1
Exhibit 4.3
================================================================================
THE ALLSTATE CORPORATION
TO
STATE STREET BANK AND TRUST COMPANY, as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 25, 1996
7.95% Junior Subordinated Deferrable Interest Debentures,
Series A
================================================================================
2
TABLE OF CONTENTS
PAGE
----
ARTICLE I
Relation to Indenture; Definitions
Section 1.1. . . . . . . . . . . . . . . . . . . . 3
Section 1.2. . . . . . . . . . . . . . . . . . . . 3
ARTICLE II
The Series of Securities
Section 2.1. Title of the Securities . . . . . . 3
Section 2.2. Limitation on Aggregate Princi-
pal Amount; Date of Securities. . . 3
Section 2.3. Principal Payment Date. . . . . . . 4
Section 2.4. Interest and Interest Rates . . . . 4
Section 2.5. Extension of Interest Payment
Period. . . . . . . . . . . . . . . 5
Section 2.6. Place of Payment. . . . . . . . . . 7
Section 2.7. Redemption. . . . . . . . . . . . . 7
Section 2.8. Exchange. . . . . . . . . . . . . . 7
Section 2.9. Denomination. . . . . . . . . . . . 8
Section 2.10. Currency. . . . . . . . . . . . . . 8
Section 2.11. Form of Securities. . . . . . . . . 8
Section 2.12. Securities Registrar and Paying
Agent . . . . . . . . . . . . . . . 8
Section 2.13. Sinking Fund Obligations. . . . . . 8
ARTICLE III
Expenses
Section 3.1. Payment of Expenses . . . . . . . . 8
Section 3.2. Payment Upon Resignation or
Removal . . . . . . . . . . . . . . 9
ARTICLE IV
Covenant to List on Exchange
Section 4.1 Listing on an Exchange. . . . . . . 9
i
3
PAGE
----
ARTICLE V
Miscellaneous Provisions
Section 5.1. Trustee Not Responsible for
Recitals. . . . . . . . . . . . . . 10
Section 5.2. . . . . . . . . . . . . . . . . . . . 10
Section 5.3. . . . . . . . . . . . . . . . . . . . 10
Section 5.4. . . . . . . . . . . . . . . . . . . . 10
ii
4
THE ALLSTATE CORPORATION
FIRST SUPPLEMENTAL INDENTURE
$515,463,925
7.95% Junior Subordinated Deferrable Interest Debentures,
Series A
FIRST SUPPLEMENTAL INDENTURE, dated as of November 25, 1996,
between THE ALLSTATE CORPORATION, a Delaware Corporation (the "Company"), and
STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws
of the Commonwealth of Massachusetts, as Trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the
Trustee an Indenture for Subordinated Debt Securities, dated as of November 25,
1996 (the "Indenture"), providing for the issuance from time to time of series
of the Company's Securities.
Section 301 of the Indenture provides for various matters with
respect to any series of Securities issued under the Indenture to be
established in an indenture supplemental to the Indenture.
Section 901(7) of the Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the issuance of
the series of Securities provided for herein, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities of such
series, as follows:
2
5
ARTICLE I
Relation to Indenture; Definitions
Section 1.1 This First Supplemental Indenture constitutes an
integral part of the Indenture.
Section 1.2 For all purposes of this First Supplemental
Indenture:
(a) Capitalized terms used herein without definition
shall have the meanings specified in the Indenture or in the Amended and
Restated Declaration of Trust, dated as of November 25, 1996 (the
"Declaration"), of Allstate Financing I, among the Company, as Depositor, State
Street Bank and Trust Company, as Property Trustee, Delaware Trust Capital
Management, Inc., as Delaware Trustee, and the Regular Trustees named therein,
as the case may be;
(b) All references herein to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles and Sections
of this First Supplemental Indenture; and
(c) The terms "herein", "hereof", "hereunder" and
other words of similar import refer to this First Supplemental Indenture.
ARTICLE II
The Series of Securities
Section 2.1 Title of the Securities. There shall be a series
of Securities designated the "7.95% Junior Subordinated Deferrable Interest
Debentures, Series A" (the "Securities").
