Allstate (ALL)

Series A 6.50 % Fixed-to-Floating Rate Junior Subordinated Debentures due 2067

No. 1

CUSIP No. 020002 AU5

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 THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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.

The Allstate Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture, as defined on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of Five-Hundred Million Dollars ($500,000,000) as may be revised from time to time on Schedule I hereto and all accrued and unpaid interest thereon on May 15, 2057, or if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”) or any subsequent Interest Payment Date (as hereafter defined) to the extent set forth in the Indenture.  If that amount is not paid in full on the Scheduled Maturity Date or any subsequent Interest Payment Date, the remaining amount, if any, together with accrued and unpaid interest, will be due and payable on May 15, 2067, or if such day is not a Business Day, the following Business Day (the “Final Maturity Date”).

The Company further promises to pay interest on said principal sum from and including May 10, 2007, or from and including the most recent interest payment date on which interest has been paid or duly provided for, semi-annually (subject to deferral as set forth herein) in arrears

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on May 15 and November 15 of each year, commencing November 15, 2007, at the rate of 6.50% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) to but excluding May 15, 2037 (each such date, a “Semi-Annual Interest Payment Date”), and, from and including May 15, 2037, to pay interest on said outstanding principal sum quarterly (subject to deferral as set forth herein) in arrears on February 15, May 15, August 15, and November 15 of each year (each such date, a “Quarterly Interest Payment Date” and, together with the Semi-Annual Interest Payment Dates, each, an “Interest Payment Date”), commencing on August 15, 2037, at a floating annual rate equal to Three-Month LIBOR plus 2.12% (computed on the basis of a 360-day year and the actual number of days elapsed), until the principal hereof shall have become due and payable, plus Additional Interest, if any, subject to applicable law, until the principal hereof is paid or duly provided for or made available for payment.  Accrued interest that is not paid on the applicable Interest Payment Date, including interest deferred pursuant to Section 2.5 of the Fifth Supplemental Indenture, will bear Additional Interest, to the extent permitted by law, at the interest rate in effect from time to time, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date.  In the event that any Semi-Annual Interest Payment Date on which interest is payable on the Debentures is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and, in the case of payments on or prior to May 15, 2037, without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.  In the event that any Quarterly Interest Payment Date on which interest is payable on the Debentures is not a Business Day, then a payment of the interest payable on such date shall be postponed to the next succeeding day that is a Business Day, provided that if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day, and interest will accrue to but excluding the date that interest is actually paid.  A “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or (iii) a day on which the corporate trust office of the Trustee, is closed for business, and, on or after May 15, 2037, a day which is not a London Banking Day.

The interest 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 the Debentures (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest installment, which shall be May 1 or November 1, as the case may be, immediately preceding such Interest Payment Date until May 15, 2037 (whether or not a Business Day), and the 15th day preceding the Relevant Interest Payment Date after May 15, 2037.  Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Debentures represented hereby (or one or more Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

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So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time or from time to time during the term of the Debentures to defer payment of interest on the Debentures for one or more consecutive interest payment periods that do not exceed 10 successive years, during which Deferral Periods the Company shall have the right, subject to Sections 2.5 and 2.6 of the Fifth Supplemental Indenture, to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law); provided, however, that no Deferral Period shall extend beyond the earlier of: (A) the Final Maturity Date, (B) the repayment or redemption in full of the Debentures, and (C) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(i) of the Fifth Supplemental Indenture).  Upon the termination of any Deferral Period and upon the payment of all deferred interest then due, the Company may elect to begin a new Deferral Period, subject to the above requirements.  Deferred interest on the Security will bear interest at the then applicable interest rate, compounded on each Interest Payment Date, subject to applicable law.  Additional limitations may apply, pursuant to Section 3.2 of the Fifth Supplemental Indenture, if any Deferral Period lasts longer than one year.

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: (i) declare or pay any dividends or distributions, or redeem, purchase, acquire or make a liquidation payment with respect to any shares of the Company’s capital stock, (ii) make any payment of principal of, or interest or premium, if any, on or repay, purchase or redeem any debt securities of the Company that rank upon the Company’s liquidation on a parity with the Debentures (including the Debentures, the “