0001104659-07-037514 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 9th, 2007 • Allstate Corp • Fire, marine & casualty insurance • New York

The Allstate Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (1) $500,000,000 principal amount of its Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the “Series A Securities”) and (2) $500,000,000 principal amount of its Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the “Series B Securities” and, together with the Series A Securities, the “Securities”), each registered under the Registration Statement referred to in Section 1(a) below. The Series A Securities are to be issued pursuant to the provisions of an Indenture, dated as of November 25, 1996, as amended by the Third Supplemental Indenture dated as of July 23, 1999 and the Fourth Supplemental Indenture dated as of June 12, 2000, as amended and supplemented by the Fifth Supplemental Indentur

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CREDIT AGREEMENT dated as of May 8, 2007 among THE ALLSTATE CORPORATION ALLSTATE INSURANCE COMPANY ALLSTATE LIFE INSURANCE COMPANY, as Borrowers The Lenders Party Hereto WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent BANK OF AMERICA, N.A....
Credit Agreement • May 9th, 2007 • Allstate Corp • Fire, marine & casualty insurance • New York

CREDIT AGREEMENT, dated as of May 8, 2007, among THE ALLSTATE CORPORATION, ALLSTATE INSURANCE COMPANY, ALLSTATE LIFE INSURANCE COMPANY, the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, BANK OF AMERICA, N.A. and CITIBANK, N.A., as Documentation Agents, LEHMAN BROTHERS BANK, FSB, MERRILL LYNCH BANK USA, MORGAN STANLEY BANK and WILLIAM STREET COMMITMENT CORPORATION, as Co-Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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