Exhibit 4.1


 





 



 


 


DEPOSIT AGREEMENT


 


among


 


THE ALLSTATE CORPORATION, EQUINITI TRUST
COMPANY,


 


as Depositary,


 


and


 


The Holders From Time to Time of

the Depositary Receipts Described Herein


 


Dated as of November 8, 2019


 


 





 



 






    


     


    

 







TABLE OF CONTENTS


 
	ARTICLE I.
 DEFINED TERMS
	 	 	 
	Section
    1.1.	Definitions	1
	 	 	 
	ARTICLE II. 
 FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
	 	 	 
	Section
    2.1.	Form
    and Transfer of Receipts	3
	Section
    2.2.	Deposit
    of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	4
	Section
    2.3.	Registration of Transfer
    of Receipts	5
	Section
    2.4.	Split-ups
    and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock	5
	Section
    2.5.	Limitations
    on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	6
	Section
    2.6.	Lost
    Receipts, etc.	6
	Section
    2.7.	Cancellation
    and Destruction of Surrendered Receipts	7
	Section
    2.8.	Redemption
    of Preferred Stock	7
	Section
    2.9.	Bank
    Accounts	8
	Section
    2.10.	Receipts
    Issuable in Global Registered Form	8
	 	 	 
	ARTICLE III. 
 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION
	 	 	 
	Section
    3.1.	Filing
    Proofs, Certificates and Other Information	9
	Section
    3.2.	Payment
    of Taxes or Other Governmental Charges	10
	Section
    3.3.	Warranty
    as to Preferred Stock	10
	Section
    3.4.	Warranty
    as to Receipts	10
	 	 	 
	ARTICLE IV. 
 THE DEPOSITED SECURITIES; NOTICES
	 	 	 
	Section
    4.1.	Cash
    Distributions	10
	Section
    4.2.	Distributions
    Other than Cash, Rights, Preferences or Privileges	11
	Section
    4.3.	Subscription
    Rights, Preferences or Privileges	11
	Section
    4.4.	Notice
    of Dividends, etc.; Fixing Record Date for Holders of Receipts	12
	Section
    4.5.	Voting
    Rights	13
	Section
    4.6.	Changes
    Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	13
	Section
    4.7.	Delivery of Reports	14
	Section
    4.8.	Lists
    of Receipt Holders	14
	 	 	 
	ARTICLE V. 
 THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION




 






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	Section
    5.1.	Maintenance
    of Offices, Agencies and Transfer Books by the Depositary; Registrar	14
	Section
    5.2.	Prevention of or Delay
    in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation	15
	Section
    5.3.	Obligations of the
    Depositary, the Depositary’s Agents,  the  Registrar and the Corporation	15
	Section
    5.4.	Resignation and Removal
    of the Depositary; Appointment of Successor Depositary	17
	Section
    5.5.	Corporate Notices and
    Reports	17
	Section
    5.6.	Indemnification by
    the Corporation	18
	Section
    5.7.	Fees, Charges and Expenses	18
	 	 	 
	ARTICLE VI. 
 AMENDMENT AND TERMINATION
	 	 	 
	Section
    6.1.	Amendment	19
	Section
    6.2.	Termination	19
	 	 	 
	ARTICLE VII. 
 MISCELLANEOUS
	 	 	 
	Section
    7.1.	Counterparts	19
	Section
    7.2.	Exclusive Benefit of
    Parties	19
	Section
    7.3.	Invalidity of Provisions	19
	Section
    7.4.	Notices	20
	Section
    7.5.	Depositary’s
    Agents	20
	Section
    7.6.	Appointment of Registrar,
    Dividend Disbursement Agent and Redemption Agent in Respect of Receipts and Preferred Stock	21
	Section
    7.7.	Holders of Receipts
    Are Parties	21
	Section
    7.8.	Governing Law	21
	Section
    7.9.	Inspection of Agreement	21
	Section
    7.10.	Headings	21
	Section
    7.11.	Force Majeure	22
	Section
    7.12.	Further Assurances	22
	Section
    7.13.	Confidentiality	22
	 	 	 
	EXHIBIT
    A	[FORM
    OF FACE OF RECEIPT]	A-1
	EXHIBIT
    B	[FORM
    OF OFFICER’S CERTIFICATE]	B-1




 






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THIS DEPOSIT AGREEMENT,
dated November 8, 2019 (this “Agreement”), among The Allstate Corporation, a Delaware corporation (the “Corporation”),
Equiniti Trust Company, as depositary (the “Depositary”), and the Holders from time to time of the Receipts
(as defined below).


