Exhibit 4.2


 


 


 


The
Allstate Corporation


 


to


 


U.S.
Bank National Association,

as Trustee


 


Twenty-Fifth
Supplemental Indenture to

Indenture Dated December 16, 1997

(Senior Debt Securities)


 


Dated as of November 24, 2020


 


1.450%
Senior Notes due 2030


 


 


 






     


     


    

 





Table
of Contents


 


Page


 




	ARTICLE I RELATION TO INDENTURE; DEFINITIONS	1
	 	SECTION 1.01.	Relation to Indenture	1
	 	SECTION 1.02.	Definitions	1
	 	 	 
	ARTICLE II THE SERIES OF SECURITIES	2
	 	SECTION 2.01.	Title of the Securities	2
	 	SECTION 2.02.	Limitation on Aggregate Principal Amount	2
	 	SECTION 2.03.	Principal Payment Date	2
	 	SECTION 2.04.	Interest and Interest Rates	2
	 	SECTION 2.05.	Place of Payment	3
	 	SECTION 2.06.	Optional Redemption	3
	 	SECTION 2.07.	Denomination	5
	 	SECTION 2.08.	Currency	5
	 	SECTION 2.09.	Form of Securities	5
	 	SECTION 2.10.	Securities Registrar and Paying Agent	5
	 	SECTION 2.11.	Sinking Fund Obligations	5
	 	SECTION 2.12.	Defeasance and Covenant Defeasance	5
	 	SECTION 2.13.	Immediately Available Funds	5
	 	 	 
	ARTICLE III EXPENSES	5
	 	SECTION 3.01.	Payment of Expenses	5
	 	SECTION 3.02.	Payment Upon Resignation or Removal	6
	ARTICLE IV MISCELLANEOUS PROVISIONS	6
	 	 
	 	SECTION 4.01.	Trustee Not Responsible for Recitals	6
	 	SECTION 4.02.	Adoption, Ratification and Confirmation	6
	 	SECTION 4.03.	Counterparts; Electronic Signture	6
	 	SECTION 4.04.	Governing Law	6
	 	SECTION 4.05.	Notice	7


 






    i 


     


    

 





Twenty-Fifth Supplemental Indenture, dated
as of November 24, 2020, between The Allstate Corporation, a Delaware corporation (the “Company”), and U.S.
Bank National Association, a national banking association, organized under the laws of the United States, as successor in interest
to State Street Bank and Trust Company, a trust company organized under the laws of the Commonwealth of Massachusetts, as Trustee
(the “Trustee”).


 


R
e c i t a l s


 


Whereas,
the Company has heretofore executed and delivered to the Trustee an Indenture for Senior Debt Securities, dated as of December
16, 1997, as amended by the Third Supplemental Indenture dated as of July 23, 1999 and the Sixth Supplemental Indenture dated as
of June 12, 2000 (the “Indenture”), providing for the issuance from time to time of series of the Company’s
Securities;


 


Whereas,
Section 301 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to
be established in an indenture supplemental to the Indenture;


 


Whereas,
Section 901(7) of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture
to establish the form or terms of Securities of any series as provided by Sections 201 and 301 of the Indenture;


 


Now,
Therefore, this Twenty-Fifth Supplemental Indenture witnesseth:


 


For and in consideration of the premises
and the issuance of the series of Securities provided for herein, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities of such series, as follows:


 


ARTICLE
I

RELATION TO INDENTURE; DEFINITIONS


 


SECTION
1.01.                 
Relation to Indenture


 


This Twenty-Fifth Supplemental Indenture
constitutes an integral part of the Indenture.


 


SECTION
1.02.                 
Definitions


 


For all purposes of this Twenty-Fifth Supplemental
Indenture:


 


(a)              
Capitalized terms used herein without definition shall have the meanings specified in the Indenture;


 


(b)              
All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections
of this Twenty-Fifth Supplemental Indenture; and


 


(c)              
The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to
this Twenty-Fifth Supplemental Indenture.


 






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ARTICLE
II

THE SERIES OF SECURITIES


 


SECTION
2.01.                 
Title of the Securities


 


There shall be a series of Securities designated
the “1.450% Senior Notes due 2030” (the “Securities”).


