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EXHIBIT 4.1
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. R-__ $_____________
CUSIP No. 020002 AH 4
THE ALLSTATE CORPORATION
6.75% Senior Debentures due May 15, 2018
THE ALLSTATE CORPORATION, a Delaware corporation (the "Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of ______________________ Dollars
($____________) on May 15, 2018. The Company further promises to pay interest
on said principal sum outstanding from May 26, 1998, 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, semiannually in arrears on May 15
and November 15 of each year commencing November 15, 1998, at the rate of 6.75%
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. 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 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 preceding April 30, if the Interest Payment Date is May 15, or October 31,
if the Interest Payment Date is November 15 (a "Regular Record
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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:______________________
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
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REVERSE OF SECURITY
This Security is one of a duly authorized issue of a series of Securities
of the Company, designated as its 6.75% Senior Debentures due May 15, 2018,
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 and the Second
Supplemental Indenture, dated as of May 20, 1998, 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.
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.
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.
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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 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 $1,000 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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