 


WHEREAS, it is desired
to provide, as hereinafter set forth in this Agreement, for the deposit of shares of Fixed Rate Noncumulative Perpetual Preferred
Stock, Series I, $1.00 par value per share, $25,000 liquidation preference per share (the “Preferred Stock”),
of the Corporation from time to time with the Depositary for the purposes set forth in this Agreement and for the issuance hereunder
of Receipts evidencing Depositary Shares (as defined below) in respect of the Preferred Stock so deposited; and


 


WHEREAS, the Receipts
are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions,
as hereinafter provided in this Agreement;


 


NOW, THEREFORE, in consideration
of the premises, the parties hereto agree as follows:


 


ARTICLE
I

DEFINED TERMS


 


Section 1.1.           
Definitions.


 


The following definitions
shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement:


 


“Agreement”
shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.


 


“Certificate
of Designations” shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of
Delaware establishing the Preferred Stock as a series of preferred stock of the Corporation.


 


“Corporation”
shall mean The Allstate Corporation, a Delaware corporation. “Depositary” shall mean Equiniti Trust Company
and any successor as Depositary hereunder.


 


“Depositary
Shares” shall mean the depositary shares, each representing a 1/1,000th interest in one share of the Preferred Stock,
evidenced by a Receipt.


 


“Depositary’s
Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5.


 


“Depositary’s
Office” shall mean the principal office of the Depositary at which at any particular time its depositary receipt business
shall be administered, which is currently located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.


 






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“DTC”
shall mean The Depository Trust Company. “Effective Date” shall mean the date first stated above.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Exchange Event”
shall mean with respect to any Global Registered Receipt:


 


(1)       (A)
the Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it
is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer
eligible or in good standing under the Exchange Act, and (B) the Corporation has not appointed a qualified successor Global Receipt
Depository within 90 calendar days after the Corporation received such notice, or


 


(2)       the
Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in
the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts.


 


“Global Receipt
Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt
Depository by the Corporation in or pursuant to this Agreement, which entity must be, to the extent required by any applicable
law or regulation, a clearing agency registered under the Exchange Act.


 


“Global Registered
Receipts” shall mean a global registered Receipt registered in the name of a nominee of DTC.


 


“Letter of Representations”
shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such
Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended,
supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


 


“Officer’s
Certificate” shall mean a certificate in substantially the form set forth as Exhibit B hereto, which is signed
by an officer of the Corporation and which shall include the terms and conditions of the Preferred Stock to be issued by the Corporation
and deposited with the Depositary from time to time in accordance with the terms hereof.


 


“Preferred Stock”
shall have the meaning ascribed thereto in the recitals. “Receipt” shall mean one of the depositary receipts
issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and
evidencing the number of Depositary Shares with respect to the Preferred Stock held of record by the Record Holder of such Depositary
Shares.


 






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“Record Holder”
or “Holder” as applied to a Receipt shall mean the person in whose name such Receipt is registered on the books
of the Depositary maintained for such purpose.


 


“Redemption
Date” shall have the meaning set forth in Section 2.8.


 


“Registrar”
shall mean the Depositary or such other successor bank or trust company which shall be appointed by the Corporation to register
ownership and transfers of Receipts as herein provided; and if a successor Registrar shall be so appointed, references herein to
 “the books” of or maintained by the Depository shall be deemed, as applicable, to refer as well to the register
maintained by such Registrar for such purpose.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


ARTICLE
II

FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS


 


Section 2.1.           
Form and Transfer of Receipts.


 


The definitive Receipts
shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order
of the Corporation, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which may be
printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing
such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation
and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive
Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office
described in the penultimate paragraph of Section 2.2, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing
the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made
at the Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects
be entitled to the same benefits under this Agreement as definitive Receipts.


 


Receipts shall be executed
by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled
to any benefits under this Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by
facsimile signature by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary)
shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by
manual or facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt
so signed and delivered as hereinafter provided.


 


Receipts shall be in
denominations of any number of whole Depositary Shares.


 






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Receipts may be endorsed
with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this
Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law
or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Preferred Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Receipts are subject.


 


Title to Depositary Shares
evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable
by delivery with the same effect as in the case of a negotiable instrument in accordance with the Depositary’s procedures;
provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary
as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof
at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or
other distributions or to any notice provided for in this Agreement and for all other purposes.