 


SECTION
2.02.                 
Limitation on Aggregate Principal Amount


 


The aggregate principal amount of the Securities
shall initially be limited to $600,000,000. The Company may, without giving notice to or seeking the consent of the Holders of
the Securities, issue additional Securities having the same terms (except for the issue date and, in some cases, the public offering
price and the first interest payment date) as, and ranking equally and ratably with, the Securities. Any additional Securities,
together with the Securities offered by the related prospectus supplement, will constitute a single series of Securities under
the Indenture provided that the additional Securities constitute “additional debt instruments” as defined in U.S. Treasury
Regulation Section 1.1275-2(k)(2)(ii) issued in a “qualified reopening” of the original issuance of such Securities,
as defined in Treasury Regulation Section 1.1275-2(k)(3) or are otherwise treated as part of the same issue of the previously issued
Securities for U.S. federal income tax purposes. No additional Securities may be issued if an Event of Default under the Indenture
has occurred and is continuing with respect to the Securities.


 


SECTION
2.03.                 
Principal Payment Date


 


The principal amount of the Securities outstanding
(together with any accrued and unpaid interest) shall be payable in a single installment on December 15, 2030, which date shall
be the Stated Maturity of the Securities Outstanding.


 


SECTION
2.04.                 
Interest and Interest Rates


 


The rate of interest on each Security shall
be 1.450% per annum, accruing from November 24, 2020, 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, payable semi-annually in arrears on June 15 and
December 15 of each year commencing June 15, 2021 until the principal thereof shall have become due and payable, and until the
principal thereof 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 actual number of days elapsed in a 360-day year of twelve 30-day months. In the event that
any date on which interest is payable on any 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 banks in the City of New York
are not required by law to close. The interest installment so payable in respect of any Security, 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 such Security (or one
or more Predecessor Securities) is registered at


 






    - 2 -


     


    

 


the close of business on June 1 or December 1 prior to such Interest Payment Date.
Any such interest installment not punctually paid or duly provided for in respect of any Security 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 such Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice whereof shall be given to the Holders of this series of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.


 


SECTION
2.05.                 
Place of Payment


 


The Place of Payment where the Securities
may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange and
where notices and demand to or upon the Company in respect of the Securities and the Indenture may be served shall be the Corporate
Trust Office of the Trustee.


 


SECTION
2.06.                 
Optional Redemption


 


(a)              
The Company may redeem the Securities, in whole or in part, at any time and from time to time prior to September 15, 2030
(three months prior to the Stated Maturity of the Securities) (the “Par Call Date”) at a redemption price equal
to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as determined by an Independent Investment
Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the securities to be
redeemed (not including any portion of such payments of interest accrued to the date of redemption) from the redemption date to
the Par Call Date discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus 10 basis points.


 


At any time and from time to time on or
after the Par Call Date, the Securities will be redeemable at the Company’s option, in whole or in part, at a redemption
price equal to 100% of the principal amount of the Securities to be redeemed.


 


In each case, the Company will pay accrued
and unpaid interest on the principal amount being redeemed to the redemption date.


 


(b)              
For the purposes of this Section 2.6,


 


“Adjusted Treasury Rate”
means, with respect to any redemption date:


 


(i)                 
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15” published by the Board of Governors of the Federal Reserve System (or
any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity) under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue. If no


 






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maturity is within three months before
or after the Remaining Life, yields (determined as described above) for the two published maturities most closely corresponding
to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from
such yields (determined as described above) on a straight line basis, rounding to the nearest month; or


 


(ii)               
if such release (or any successor release) is not published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.


 


The Adjusted Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities (assuming, for
this purpose, that the Securities matured on the Par Call Date) (“Remaining Life”).


 


“Comparable Treasury Price”
means (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by us.


 


“Reference Treasury Dealer”
means a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”) appointed
by each of Loop Capital Markets LLC, Academy Securities, Inc., Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank
& Co., LLC or their respective successors, provided, however, if any of the foregoing refuse to act as treasury dealer
for this purpose or cease to be a Primary Treasury Dealer, any other Primary Treasury Dealers specified by us for these purposes.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City Time, on the third Business Day preceding
such redemption date.


 


The Company will mail a notice of redemption
at least 30 days but not more than 60 days before the redemption date to each Holder of the securities to be redeemed. If less
than all of the securities are to be redeemed, the trustee will select, by such method as it will deem fair and appropriate, including
pro rata or by lot, the securities to be redeemed in whole or in part;


 






    - 4 -


     


    

 


provided that with respect to Securities issued in the form
of Global Securities, the method for allocating a partial redemption will be selected by the Depository in accordance with its
applicable procedures.


 


Unless the Company defaults in payment of
the redemption price, on and after the redemption date, interest will cease to accrue on the Securities or portions thereof called
for redemption.


 


SECTION
2.07.                 
Denomination


 


The Securities of this series shall be issuable
only in registered form without coupons and in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


SECTION
2.08.                 
Currency


 


Principal and interest on the Securities
shall be payable in such coin or currency of the United States of America that at the time of payment is legal tender for payment
of public and private debts.


