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EXHIBIT 4.12
DECLARATION OF TRUST
This Declaration of Trust, dated as of August 14, 1998, among The Allstate
Corporation, a Delaware corporation, as "Depositor," Xxxxxx X. Xxxx, State
Street Bank and Trust Company, a Massachusetts Trust Company, and Delaware
Trust Capital Management, Inc., a Delaware banking corporation, not in their
individual capacities but solely as "Trustees." The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as Allstate
Financing VI, in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. Section Section 3801 et seq. (the "Business
Trust Act"), and that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form included as Exhibit 4.13 to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
amended and restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery of any licenses, consents or approvals required by
applicable law or otherwise.
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4 . The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement (including the prospectus
and the exhibits contained therein), relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities of the Trust
and certain other securities and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including any pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
(the "Exchange") and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the Exchange; (iii) to file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws, and to obtain any permits under the
insurance laws of such jurisdictions as the Depositor, on behalf of the Trust,
may deem necessary or desirable and (iv) to execute on behalf of the Trust one
or more Underwriting Agreements with one or more underwriters relating to the
offering of the Preferred Securities. In the event that any filing referred to
in clauses (i) through (iii) above is required by the rules and regulations of
the Commission, the Exchange or any other national stock exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, in their capacities as Trustees of the Trust, then the Trustees are
hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that each
of State Street Bank and Trust Company and Delaware Trust Capital Management,
Inc., in its capacity as Trustee of the Trust, shall not be required to join in
any such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the Exchange or any
other national stock exchange or state securities or blue sky laws. In
connection with all of the foregoing, the Depositor and each Trustee, solely in
its capacity as Trustee of the Trust, hereby constitutes and appoints Xxxxx X.
Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, XX, Xxxxxx X. Xxxx and Xxxxx X.
Xxxx, and each of them, as his or its, as the case may be, true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
Depositor or in the Depositor's name, place and stead, in any and all
capacities,
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to sign any and all amendments (including post-effective amendments) to the
1933 Act Registration Statement and the 1934 Act Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their respective substitute or substitutes, shall do or cause to be
done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the foregoing,
the Depositor is entitled to appoint or remove without cause any Trustee at any
time. A Trustee may resign upon 30 days' prior notice to the Depositor.
7. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be executed as of the day and year first above written.
THE ALLSTATE CORPORATION,
as Depositor
By: /s/ Xxxxxx X. Xxxxxx, XX
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Name: Xxxxxx X. Xxxxxx, XX
Title: Vice President and Chief
Financial Officer
Xxxxxx X. Xxxx, not in his individual
capacity but solely as Trustee
/s/ Xxxxxx X. Xxxx
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STATE STREET BANK
AND TRUST COMPANY, not in its
individual capacity but solely as Trustee
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
DELAWARE TRUST CAPITAL
MANAGEMENT, INC., not in its
individual capacity but solely as Trustee
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
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