 


Section 2.2.           
Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.


 


Subject to the terms
and conditions of this Agreement, the Corporation may from time to time deposit shares of Preferred Stock under this Agreement
by delivery to the Depositary of a certificate or certificates for such shares of Preferred Stock to be deposited, properly endorsed
or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to
the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of
this Agreement and an executed Officer’s Certificate attaching the Certificate of Designations and all other information
required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate
the number of Depositary Shares representing such deposited Preferred Stock. Each Officer’s Certificate delivered to the
Depositary in accordance with the terms of this Agreement shall be deemed to be incorporated into this Agreement and shall be binding
on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates.


 


The Preferred Stock that
is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary
shall determine. The Depositary shall not lend any Preferred Stock deposited hereunder.


 


Upon receipt by
the Depositary of a certificate or certificates for Preferred Stock deposited in accordance with the provisions of this Section,
together with the other documents required as above specified, and upon recordation of the Preferred Stock on the books of
the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject
to the terms and conditions of this Agreement, shall execute and deliver to or upon the order of the person or persons named
in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares representing the Preferred Stock so deposited and
registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such
Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery
at other offices shall be at the risk and expense of the person requesting such delivery.


 






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Section 2.3.           
Registration of Transfer of Receipts.


 


Subject to the terms
and conditions of this Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender
thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument
of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary
Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order
of the person entitled thereto.


 


The Depositary shall
not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days prior
to any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the
mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption
in whole or in part except as provided in Section 2.8.


 


Section 2.4.           
Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock.


 


Upon surrender of a Receipt
or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up
or combination of such Receipt or Receipts, and subject to the terms and conditions of this Agreement, the Depositary shall execute
a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of
the Holder of the Receipt or Receipts so surrendered.


 


Any Holder of a Receipt
or Receipts may withdraw the number of whole shares of Preferred Stock and all money and other property, if any, represented thereby
by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate
for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder, or to the person or
persons designated by such Holder as hereinafter provided, the number of whole shares of Preferred Stock and all money and other
property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Preferred
Stock will not thereafter be entitled to deposit such Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares
therefor. If a Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Preferred Stock, the
Depositary shall at the same time, in addition to such number of whole shares of Preferred Stock and such money and other property,
if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt evidencing such
excess number of Depositary Shares.


 






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In no event will fractional
shares of Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Preferred Stock
and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and
other instruments as the Depositary may deem appropriate.


 


If the Preferred Stock
and the money and other property, if any, being withdrawn are to be delivered to a person or persons other than the Record Holder
of the related Receipt or Receipts being surrendered for withdrawal of such Preferred Stock, such Holder shall execute and deliver
to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered
by such Holder for withdrawal of such shares of Preferred Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer in blank.


 


Delivery of the Preferred
Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary
at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts
and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.


 


Section 2.5.           
Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.


 


As a condition precedent
to the execution and delivery, registration and registration of transfer, split-up, combination, surrender or exchange of any Receipt,
the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment
(or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges
or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory
to it as to the identity and genuineness of any signature, and may also require compliance with such regulations, if any, as the
Depositary or the Corporation may establish consistent with the provisions of this Agreement and/or applicable law.


 


The deposit of the Preferred
Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the registration of transfer of Receipts
may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during
any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any requirement
of law or of any government or governmental body or commission or under any provision of this Agreement.


 


Section 2.6.           
Lost Receipts, etc.


 


In case any
Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of
like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such
destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to
the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership
thereof and (ii) the Holder thereof furnishing the Depositary with an affidavit and an indemnity or bond satisfactory to the
Depositary. Applicants for such substitute Receipts shall also comply with such other reasonable regulations and pay such
other reasonable charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code.


 






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Section 2.7.           
Cancellation and Destruction of Surrendered Receipts.


 


All Receipts surrendered
to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law
or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.


 


Section 2.8.           
Redemption of Preferred Stock.


 


Whenever the Corporation
shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations,
it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than
35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption
of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price,
which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance
with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall
then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus
an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed
for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of
Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of
Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to
be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption
of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts
evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary;
but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any
notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption
as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the
number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed,
the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation;
(iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price;
and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue
on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be
so redeemed shall be selected either pro rata or by lot.