 


SECTION
2.09.                 
Form of Securities


 


The Securities shall be substantially in
the form attached as Exhibit A hereto.


 


SECTION
2.10.                 
Securities Registrar and Paying Agent


 


The Trustee shall serve initially as Securities
Registrar and Paying Agent.


 


SECTION
2.11.                 
Sinking Fund Obligations


 


The Company has no obligation to redeem
or purchase any Securities pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or
at the option of a Holder thereof.


 


SECTION
2.12.                 
Defeasance and Covenant Defeasance


 


The Company has elected to have both Section
1302 (relating to defeasance) and Section 1303 (relating to covenant defeasance) applied to the Securities.


 


SECTION
2.13.                 
Immediately Available Funds


 


All payments of principal and interest shall
be made in immediately available funds.


 


ARTICLE
III

EXPENSES


 


SECTION
3.01.                 
Payment of Expenses


 


In connection with the offering, sale and
issuance of the Securities, the Company, in its capacity as borrower with respect to the Securities, shall pay all costs and expenses
relating to


 






    - 5 -


     


    

 


the offering, sale and issuance of the Securities, including commissions to the underwriters payable pursuant to the
Underwriting Agreement, dated November 19, 2020, and compensation and expenses of the Trustee under the Indenture in accordance
with the provisions of Section 607 of the Indenture.


 


SECTION
3.02.                 
Payment Upon Resignation or Removal


 


Upon termination of this Twenty-Fifth Supplemental
Indenture or the Indenture or the removal or resignation of the Trustee, unless otherwise stated, the Company shall pay to the
Trustee all amounts accrued to the date of such termination, removal or resignation.


 


ARTICLE
IV

MISCELLANEOUS PROVISIONS


 


SECTION
4.01.                 
Trustee Not Responsible for Recitals


 


The recitals herein contained are made by
the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Twenty-Fifth Supplemental Indenture.


 


SECTION
4.02.                 
Adoption, Ratification and Confirmation


 


The Indenture, as supplemented and amended
by this Twenty-Fifth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.


 


SECTION
4.03.                 
Counterparts; Electronic Signture


 


This Twenty-Fifth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument. Delivery of this Twenty-Fifth Supplemental Indenture by one party to the other may be made by
facsimile, electronic mail or other transmission method as permitted by applicable law, and the parties hereto agree that any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. A party’s
electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309),
as amended from time to time, or other applicable law) on this Twenty-Fifth Supplemental Indenture or on the Securities shall have
the same validity and effect as a signature affixed by the party’s hand.


 


SECTION
4.04.                 
Governing Law


 


THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE
AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 






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SECTION
4.05.                 
Notice


 


For purposes of the Securities, Section
105 of the Indenture is deleted in its entirety and replaced with the following:


 


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


 


(1) the Trustee by any Holder or by the
Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (provided that any communication
sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided
by Docusign or Adobe (or such other digital signature provider as specified in writing to the Trustee by the Company), in English
to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Manager The Allstate Corporation Indenture, or


 


(2) the Company by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the Trustee by the Company.


 


The Company agrees to assume all risks arising
out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


For purposes of the Securities, Section
106 of the Indenture is deleted in its entirety and replaced with the following:


 


“Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and transmitted by mail, e-mail or facsimile to each Holder affected by such event, at the applicable postal, e-mail or
facsimile address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail, e-mail or facsimile service
or by reason of any other cause it shall be impracticable to give such notice by mail, e-mail or facsimile, then such notification 


 






    - 7 -


     


    

 


as shall be made with the written approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.”


 






    - 8 -


     


    

 






In
Witness Whereof, the parties hereto have caused
this Twenty-Fifth Supplemental Indenture to be duly executed on the date or dates indicated in the acknowledgments and as of the
day and year first above written.


 





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


 


	Attest:	 
	 	 	 
	 	 	 
	By:	/s/ Daniel
    G. Gordon	 
	 	Name: Daniel G. Gordon	 
	 	Title: Vice President, Assistant	 
	 	General Counsel and Secretary	 


 


[Signature
Page to Twenty-Fifth Supplemental Indenture]


 






     


     


    

 


	 	U.S.
    Bank National Association,
	 	as Trustee
	 	 	 
	 	By:	/s/ Carolina
    D. Altomare
	 	 	Name: Carolina D. Altomare
	 	 	Title: Vice President
	 	 	 


 


[Signature
Page to Twenty-Fifth Supplemental Indenture]


 






     


     


    

 


EXHIBIT
A


 


(FORM
OF FACE OF SECURITY)


 


[THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


	No.	Principal
                                         Amount: $
	 	 
	 	CUSIP
                                        No. 020002 BJ9
	 	 
	 	ISIN
                                        No. US020002BJ95



 


The
Allstate Corporation


 


1.450%
Senior Notes due 2030


 


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 its registered assigns,
the principal sum of $on December 15, 2030. The Company further promises to pay interest on said principal sum outstanding
from November 24, 2020, 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, semi-annually in arrears on June 15 and December 15 of each year commencing
June 15, 2021 at the rate of 1.450% 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
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 June 1 or December 1 prior to such Interest
Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment
of such Defaulted Interest, notice whereof shall be given to the 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 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 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 on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid for any purpose.