Section 2.2 Limitation on Aggregate Principal Amount; Date of
Securities. The aggregate principal amount of the Securities shall be limited
to $515,463,925, plus up to an additional $77,319,600 aggregate principal
amount of the Securities in the event that the over-allotment option, as
provided for in the Underwriting Agreement, is exercised; provided, however,
that the authorized aggregate principal amount of the Securities may be
increased above such amount by a Board Reso-
3
6
lution to such effect. Each Security shall be dated the date of its
authentication.
Section 2.3 Principal Payment Date. The principal amount of
the Securities Outstanding (together with any accrued and unpaid interest
(including any Additional Interest thereon, if any) shall be payable in a
single installment on December 31, 2026, which date shall be the Stated
Maturity of the Securities Outstanding; provided that the Company may (i)
shorten the Stated Maturity at any time at the election of the Company, which
shortened Stated Maturity shall in no event be earlier than November 25, 2001
and (ii) extend the Stated Maturity at any time at the election of the Company
subject to certain conditions specified in Section 314 of the Indenture, which
extended Stated Maturity shall in no event be later than December 31, 2045.
Section 2.4 Interest and Interest Rates. The rate of
interest on each Security shall be 7.95% per annum, accruing from November 25,
1996, or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
quarterly (subject to Section 2.5) in arrears on March 31, June 30, September
30 and December 31 of each year commencing December 31, 1996, at the rate of
7.95% per annum, until the principal hereof shall have become due and payable,
until the principal hereof is paid or duly provided for or made available for
payment and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of 7.95% per annum, compounded
quarterly. The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year of twelve 30-day months. The amount
of interest payable for any partial period shall be computed on the basis of
the actual number of days elapsed in a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Security is not
a Business Day, then payment of interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
4
7
as if made on such date. A "Business Day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not (i) a day on which banking
institutions in the City of New York or Chicago, Illinois are authorized or
required by law or executive order to close or (ii) a day on which the
Corporate Trust Office of the Trustee or the principal office of the Property
Trustee under the Declaration hereinafter referred to for Allstate Financing I,
is closed for business. The interest installment 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 this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment, which shall be the close of
business on the Business Day next preceding such Interest Payment Date. The
Regular Record Date for the Securities shall be the close of business on the
Business Day next preceding the applicable Interest Payment Date; provided that
if the Securities are no longer represented by a Global Security, the Regular
Record Date shall be the 15th day of the month in which an Interest Payment
Date is scheduled. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice whereof shall be given to the
Holders of this series of Securities 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
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Section 2.5 Extension of Interest Payment Period. So long as
no Event of Default has occurred and is continuing, the Company shall have the
right at any time during the term of the Securities of this series from time to
time, to defer the payment of interest on such Securities for up to 20
consecutive quarters with respect to each deferral period (each an "Extension
Period"), during which periods interest will compound quarterly and the Company
shall have the right to make
5
8
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, if any, to the extent permitted by applicable
law); provided that during any such Extension Period, the Company shall not,
and shall not permit any Subsidiary to, (a) declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of the Company's capital stock or (b)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities (including guarantees) issued by the
Company (including other Securities of any series) that rank pari passu with or
junior in interest to such Securities (other than (i) dividends or
distributions in common stock of the Company, (ii) redemptions or repurchases
of any rights, or the declaration of a dividend of any rights, or the issuance
of any security under any future rights plan of the Company, (iii) purchases or
acquisitions of shares of common stock in connection with the satisfaction by
the Company of its obligations under any benefit plans for its or its
Subsidiaries' directors, officers, employees or independent contractors, (iv)
as a result of a reclassification of the Company's capital stock or the
exchange or conversion of one class or series of the Company's capital stock
for another class or series of the Company's capital stock or (v) the purchase
of fractional interests in shares of the Company's capital stock pursuant to
the conversion or exchange provisions of such capital stock of the Company or
the security being converted or exchanged) or make any guarantee payments with
respect to the foregoing. Prior to the termination of any such Extension
Period, the Company may further extend such Extension Period, provided that
such Extension Period together with all such previous and further extensions
thereof shall not exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Securities of this series. Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid interest and
any Additional Interest then due on any Interest Payment Date, the Company may
commence a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holders of the Securities of this series
and the Trustee notice of its election to begin any such Exten-
6
9
sion Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on the Securities would be payable but for such
deferral or, so long as the Securities are held by the Trust prior to the
earlier of (i) the next succeeding date on which the Distributions on the
Preferred Securities are payable or (ii) the date the Regular Trustees are
required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.