 






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Notice having been mailed
by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds
necessary to redeem the Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares
of Preferred Stock so called for Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed
from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary
Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate,
and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called
for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary
Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/1,000th of the redemption price
per share of Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including
all amounts paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations.


 


If fewer than all of
the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced
by such prior Receipt and not called for redemption.


 


Section 2.9.           
Bank Accounts.


 


The Corporation acknowledges
that the bank accounts maintained by the Depositary in connection with the services provided under this Agreement will be in the
Depositary’s name and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s
risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor the Holders will receive
interest on any deposits.


 


Section 2.10.         
Receipts Issuable in Global Registered Form.


 


If the Corporation shall
determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or
more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Agreement, execute
and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall be denominated
in the aggregate number of Receipts to be represented by such Global Registered Receipt or Receipts, and (ii) shall be registered
in the name of the Global Receipt Depository therefor or its nominee.


 


Notwithstanding any other
provision of this Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt
may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee
of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another
nominee of such Global


 






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Receipt
Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global
Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository.
Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to
receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner
nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Agreement with respect
to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may
be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the
Depositary as the holder of such Global Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts
are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt
Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in
respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures
and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is
required under this Agreement, the Corporation and the Depositary shall give all such notices, payments and communications
specified herein to be given to such holders to the applicable Global Receipt Depository.


 


If an Exchange Event
has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary, upon receipt of a written
order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global
Registered Receipt, shall execute and deliver individual definitive registered Receipts, in authorized denominations and of like
tenor and terms in an aggregate number equal to the beneficial interests represented by such Global Registered Receipt in exchange
for such Global Registered Receipt.


 


Definitive registered
Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such names and
in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions
from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the persons in whose
names such Receipts are so registered.


 


Notwithstanding anything
to the contrary in this Agreement, should the Corporation determine that the Receipts should be issued as a Global Registered Receipt,
the parties hereto shall comply with the terms of any Letter of Representations.


 


ARTICLE
III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


Section 3.1.           
Filing Proofs, Certificates and Other Information.


 


Any Holder of a
Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute
such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem
necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or
redemption, of any Receipt or the withdrawal of the Preferred Stock represented by the Depositary Shares and evidenced by a
Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or such representations and warranties are
made.


 






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Section 3.2.           
Payment of Taxes or Other Governmental Charges.


 


Holders of Receipts shall
be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration
of transfer of any Receipt or any withdrawal of Preferred Stock and all money or other property, if any, represented by the Depositary
Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other
distributions may be withheld or any part of or all the Preferred Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable
means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of
any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency.


 


Section 3.3.           
Warranty as to Preferred Stock.


 


The Corporation hereby
represents and warrants that the Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable.
Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of the related Receipts.


 


Section 3.4.           
Warranty as to Receipts.


 


The Corporation hereby
represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Preferred Stock. Such representation
and warranty shall survive the deposit of the Preferred Stock and the issuance of the Receipts.


 


ARTICLE
IV

THE DEPOSITED SECURITIES; NOTICES


 


Section 4.1.           
Cash Distributions.


 


Whenever the
Depositary shall receive any cash dividend or other cash distribution on the Preferred Stock, the Depositary shall, subject
to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section
4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case
the Corporation or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash
distribution in respect of the Preferred Stock an amount on account of taxes, the amount made available for distribution or
distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available
for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of
Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for
interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary or distribution to
Record Holders of Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax
identification number on a properly completed Form W-8 or W- 9, as may be applicable. Each Holder of a Receipt acknowledges
that, in the event of non- compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require
withholding by the Depositary of a portion of any of the distributions to be made hereunder.


 






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Section 4.2.           
Distributions Other than Cash, Rights, Preferences or Privileges.


 


Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section
4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately
among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold
an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible,
the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose
of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or
any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1
and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to Record Holders of Receipts
as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution
of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property
to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property
have been registered under the Securities Act or do not need to be registered in connection with such distributions.


 


Section 4.3.           
Subscription Rights, Preferences or Privileges.


 


If the Corporation
shall at any time offer or cause to be offered to the persons in whose names the Preferred Stock is recorded on the books of
the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made
available by the Depositary to the Record Holders of Receipts in such manner as the Depositary may determine, either by the
issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may
be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that
(i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to
Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts
who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval
of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences
or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such
transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed
by the Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a
distribution received in cash.


 






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The Corporation shall
notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges
relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges
relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the Securities
Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make
available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and
until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion
of counsel to the effect that the offering and sale of such securities to the Holders are exempt from registration under the provisions
of the Securities Act.


