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EXHIBIT 4.1
(FORM OF FACE OF SECURITY)
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 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.
Certificate No. $_____________
CUSIP No. _________
THE ALLSTATE CORPORATION
7 1/8 % Senior Quarterly Interest Bonds due 2097
THE ALLSTATE CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of ____________ ($__________) on
December 15, 2097. The Company further promises to pay interest on said
principal sum outstanding from December 19, 1997, 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 in arrears on March 15,
June 15, September 15 and December 15 of each year commencing March 15, 1998, at
the rate of 71/8 % per annum, until the principal hereof shall have become due
and payable and, until the principal hereof is paid or duly provided for or made
available for payment. If, however, a Tax Event (as defined below) occurs, the
Company shall have the right to shorten the maturity of this Security as
provided below. 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). A "Business Day" shall mean any
day, other than a Saturday or Sunday, on which the banks in the City of New York
are not required by law to
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close. 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 15th calendar day prior to such
Interest Payment Date (a "Regular Record 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 Holder of this Security 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 this Security 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 premium, if any) 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 Depository Trust
Company (or its nominee, including, without limitation, Cede & Co.), the payment
of the principal of (and premium, if any) and interest on this Security will be
made at such place and to such account as may be designated by The Depository
Trust Company (or its nominee, including, without limitation, Cede & Co.). All
payments of principal and interest hereunder shall be made in immediately
available funds.
Reference is hereby made to the further provisions of this
Security set forth below, 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 by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to
be executed.
THE ALLSTATE CORPORATION
By:
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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:
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Authorized Signatory
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(FORM OF REVERSE OF SECURITY)
This Security is one of a duly authorized issue of a series of
Securities of the Company, designated as its 7 1/8 % Senior Quarterly Interest
Bonds due 2097, issued under and pursuant to an Indenture, dated as of December
16, 1997 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
December 16, 1997, 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 this Security and the other Securities
of this series, and of the terms upon which this Security and the other
Securities of this series are, and are to be, authenticated and delivered.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
On or after December 19, 2002, 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 or in part at any time or in part from
time to time, at 100% of the principal amount to be redeemed, plus accrued and
unpaid interest to the Redemption Date.
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.
Upon the occurrence of a Tax Event, as defined below, the
Company shall have the right to shorten the maturity of this Security to the
extent required, in the opinion of a nationally recognized independent tax
counsel experienced in such matters, so that, after such shortening of the
maturity, interest paid on this Security shall be deductible by the Company for
United States federal income tax purposes.
If the maturity of this Security is shortened upon the
occurrence of a Tax Event, the Company shall mail a notice to each Holder of
this Security by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of this Security, which date
thereafter shall be the Stated Maturity of the principal amount hereof. Such
notice shall be effective immediately upon mailing.
"Tax Event" shall mean that the Company has received an
opinion of a nationally recognized independent tax counsel experienced in such
matters to the effect that on or after the date
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of the issuance of this Security, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective change) in
laws, or any regulations thereunder, of the United States; (b) any judicial
decision, official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to adopt
such procedures or regulations (an "Administrative Action"); or (c) any
amendment to, clarification of, or change in the official position or the
interpretation of such Administrative Action or judicial decision that differs
from the theretofore generally accepted position, in each case, on or after the
date of the issuance of this Security, there is more than an insubstantial risk
that interest paid by the Company on this Security is not, or will not be
deductible, in whole or in part, by the Company for purposes of federal income
tax.
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.
Pursuant to Section 1301 of the Indenture, the Company has designated this
Security as being defeasible pursuant to Section 1302 and Section 1303 of 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 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 therefor 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 (other than Section 1302 and Section 1303 of the
Indenture) shall alter or impair the obligation of the Company to pay the
principal and interest on this 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
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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 the Company or the Trustee
may treat the Person in whose name this Security is registered as the 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.
This Global Security is exchangeable for Securities of this
series in definitive form only under certain limited circumstances set forth in
the Indenture. Securities of this series so issued are issuable in book-entry
form only and 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.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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