 






     


     


    

 


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed.


 





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


 


Attest:


 


 


	By:		 
	 	Name: Daniel G. Gordon	 
	 	Title: 	 Vice President, Assistant
    General Counsel and Assistant Secretary	 


 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.


 


Dated:
November 24, 2020


 


	 	U.S.
                    Bank National Association,

                    

	 	as
    Trustee
	 	 	 
	 	By:	                   
	 	Name:
	 	Title:


 






     


     


    

 


(FORM
OF REVERSE OF SECURITY)


 


This
Security is one of a duly authorized issue of securities of the Company, designated as its 1.450% Senior Notes due 2030 (herein
referred to as the “Securities”), issued under and pursuant to an Indenture, dated as of December 16, 1997
between the Company and U.S. Bank National Association, successor in interest to State Street Bank and Trust Company, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), as amended by
the Third Supplemental Indenture dated as of July 23, 1999 and the Sixth Supplemental Indenture dated as of June 12, 2000 and
as supplemented by the Twenty-Fifth Supplemental Indenture, dated as of November 24, 2020, between the Company and the Trustee
(the Indenture as so amended and supplemented, the “Indenture”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.


 


All
terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


The
Company may redeem the Securities, in whole or in part, at any time and from time to time prior to September 15, 2030 (three months
prior to the Stated Maturity of the Securities) (the “Par Call Date”) at a redemption price equal to the greater
of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as determined by an Independent Investment Banker,
the sum of the present values of the remaining scheduled payments of principal of and interest on the securities to be redeemed
(not including any portion of such payments of interest accrued to the date of redemption) from the redemption date to the Par
Call Date discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 10 basis points.


 


At
any time and from time to time on or after the Par Call Date, the Securities will be redeemable at the Company’s option,
in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed.


 


In
each case, the Company will pay accrued and unpaid interest on the principal amount being redeemed to the redemption date.


 


“Adjusted
Treasury Rate” means, with respect to any redemption date:


 


(i)                
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15” published by the Board of Governors of the Federal Reserve System
(or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity) under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue. If no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue
shall


 






     


     


    

 


be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month; or


 


(ii)             
if such release (or any successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


 


The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be used, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Securities (assuming, for this purpose, that the Securities matured on the Par Call Date) (“Remaining Life”).


 


“Comparable
Treasury Price” means (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by us.


 


“Reference
Treasury Dealer” means a primary U.S. Government securities dealer in the United States (a “Primary Treasury
Dealer”) appointed by each of Loop Capital Markets LLC, Academy Securities, Inc., Samuel A. Ramirez & Company, Inc.
and Siebert Williams Shank & Co., LLC or their respective successors, provided, however, if any of the foregoing refuse
to act as treasury dealer for this purpose or cease to be a Primary Treasury Dealer, any other Primary Treasury Dealers specified
by us for these purposes.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City Time, on the third Business Day preceding such redemption date.


 


The
Company will mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each Holder
of the securities to be redeemed. If less than all of the securities are to be redeemed, the Trustee will select, by such method
as it will deem fair and appropriate, including pro rata or by lot, the securities to be redeemed in whole or in part; provided
that with respect to Securities issued in the form of Global Securities, the method for allocating a partial redemption will be
selected by the Depository in accordance with its applicable procedures.


 






     


     


    

 


Unless
the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the
Securities or portions thereof called for redemption.


 


If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.


 


The
Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire indebtedness of this Security
upon compliance by the Company with certain conditions set forth in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the 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 the Security at the times,
place and rate, and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in
the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained
under Section 1002 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer, in form satisfactory
to the Company and the Securities Registrar, duly executed by the Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount,
shall 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 in definitive form only under certain limited circumstances set forth in the Indenture.
Securities of this series so issued are issuable only in registered form without coupons in denominations of $2,000 and any integral


 






     


     


    

 


multiples
of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Securities
of this series so issued are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.


 


The
Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires
a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that
this Security constitute indebtedness.


 


THE
INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.