 


The Corporation shall
notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization,
consent or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts,
and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or
obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges
to enable such Holders to exercise such rights, preferences or privileges.


 


Section 4.4.           
Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.


 


Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or
privileges shall at any time be offered, with respect to the Preferred Stock, or whenever the Depositary shall receive notice of
any meeting at which holders of the Preferred Stock are entitled to vote or of which holders of the Preferred Stock are entitled
to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance
fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance
with the terms of the Preferred Stock) for the determination of the Holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise
of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.


 






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Section 4.5.           
Voting Rights.


 


Subject to the provisions
of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled
to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts a notice prepared by
the Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that
the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining
to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions
may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement
as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the relevant
record date, the Depositary shall vote or cause to be voted, in accordance with the instructions set forth in such requests, the
maximum number of whole shares of Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any
particular voting instructions are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary
by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In
the absence of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear
at any meeting with respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the
extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt.


 


Section 4.6.           
Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.


 


Upon any change in par
or stated value, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate
of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it
is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and
(in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation
in the fraction of an interest represented by one Depositary Share in one share of Preferred Stock and in the ratio of the redemption
price per Depositary Share to the redemption price per share of Preferred Stock, in each case as may be necessary fully to reflect
the effects of such change in par or stated value, split-up, combination or other reclassification of the Preferred Stock, or of
such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary
in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange
for or upon conversion or in respect of such Preferred Stock. In any such case the Depositary may in its discretion, with the approval
of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged
for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, Holders
of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination
or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender
such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only
into or for, as the case may be, the kind and amount of shares and other securities


 


and property and cash
into which the Preferred Stock represented by such Receipts might have been converted or for which such Preferred Stock might have
been exchanged or surrendered immediately prior to the effective date of such transaction.


 






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Section 4.7.            Delivery of Reports.


 


The Depositary shall
furnish to Holders of Receipts any reports and communications received from the Corporation which are received by the Depositary
and which the Corporation is required to furnish to the holders of the Preferred Stock.


 


Section 4.8.           
Lists of Receipt Holders.


 


Reasonably promptly upon
request from time to time by the Corporation, at the sole expense of the Corporation, the Depositary shall furnish to it a list,
as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of
Receipts.


 


ARTICLE
V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


Section 5.1.           
Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.


 


Upon execution of this
Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration
and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any,
facilities for the delivery, registration and registration of transfer, surrender and exchange of Receipts, all in accordance with
the provisions of this Agreement.


 


The Depositary shall
keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable
times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such
right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s
interest as an owner of Depositary Shares evidenced by the Receipts.


 


The Depositary may close
such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.


 


The Depositary may, with
the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby.
If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be
listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Corporation) for
registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may
be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed
by the Depositary upon the request or with the approval of the Corporation. If the Receipts, Depositary Shares or Preferred Stock
are listed on one or more other securities exchanges, the Depositary will, at the request of the Corporation, arrange such facilities
for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Preferred
Stock as may be required by law or applicable securities exchange regulation.


 






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Section 5.2.            Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any liability to any Holder of Receipt if by
reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other
governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision,
present or future, of the Corporation’s Restated Certificate of Incorporation (including the Certificate of Designations)
or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s
Agent, the Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing
or performing any act or thing which the terms of this Agreement provide shall be done or performed; nor shall the Depositary,
any Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Agreement shall provide
shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in
this Agreement except as otherwise explicitly set forth in this Agreement.


 


Section 5.3.           
Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to any liability
under this Agreement to Holders of Receipts other than for its gross negligence, willful misconduct or bad faith. Notwithstanding
anything in this Agreement to the contrary, excluding the Depositary’s gross negligence, willful misconduct or bad faith,
the Depositary’s aggregate liability under this Agreement with respect to, arising from or arising in connection with this
Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, tort, or otherwise,
is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not
including reimbursable expenses.


 


Notwithstanding anything
in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation
shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever
(including but not limited to lost profits).


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its
opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished
as often as may be required.


 


Neither the
Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be liable for any action or any
failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person
presenting Preferred Stock for deposit, any Holder of a Receipt or any other person believed by it in good faith to be
competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Corporation may each
rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other
document believed by it to be genuine and to have been signed or presented by the proper party or parties.


