankruptcy Event of the Company shall occur prior to the redemption or repayment of such Debentures, such Holder shall have no claim for, and thus no right to receive, any deferred interest (including compounded interest thereon) pursuant to Section 2.5 that has not been paid pursuant to Sections 2.5 and 2.6 to the extent the amount of such interest exceeds the interest that relates to the earliest two years of the portion of the Deferral Period for which interest has not been paid.

SECTION 2.10.                      Location of Payment.  Solely for the purposes of the Debentures, the first paragraph of Section 307 of the Base Indenture shall be deleted and replaced by the following:

“SECTION 307.  Payment of Interest; Interest Rights Preserved.

Payment of the principal of (and premium, if any) and interest on the Debentures will be made at the paying agent office, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register.  The office where the Debentures may be presented or surrendered for payment and the office where the Debentures may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debentures and the Indenture may be served shall be the paying agent office.”

SECTION 2.11.                      No Sinking Fund.  The Debentures shall not be subject to any sinking fund or analogous provisions.

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SECTION 2.12.                      Defeasance.  The provisions of Article Thirteen of the Base Indenture (Defeasance and Covenant Defeasance) shall apply to the Debentures.

ARTICLE III
Covenants

SECTION 3.1.                        Dividend and Other Payment Stoppages.  So long as any Debentures remain outstanding, if the Company has given notice of its election to defer interest payments on the Debentures but the related Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary of the Company to:

(a)           The Company appoints U.S. Bank National Association, as Securities Registrar and Paying Agent with respect to the Debentures.

(b)           Notwithstanding any provision contained herein, to the extent permitted by applicable law, the Trustee may delegate its duty to provide such notices and to perform such other duties as may be required to be provided or performed by the Trustee under the Indenture, and, to the extent such obligation has been so delegated, the Trustee shall not be responsible for monitoring the compliance of, nor be liable for the default or misconduct of, any such designee.

SECTION 2.9.                        Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership.  Each Holder, by such Holder’s acceptance of the Debentures, agrees that if a Bankruptcy Event of the Company shall occur prior to the redemption or repayment of such Debentures, such Holder shall have no claim for, and thus no right to receive, any deferred interest (including compounded interest thereon) pursuant to Section 2.5 that has not been paid pursuant to Sections 2.5 and 2.6 to the extent the amount of such interest exceeds the interest that relates to the earliest two years of the portion of the Deferral Period for which interest has not been paid.

SECTION 2.10.                      Location of Payment.  Solely for the purposes of the Debentures, the first paragraph of Section 307 of the Base Indenture shall be deleted and replaced by the following:

“SECTION 307.  Payment of Interest; Interest Rights Preserved.

Payment of the principal of (and premium, if any) and interest on the Debentures will be made at the paying agent office, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register.  The office where the Debentures may be presented or surrendered for payment and the office where the Debentures may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debentures and the Indenture may be served shall be the paying agent office.”

SECTION 2.11.                      No Sinking Fund.  The Debentures shall not be subject to any sinking fund or analogous provisions.

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SECTION 2.12.                      Defeasance.  The provisions of Article Thirteen of the Base Indenture (Defeasance and Covenant Defeasance) shall apply to the Debentures.