Allstate (ALL)

REVERSE OF GLOBAL CERTIFICATE

This Global Certificate is one of the Global Certificates in respect of a duly authorized issue of Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures of the Company (the “Debentures”), issued under a Subordinated Indenture, dated as of November 25, 1996 (the “Base Indenture”), between the Company and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”), as amended and supplemented by (i) the Third Supplemental Indenture, dated as of July 23, 1999 (the “Third Supplemental Indenture”), (ii) the Fourth Supplemental Indenture, dated as of June 12, 2000 (the “Fourth Supplemental Indenture”), and (iii) the Sixth Supplemental Indenture, dated as of May 10, 2007 (the “Sixth Supplemental Indenture” and together with the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), between the Company and the Trustee, to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered.

All terms used in this Global Certificate which are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Debentures shall be redeemable at the option of the Company in accordance with the terms of the Indenture.  In particular, the Debentures are redeemable at the option of the Company (a) in whole or in part, at any time, prior to May 15, 2017, in cases not involving a Tax Event or Rating Agency Event, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to the Redemption Date or (ii) the applicable Make-Whole Redemption Price; (b) in whole, but not in part, at any time prior to May 15, 2017, within 90 days following the occurrence and during the continuation of a Tax Event or a Rating Agency Event, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to the Redemption Date or (ii) the applicable Make-Whole Redemption Price; and (c) in whole or in part, at any time on or after May 15, 2017, a Redemption Price equal to 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to the Redemption Date; provided that if the Debentures are not redeemed in whole, the Company may not affect such redemption unless at least $25 million aggregate principal amount of the Debentures, excluding any Debentures held by the Company or any of its affiliates, remains outstanding after giving effect to such redemption.

No sinking fund is provided for the Debentures.

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness on the Debentures upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the

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Securities, with the consent of the Holders of not less than a majority in principal amount of the Debentures to be affected by such supplemental indenture.  The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, 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 Debentures shall be conclusive and binding upon such Holder and upon all future Holders of Debentures and of any Security Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon such Security Certificate.

As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Debentures at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the entire principal amount and all accrued but unpaid interest in respect of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that the payment of principal and interest (including any Additional Interest, subject to applicable law) on such Debentures shall remain subordinated to the extent provided in Article Seven of the Sixth Supplemental Indenture.

No reference herein to the Indenture and no provision of the Debentures or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on the Debentures at the times, place and rate or rates, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Debentures is registrable in the Securities Register, upon surrender of this Global Certificate for registration of transfer at the office or agency of the Company maintained under Section 1002 of the Base 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 attorney duly authorized in writing, and thereupon one or more new Securities Certificates, 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 Global Certificate for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name the Debentures represented hereby are registered as the owner hereof for all purposes, whether or not the Debentures be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Debentures are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples of $1,000 in excess thereof.

THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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REVERSE OF GLOBAL CERTIFICATE

This Global Certificate is one of the Global Certificates in respect of a duly authorized issue of Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures of the Company (the “Debentures”), issued under a Subordinated Indenture, dated as of November 25, 1996 (the “Base Indenture”), between the Company and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”), as amended and supplemented by (i) the Third Supplemental Indenture, dated as of July 23, 1999 (the “Third Supplemental Indenture”), (ii) the Fourth Supplemental Indenture, dated as of June 12, 2000 (the “Fourth Supplemental Indenture”), and (iii) the Fifth Supplemental Indenture, dated as of May 10, 2007 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), between the Company and the Trustee, to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered.

All terms used in this Global Certificate which are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Debentures shall be redeemable at the option of the Company in accordance with the terms of the Indenture.  In particular, the Debentures are redeemable at the option of the Company (a) in whole or in part, at any time, prior to May 15, 2037, in cases not involving a Tax Event or Rating Agency Event, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to the Redemption Date or (ii) the applicable Make-Whole Redemption Price; (b) in whole, but not in part, at any time prior to May 15, 2037, within 90 days following the occurrence and during the continuation of a Tax Event or a Rating Agency Event, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to the Redemption Date or (ii) the applicable Make-Whole Redemption Price; and (c) in whole or in part, at any time on or after May 15, 2037, a Redemption Price equal to 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to the Redemption Date; provided that if the Debentures are not redeemed in whole, the Company may not affect such redemption unless at least $25 million aggregate principal amount of the Debentures, excluding any Debentures held by the Company or any of its affiliates, remains outstanding after giving effect to such redemption.

No sinking fund is provided for the Debentures.

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness on the Debentures upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the

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Securities, with the consent of the Holders of not less than a majority in principal amount of the Debentures to be affected by such supplemental indenture.  The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, 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 Debentures shall be conclusive and binding upon such Holder and upon all future Holders of Debentures and of any Security Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon such Security Certificate.

As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Debentures at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the entire principal amount and all accrued but unpaid interest in respect of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that the payment of principal and interest (including any Additional Interest, subject to applicable law) on such Debentures shall remain subordinated to the extent provided in Article Seven of the Fifth Supplemental Indenture.

No reference herein to the Indenture and no provision of the Debentures or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on the Debentures at the times, place and rate or rates, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Debentures is registrable in the Securities Register, upon surrender of this Global Certificate for registration of transfer at the office or agency of the Company maintained under Section 1002 of the Base 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 attorney duly authorized in writing, and thereupon one or more new Securities Certificates, 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 Global Certificate for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name the Debentures represented hereby are registered as the owner hereof for all purposes, whether or not the Debentures be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Debentures are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples of $1,000 in excess thereof.

THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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