 






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The Depositary shall
not be responsible for any failure to carry out any instruction to vote any of the shares of Preferred Stock or for the manner
or effect of any such vote made, as long as any such action or non-action is not taken in bad faith. The Depositary undertakes,
and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar.


 


The Depositary, the Depositary’s
Agents, and any Registrar may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The
Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates.


 


The Depositary shall
not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement
or of the Receipts, the Depositary Shares or the Preferred Stock nor shall it be obligated to segregate such monies from other
monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation
and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.


 


In the event the Depositary
believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication,
paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the
Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to
take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking
any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other
person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed
by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes
the applicable matter to the satisfaction of the Depositary.


 


From time to time, the
Corporation may provide the Depositary with instructions concerning the services performed by the Depositary under this Agreement.
In addition, at any time, the Depositary may apply to any officer of the Corporation for instruction, and may consult with legal
counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed
by the Depositary under this Agreement. The


 


Depositary and its agents
and subcontractors shall not be liable and shall be indemnified by the Corporation for any action taken or omitted by the Depositary
in reliance upon any instructions from the Corporation or upon the advice or opinion of such counsel. The Depositary shall not
be held to have notice of any change of authority of any person, until receipt of written notice thereof from Corporation.


 






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Section 5.4.            Resignation and Removal of the Depositary; Appointment of Successor Depositary.


 


The Depositary may at
any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take
effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.


 


The Depositary may at
any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon
the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.


 


In case at any time the
Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its
principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least
$50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery
of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under
this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly
execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Preferred Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records,
books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment
to the Holders of Receipts.


 


Any entity into or with
which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or
filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate
the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.


 


Section 5.5.           
Corporate Notices and Reports.


 


The Corporation
agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the
Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and
reports (including without limitation financial statements) required by law, by the rules of any national securities exchange
upon which the Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Restated
Certificate of Incorporation (including the Certificate of Designations), to be furnished to the Record Holders of Receipts.
Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number
of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record
Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.


 






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Section 5.6.           
Indemnification by the Corporation.


 


Notwithstanding Section
5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including
each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost,
penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed,
suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depositary, any Registrar or any of their
respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any
liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons.
The obligations of the Corporation set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar
or Depositary’s Agent.


 


Section 5.7.           
Fees, Charges and Expenses.


 


The Corporation agrees
promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary
hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary
Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay
all charges of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary
Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred
Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be
at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary
incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges
and expenses; provided, however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay
the Depositary any charge or expense the Depositary has been asked to incur at the request of such Holder of Receipts. The Depositary
shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary
may agree.


 






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ARTICLE
VI

AMENDMENT AND TERMINATION


 


Section 6.1.           
Amendment.


 


The form of the
Receipts and any provisions of this Agreement may at any time and from time to time be amended by agreement between the
Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however,
that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be effective
against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing in the
aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at
the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right,
subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to
surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the
Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable
securities exchange.


 


Section 6.2.           
Termination.


 


This Agreement may be
terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares issued hereunder have been redeemed
pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Preferred Stock in connection
with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders
of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable or (iii) upon the consent
of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding.


 


Upon the termination
of this Agreement, the Corporation shall be discharged from all obligations under this Agreement except for its obligations to
the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.


 


ARTICLE
VII

MISCELLANEOUS


 


Section 7.1.           
Counterparts.


 


This Agreement may be
executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and
the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability
as an original signature.


 


Section 7.2.           
Exclusive Benefit of Parties.


 


This Agreement is for
the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal
or equitable right, remedy or claim to any other person whatsoever.


 


Section 7.3.           
Invalidity of Provisions.


 


In case any one or
more of the provisions contained in this Agreement or in the Receipts should be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no
way be affected, prejudiced or disturbed thereby.


 






    19


     


    

 


Section 7.4.           
Notices.


 


Any and all notices to
be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or overnight delivery service, or by telegram or facsimile transmission or electronic mail,
confirmed by letter, addressed to the Corporation at:


 


The Allstate Corporation

3075 Sanders Road

Northbrook, IL 60062

Attention: Treasurer


 


or at any other addresses of which the Corporation shall have
notified the Depositary in writing.


 


Any and all notices to
be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or overnight delivery service, or by telegram or facsimile transmission or electronic mail, confirmed
by letter, addressed to the Depositary at:


 


Equiniti Trust Company

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120

Attention: Cindy Gesme

Facsimile No.: (651) 450-4078


 


or at any other addresses of which the Depositary shall have
notified the Corporation in writing.