Section 2.6 Place of Payment. The Place of Payment where the
Securities may be presented or surrendered for payment, where the Securities
may be surrendered for registration of transfer or exchange and where notices
and demand to or upon the Company in respect of the Securities and the
Indenture may be served shall be the Corporate Trust Office of the Trustee.
Section 2.7 Redemption. On or after November 25, 2001, the
Company may at any time, at its option, subject to the terms and conditions of
Article Eleven of the Indenture, redeem this Security in whole at any time or
in part from time to time, without premium or penalty, at a redemption price
equal to 100% of the principal amount thereof plus accrued and unpaid interest,
including Additional Interest, if any, to the date fixed for redemption.
If a Special Event in respect of Allstate Financing I shall
occur and be continuing, the Company may, at its option, redeem this Security
at any time within 90 days of the occurrence of such Special Event, in whole
but not in part, subject to the provisions of Section 1108 and the other
provisions of Article Eleven of the Indenture. The redemption price for any
Security so redeemed shall be equal to 100% of the principal amount thereof
plus accrued and unpaid interest, including Additional Interest, if any, to the
date fixed for redemption.
Section 2.8 Exchange. At any time, the Company may terminate
Allstate Financing I and cause the Securities to be distributed to holders of
the Trust Securities in liquidation of Allstate Financing I.
7
10
Section 2.9 Denomination. The Securities of this series
shall be issuable only in registered form without coupons and in denominations
of $25 and integral multiples thereof.
Section 2.10 Currency. Principal and interest on the
Securities shall be payable in such coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts.
Section 2.11 Form of Securities. The Securities shall be
substantially in the form attached as Exhibit A hereto.
Section 2.12 Securities Registrar and Paying Agent. The
Trustee shall serve initially as Securities Registrar and Paying Agent.
Section 2.13 Sinking Fund Obligations. The Company has no
obligation to redeem or purchase any Securities pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.
ARTICLE III
Expenses
Section 3.1 Payment of Expenses. In connection with the
offering, sale and issuance of the Securities and in connection with the sale
of the Trust Securities by the Trust, the Company, in its capacity as borrower
with respect to the Securities, shall:
(a) pay all costs and expenses relating to the
offering, sale and issuance of the Securities, including commissions to the
underwriters payable pursuant to the Underwriting Agreement and the Pricing
Agreement and compensation and expenses of the Trustee under the Indenture in
accordance with the provisions of Section 607 of the Indenture;
(b) pay all costs and expenses of the Trust
(including, but not limited to, costs and expenses relating to the organization
of the Trust, the offering, sale and issuance of the Trust Securities
(including
8
11
commissions to the underwriters in connection therewith), the fees and expenses
of the Property Trustee and the Delaware Trustee, the costs and expenses
relating to the operation of the Trust, including without limitation, costs and
expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment,
paying agent(s), registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and expenses incurred
in connection with the acquisition, financing, and disposition of Trust
assets);
(c) be primarily and fully liable for any
indemnification obligations arising with respect to the Declaration; and
(d) pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.
Section 3.2 Payment Upon Resignation or Removal. Upon
termination of this First Supplemental Indenture or the Indenture or the
removal or resignation of the Trustee, unless otherwise stated, the Company
shall pay to the Trustee all amounts accrued to the date of such termination,
removal or resignation. Upon termination of the Declaration or the removal or
resignation of the Delaware Trustee or the Property Trustee, as the case may
be, pursuant to Section 5.7 of the Declaration, the Company shall pay to the
Delaware Trustee or the Property Trustee, as the case may be, all amounts
accrued to the date of such termination, removal or resignation.
ARTICLE IV
Covenant to List on Exchange
Section 4.1 Listing on an Exchange. If the Securities are to
be issued as a Global Security in connection with the distribution of the
Securities to the holders of the Preferred Securities issued by the Trust, the
Company will use its best efforts to list such Securities on the New York Stock
Exchange, Inc. or on such other exchange as the Preferred Securities are then
listed.
