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These excerpts taken from the ALL 8-K filed May 10, 2007. Pari Passu Securties”),
or junior in interest to the Debentures or (iii) make any payments under any
guarantee issued by the Company of the securities of any Subsidiary if the
guarantee ranks upon liquidation on a parity with or junior to the Debentures
(other than: (a) any purchase, redemption or other acquisition of shares of the
Company’s capital stock in connection with: (1) any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more of its employees, officers, directors, consultants or independent
contractors, (2) the satisfaction of the Company’s obligations pursuant to any
contract entered into in the ordinary course of business prior to the beginning
of the applicable Deferral Period, (3) a dividend reinvestment or shareholder
purchase plan, or (4) the issuance of the Company’s capital stock, or
securities convertible into or exercisable for such capital stock, as
consideration in an acquisition transaction entered into prior to the
applicable Deferral Period, (b) any exchange, redemption or conversion of any
class or series of the Company’s capital stock, or the capital stock of one of
its Subsidiaries, for any other class or series of its capital stock, or of any
class or series of its indebtedness for any class or series of its capital
stock, (c) any purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the securities being converted or exchanged, (d) any declaration of a
dividend in connection with any shareholder rights plan, or the issuance of
rights, stock or other property under any shareholder rights plan, or the
redemption or purchase of rights pursuant thereto, (e) any dividend in the form
of stock, warrants, options or other rights where the dividend stock or stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks equally with or
junior to such stock, (f) any payment of
3 current or deferred interest on Pari Passu Securities that is made pro rata to the amounts due on such Pari Passu Securities (including the Debentures); provided that such payments are made in accordance with Section 2.6(c) of the Sixth Supplemental Indenture to the extent it applies, and any payments of deferred interest on Pari Passu Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Pari Passu Securities; or (g) any payment of principal in respect of Pari Passu Securities having the same scheduled maturity date as the Debentures, as required under a provision of such other Pari Passu Securities that is substantially the same as the provisions in Section 2.2 of the Sixth Supplemental Indenture, and that is made on a pro rata basis among one or more series of Pari Passu Securities (including the Debentures) having such a provision. In addition, if any Deferral Period lasts longer than one year, the restrictions on the Company’s ability to redeem or purchase any of its Qualifying APM Securities or any of its securities that on its bankruptcy or liquidation rank pari passu or junior to such Qualifying APM Securities will continue until the first anniversary of the date on which all deferred interest on the Debentures has been paid. The Company shall give written notice of its election to begin or extend any Deferral Period, to the Trustee and the Holders of the Debentures at least one Business Day and not more than sixty Business Days before the next Interest Payment Date. Notice of the Company’s election of a Deferral Period shall be given to the Trustee and each Holder of Debentures at such Holder’s address appearing in the Security Register by first-class mail, postage prepaid. Payment of the principal of (and premium, if any) and interest on the Debentures will be made 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 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 the bank account number as may be designated by the Person entitled thereto as specified in the Securities Register in writing not less than ten days before the relevant Interest Payment Date. The indebtedness evidenced by this Global Certificate in respect of the Debentures is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness. Each Holder of Debentures, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. The Company and, by acceptance of the Debentures or a beneficial interest in the Debentures, each Holder hereof and any person acquiring a beneficial interest herein, agree to treat the Debentures as indebtedness for United States federal, state and local tax purposes and all payments made thereunder as payments made in respect of indebtedness. 4 Reference is hereby made to the further provisions of the Debentures 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, the Debentures represented by this Global Certificate shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: May 10, 2007 THE ALLSTATE CORPORATION,
CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: May 10, 2007 U.S. BANK NATIONAL
ASSOCIATION,
6 Pari Passu Securties”),
or junior in interest to the Debentures or (iii) make any payments under any
guarantee issued by the Company of the securities of any Subsidiary if the
guarantee ranks upon liquidation on a parity with or junior to the Debentures
(other than: (a) any purchase, redemption or other acquisition of shares of the
Company’s capital stock in connection with: (1) any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more of its employees, officers, directors, consultants or independent
contractors, (2) the satisfaction of the Company’s obligations pursuant to any
contract entered into in the ordinary course of business prior to the beginning
of the applicable Deferral Period, (3) a dividend reinvestment or shareholder
purchase plan, or (4) the issuance of the Company’s capital stock, or
securities convertible into or exercisable for such capital stock, as
consideration in an acquisition transaction entered into prior to the
applicable Deferral Period, (b) any exchange, redemption or conversion of any
class or series of the Company’s capital stock, or the capital stock of one of
its Subsidiaries, for any other class or series of its capital stock, or of any
class or series of its indebtedness for any class or series of its capital
stock, (c) any purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the securities being converted or exchanged, (d) any declaration of a
dividend in connection with any shareholder rights plan, or the issuance of
rights, stock or other property under any shareholder rights plan, or the
redemption or purchase of rights pursuant thereto, (e) any dividend in the form
of stock, warrants, options or other rights where the dividend stock or stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks equally with or
junior to such stock, (f) any payment of
3 current or deferred interest on Pari Passu Securities that is made pro rata to the amounts due on such Pari Passu Securities (including the Debentures); provided that such payments are made in accordance with Section 2.6(c) of the Fifth Supplemental Indenture to the extent it applies, and any payments of deferred interest on Pari Passu Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Pari Passu Securities; or (g) any payment of principal in respect of Pari Passu Securities having the same scheduled maturity date as the Debentures, as required under a provision of such other Pari Passu Securities that is substantially the same as the provisions in Section 2.2 of the Fifth Supplemental Indenture, and that is made on a pro rata basis among one or more series of Pari Passu Securities (including the Debentures) having such a provision. In addition, if any Deferral Period lasts longer than one year, the restrictions on the Company’s ability to redeem or purchase any of its Qualifying APM Securities or any of its securities that on its bankruptcy or liquidation rank pari passu or junior to such Qualifying APM Securities will continue until the first anniversary of the date on which all deferred interest on the Debentures has been paid. The Company shall give written notice of its election to begin or extend any Deferral Period, to the Trustee and the Holders of the Debentures at least one Business Day and not more than sixty Business Days before the next Interest Payment Date. Notice of the Company’s election of a Deferral Period shall be given to the Trustee and each Holder of Debentures at such Holder’s address appearing in the Security Register by first-class mail, postage prepaid. Payment of the principal of (and premium, if any) and interest on the Debentures will be made 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 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 the bank account number as may be designated by the Person entitled thereto as specified in the Securities Register in writing not less than ten days before the relevant Interest Payment Date. The indebtedness evidenced by this Global Certificate in respect of the Debentures is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness. Each Holder of Debentures, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. The Company and, by acceptance of the Debentures or a beneficial interest in the Debentures, each Holder hereof and any person acquiring a beneficial interest herein, agree to treat the Debentures as indebtedness for United States federal, state and local tax purposes and all payments made thereunder as payments made in respect of indebtedness. 4 Reference is hereby made to the further provisions of the Debentures 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, the Debentures represented by this Global Certificate shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: May 10, 2007 THE ALLSTATE CORPORATION,
CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: May 10, 2007 U.S. BANK NATIONAL
ASSOCIATION,
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