 


Any and all notices to
be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been
duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder
at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall have timely filed with
the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated
in such request.


 


Delivery of a notice
sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter
box. The Depositary or the Corporation may, however, act upon any facsimile transmission received by it from the other or from
any Holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.


 


Section 7.5.           
Depositary’s Agents.


 


The Depositary may
from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this
Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such
Depositary’s Agents. The Depositary will promptly notify the Corporation of any such action.


 






    20


     


    

 


Section 7.6.           
Appointment of Registrar, Dividend Disbursement Agent and Redemption Agent in Respect of Receipts and Preferred Stock.


 


The Corporation hereby
appoints Equiniti Trust Company as Registrar, dividend disbursement agent and redemption agent in respect of the Receipts, and
Equiniti Trust Company hereby accepts such respective appointments.


 


The Corporation hereby
appoints Equiniti Trust Company as transfer agent, registrar, dividend disbursing agent and redemption agent in respect of the
Preferred Stock and Equiniti Trust Company hereby accepts such appointments. With respect to the appointments of Equiniti Trust
Company as transfer agent, registrar, dividend disbursing agent and redemption agent in respect of the Preferred Stock, each of
the Corporation and Equiniti Trust Company, in their respective capacities under such appointments, shall be entitled to the same
rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder, respectively, as if explicitly named
in each such provision.


 


Section 7.7.           
Holders of Receipts Are Parties.


 


The Holders of Receipts
from time to time shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts
and of the Officer’s Certificate by acceptance of delivery thereof.


 


Section 7.8.           
Governing Law.


 


This Agreement and the
Receipts of each series and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles.


 


Section 7.9.           
Inspection of Agreement.


 


Copies of this Agreement
shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the
Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt.


 


Section 7.10.         
Headings.


 


The headings of articles
and sections in this Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience
only and are not to be regarded as a part of this Agreement or the Receipts or to have any bearing upon the meaning or interpretation
of any provision contained herein or in the Receipts.


 






    21


     


    

 


Section 7.11.          Force Majeure.


 


Notwithstanding anything
to the contrary contained herein, the Depositary will not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions,
interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest.


 


Section 7.12.         
Further Assurances.


 


The Corporation agrees
that it will perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all such further and other
acts, documents, instruments and assurances as the Depositary may reasonably require to perform the provisions of this Agreement.


 


Section 7.13.         
Confidentiality.


 


The Depositary and the
Corporation agree that all books, records, information and data pertaining to the business of the other party, including inter
alia, personal, non-public Holder information and the fees for services, which are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law or legal process.


 


[Remainder of page intentionally left
blank; signature page follows.]


 






    22


     


    

 


IN WITNESS WHEREOF, the
Corporation and the Depositary have duly executed this Agreement as of the day and year first above set forth, and all Holders
of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.


 


		THE ALLSTATE CORPORATION



 


 


		By:  	/s/  Michael A. Pedraja
	 	 	Name: Michael A. Pedraja
	 	 	Title: Senior Vice President and Treasurer



 


 


 


	 	EQUINITI
    TRUST COMPANY




 


 


		By:  	/s/ Martin J. Knapp
	 	 	Name:  Martin J. Knapp
	 	 	Title: Vice President 



 


[Signature Page to Deposit Agreement (Series I Preferred)]





 



    


     


    




 


 EXHIBIT A




 


[FORM OF FACE OF RECEIPT]


 


Unless this receipt is
presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to
The Allstate Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


	DEPOSITARY SHARES	$300,000,000




 


	DEPOSITARY RECEIPT NO. 001	FOR 12,000,000 DEPOSITARY SHARES,




 


EACH REPRESENTING 1/1,000th
OF ONE SHARE OF

FIXED RATE NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES I

OF

THE ALLSTATE CORPORATION


 


CUSIP: 020002 812


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Dividend Payment Dates:
January 15, April 15, July 15 and October 15 of each year.


 


Equiniti Trust Company,
as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of 12,000,000
depositary shares (“Depositary Shares”), each Depositary Share representing 1/1,000th of one share
of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series I, $1.00 par value per share, $25,000 liquidation preference
per share (the “Preferred Stock”), of The Allstate Corporation, a Delaware corporation (the “Corporation”),
on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of November
8, 2019 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of
the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all
the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile
signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect
of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof.