9
12
ARTICLE V
Miscellaneous Provisions
Section 5.1 Trustee Not Responsible for Recitals. The
recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this First
Supplemental Indenture.
Section 5.2 The Indenture, as supplemented and amended by
this First Supplemental Indenture, is in all respects hereby adopted, ratified
and confirmed.
Section 5.3 This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 5.4 THIS FIRST SUPPLEMENTAL INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
10
13
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, on the date or dates indicated in
the acknowledgements and as of the day and year first above written.
THE ALLSTATE CORPORATION
By/s/ Xxxxx X. Xxxx
-------------------------
Name: Xxxxx X. Xxxx
Title: Vice President and
Treasurer
Attest:
By:/s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By/s/ Xxxxx X. Seemore
-------------------------
Name: Xxxxx X. Seemore
Title: Assistant Vice
President
14
(FORM OF FACE OF SECURITY)
[IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT - 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 of a
Depositary. This Security is exchangeable for Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Security
(other than a transfer of this Security as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.
Unless this Security is presented by an authorized
representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx) 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.]
Certificate No. $________
CUSIP No.
THE ALLSTATE CORPORATION
7.95% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES,
Series A
THE ALLSTATE CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________ or registered assigns, the principal sum of __________($__________)
on December 31, 2026; provided that the Company may (i) shorten the maturity
date at any time at the election of the Company, which shortened maturity date
shall in no event be earlier than November
A-1
15
25, 2001 and (ii) extend the maturity date at any time at the election of the
Company subject to certain conditions specified in Section 314 of the
Indenture, which extended maturity date shall in no event be later than
December 31, 2045. The Company further promises to pay interest on said
principal sum from November 25, 1996, or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on March 31, June 30, September 30 and December 31 of each year
commencing December 31, 1996, at the rate of 7.95% per annum, until the
principal hereof shall have become due and payable, until the principal hereof
is paid or duly provided for or made available for payment and on any overdue
principal and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the rate of 7.95% per annum, compounded quarterly. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of interest payable for any
partial period shall be computed on the basis of the number of actual days
elapsed in a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on this Security is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. A "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not (i) a day on which banking institutions in the
City of New York or Chicago, Illinois are authorized or required by law or
executive order to close or (ii) a day on which the Corporate Trust Office of
the Trustee or the principal office of the Property Trustee under the
Declaration hereinafter referred to for Allstate Financing I, is closed for
business. The interest installment 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 this Security (or one or more Predecessor
Securities) is registered at the close
A-2
16
of business on the Regular Record Date for such interest installment, which
shall be the close of business on the Business Day next preceding such Interest
Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE SECURITIES
ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be the close of
business on the 15th business day next preceding such Interest Payment Date.]
Any such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date to be fixed by the Trustee for the payment of such
Defaulted Interest, notice whereof shall be given to the Holders of this series
of Securities 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 Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.
The principal of and the interest on this Security shall be
payable 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 that
at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the registered Holder at such address as shall
appear in the Security Register. Notwithstanding the foregoing, so long as the
Holder of this Security is the Property Trustee, the payment of the principal
of and interest on this Security will be made at such place and to such account
as may be designated by the Property Trustee.
The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his or her behalf to
take such action as may be nec-
A-3
17
xxxxxx or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
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.
Reference is hereby made to the further provisions of this
Security 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,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
A-4
18
IN WITNESS WHEREOF, the Company has caused this instrument to
be executed.
THE ALLSTATE CORPORATION
By:
Name:
Title:
Attest:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
Dated:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By_________________________________________
Authorized Signatory
A-5
19
(FORM OF REVERSE OF SECURITY)
This Security is one of a duly authorized issue of securities
of the Company, designated as its 7.95% Junior Subordinated Deferrable Interest
Debentures, Series A (herein referred to as the "Securities"), issued under and
pursuant to an Indenture, dated as of November 25, 1996 between the Company and
State Street Bank and Trust Company, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), as supplemented
by the First Supplemental Indenture, dated as of November 25, 1996, between the
Company and the Trustee (the Indenture as so supplemented, the "Indenture"), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
All terms used in this Security that are defined in the
Indenture or in the Amended and Restated Declaration, dated as of November 25,
1996 (the "Declaration"), of Allstate Financing I, among The Allstate
Corporation, as Depositor, and the Trustees named therein, shall have the
meanings assigned to them in the Indenture or the Declaration, as the case may
be.
