Exhibit 4.1


 



 



 


The
Allstate Corporation


 


to


 


U.S.
Bank National Association,

as Trustee


 


Twenty-Fourth
Supplemental Indenture to

Indenture Dated December 16, 1997

(Senior Debt Securities)


 


Dated as of November 24, 2020


 


0.750%
Senior Notes due 2025


 


 



 






     


     


    

 


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
    Signature	6
	SECTION
    4.04.   	Governing Law	6
	SECTION
    4.05.   	Notice	7


 






    i


     


    

 


Twenty-Fourth
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-Fourth 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-Fourth
Supplemental Indenture constitutes an integral part of the Indenture.


 


SECTION
1.02.                  Definitions


 


For all purposes
of this Twenty-Fourth 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-Fourth Supplemental Indenture; and


 


(c)           The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to
this Twenty-Fourth 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 “0.750% Senior Notes due 2025” (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, 2025, 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 0.750% 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 


 






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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 November 15, 2025
(one month 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 7.5 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-Fourth 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-Fourth Supplemental Indenture.


 


SECTION
4.02.                  Adoption,
Ratification and Confirmation


 


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


 


SECTION
4.03.                  Counterparts;
Electronic Signature


 


This Twenty-Fourth
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-Fourth 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-Fourth 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-FOURTH
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.


 






    - 6 -


     


    

 


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 as 


 






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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-Fourth 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 Assistant Secretary	 	 



 


[Signature Page to Twenty-Fourth 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-Fourth 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 BH3


 


ISIN No. US020002BH30


 


The
Allstate Corporation


 


0.750%
Senior Notes due 2025


 


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,
2025. 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 0.750% 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 0.750% Senior Notes due 2025 (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-Fourth 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 November 15, 2025 (one month 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 7.5 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.