 






    A-1


     


    

 


Dated:


 


EQUINITI TRUST COMPANY,

Depositary


 


 


	By:		 
	 	Authorized Officer	 



 






    A-2


     


    

 


[FORM OF REVERSE OF RECEIPT]

THE ALLSTATE CORPORATION


 


THE ALLSTATE CORPORATION
WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
CERTIFICATE OF DESIGNATIONS OF THE FIXED RATE NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES I, OF THE ALLSTATE CORPORATION. ANY
SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 


The Corporation will
furnish without charge to each receipt holder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations
or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar.


 


EXPLANATION OF ABBREVIATIONS


 


The following abbreviations
when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according
to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.


 


	Abbreviation	Equivalent Word	Abbreviation	Equivalent Word
	JT TEN	As joint tenants, with right of survivorship and not as tenants in common	TEN BY ENT	As tenants by the entireties
	TEN IN COM	As tenants in common	UNIF GIFT MIN ACT	Uniform Gifts to Minors Act


 


	Abbreviation	Equivalent Word	Abbreviation	Equivalent

 Word	Abbreviation	Equivalent

 Word
	ADM	Administrator(s), Administratrix	EX	Executor(s), Executrix	PL	Public Law
	AGMT	Agreement	FBO	For the benefit of	TR	(As) trustee(s), for, of
	ART	Article	FDN	Foundation	U	Under
	CH	Chapter	GDN	Guardian(s)	UA	Under Agreement
	CUST	Custodian for	GDNSHP	Guardianship	UW	Under will of, Of will of, Under last will & testament



 






    A-3


     


    

 





	Abbreviation	Equivalent
    Word	Abbreviation	Equivalent

    Word	Abbreviation	Equivalent

    Word
	DEC	Declaration	MIN	Minor(s)	 	 
	EST	Estate,
    of Estate of	PAR	Paragraph	 	 
	 	 	 	 	 	 


 


For value received,            hereby
sell(s), assign(s) and transfer(s) unto


 


INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:_____________________________________________ 





 


PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE: ________________________________





 


Depositary Shares represented
by the within Receipt, and do(es) hereby irrevocably constitute and appoint as_______________Attorney to transfer the said Depositary


 


Shares on the books of
the within named Depositary with full power of substitution in the premises.


 


	 	Dated:	 	 




 


NOTICE: The signature
to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration
or enlargement or any change whatsoever.


 


SIGNATURE GUARANTEED


 


NOTICE: If applicable,
the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations,
and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.


 






    A-4


     


    

 


 EXHIBIT B




 


[FORM OF OFFICER’S CERTIFICATE]


 


I, Michael A. Pedraja,
Senior Vice President and Treasurer of The Allstate Corporation (the “Corporation”), hereby certify that pursuant
to the terms of the Certificate of Designations effective November 6, 2019, filed with the Secretary of State of the State of Delaware
on November 6, 2019 (the “Certificate of Designations”), pursuant to resolutions adopted by the Board of Directors
of the Corporation on September 26, 2019 and the consent of the Pricing Committee of the Board of Directors of the Corporation
(the “Pricing Committee”) on November 4, 2019, the Corporation has established the Preferred Stock which the
Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit
Agreement, dated as of November 8, 2019 (the “Deposit Agreement”), among the Corporation, Equiniti Trust Company,
as Depositary, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors
of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Preferred
Stock as described in the Certificate of Designations attached as Annex A hereto. Any terms of the Preferred Stock that
are not so described in the Certificate of Designations and any terms of the Receipts representing such Preferred Stock that are
not described in the Deposit Agreement are described below:


 


Aggregate Number of shares
of Preferred Stock issued on the day hereof: 12,000


 


CUSIP Number for Receipt:
020002 812


 


Denomination of Depositary
Share per share of Preferred Stock (if different than 1/1,000th of a share of Preferred Stock): N/A


 


Redemption Provisions
(if different than as set forth in the Deposit Agreement): N/A


 


Name of Global Receipt
Depositary: The Depository Trust Company


 


All capitalized terms
used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.


 






    B-1


     


    

 


THE ALLSTATE CORPORATION


 


This certificate is dated:


 


 


	By:		 
	 	Name: Michael A. Pedraja	 
	 	Title: Senior Vice President and Treasurer	 



 





[Signature Page to Officer’s Certificate
 – Deposit Agreement (Series I Preferred)]