So long as no Event of Default has occurred and is continuing,
the Company shall have the right at any time during the term of this Security
from time to time, to defer the payment of interest on such Security for up to
20 consecutive quarters with respect to each deferral period (each an
"Extension Period"), during which periods interest will compound quarterly and
the Company shall have the right 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 that during any such
Extension Period, the Company shall not, and shall not permit any Subsidiary
to, (a) declare or pay any dividend on, make any distributions with respect to,
or redeem, purchase or make a liquidation payment with respect to, any of the
Company's capital stock or (b) make any payment of principal, interest or
premium,
A-6
20
if any, on or repay, repurchase or redeem any debt securities (including
guarantees) issued by the Company (including other Securities of any series)
that rank pari passu with or junior in interest to such Securities (other than
(i) dividends or distributions in common stock of the Company, (ii) redemptions
or repurchases of any rights, or the declaration of a dividend of any rights,
or the issuance of any security under any future rights plan of the Company,
(iii) purchases or acquisitions of shares of common stock in connection with
the satisfaction by the Company of its obligations under any benefit plans for
its or its Subsidiaries' directors, officers, employees or independent
contractors, (iv) as a result of a reclassification of the Company's capital
stock or the exchange or conversion of one class or series of the Company's
capital stock for another class or series of the Company's capital stock or (v)
the purchase of fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital stock of the
Company or the security being converted or exchanged) or make any guarantee
payments with respect to the foregoing. Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period,
provided that such Extension Period together with all such previous and further
extensions thereof shall not exceed 20 consecutive quarters or extend beyond
the Maturity of this Security. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may
commence a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holders of the Securities of this series
and the Trustee notice of its election to begin any such Extension Period at
least one Business Day prior to the next succeeding Interest Payment Date on
which interest on the Securities would be payable but for such deferral or, so
long as the Securities are held by the Trust prior to the earlier of (i) the
next succeeding date on which the Distributions on the Preferred Securities are
payable or (ii) the date the Regular Trustees are required to give notice to
the New York Stock Exchange or other applicable self-regulatory organization or
to holders of such Preferred Securities of the record date or the date such
Distributions are pay-
A-7
21
able, but in any event not less than one Business Day prior to such record
date.
On or after November 25, 2001, the Company may at any time, at
its option, subject to the terms and conditions of Article Eleven of the
Indenture, redeem this Security in whole at any time or in part from time to
time, without premium or penalty, at a redemption price equal to 100% of the
principal amount thereof plus accrued and unpaid interest, including Additional
Interest, if any, to the date fixed for redemption.
If a Special Event in respect of Allstate Financing I shall
occur and be continuing, the Company may, at its option, redeem this Security
at any time within 90 days of the occurrence of such Special Event, in whole
but not in part, subject to the provisions of Section 1108 and the other
provisions of Article Eleven of the Indenture. The redemption price for any
Security so redeemed shall be equal to 100% of the principal amount thereof
plus accrued and unpaid interest, including Additional Interest, if any, to the
date fixed for redemption.
In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the
A-8
22
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, 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 this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security 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 this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal and interest
on the Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 1002
of the 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 or her attorney duly authorized in
writing, and thereupon one or more new Securities of this series, 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 Security for registration of
transfer, the Company, the Trustee and any agent of this Company or the Trustee
may treat the Person in whose name this Security is registered as the
A-9
23
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
[The Securities of this series are issuable only in registered
form without coupons in denominations of $25 and any integral multiple
thereof.] [This Global Security is exchangeable for Securities in definitive
form only under certain limited circumstances set forth in the Indenture.
Securities of this series so issued are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.] As
provided in the Indenture and subject to certain limitations [herein and]
therein set forth, Securities of this series [so issued] are exchangeable for a
like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Security agree that for United States federal,
state and local tax purposes it is intended that this Security constitute
indebtedness.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
A-10
