FORM OF UNDERWRITING AGREEMENT] THE ALLSTATE CORPORATION DEBT SECURITIES, DEBT WARRANTS AND PREFERRED STOCKUnderwriting Agreement • April 30th, 2012 • Allstate Financing X • Fire, marine & casualty insurance • New York
The Allstate Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ](1) (the “Securities”) registered under the Registration Statement referred to in Section 1(a) below. The Securities are to be issued pursuant to the provisions of the [ ](2) (the “Securities Agreement”).
TRUST AGREEMENTTrust Agreement • April 30th, 2012 • Allstate Financing X • Fire, marine & casualty insurance • Delaware
This TRUST AGREEMENT, dated as of April 26, 2012 (this “Trust Agreement”), among The Allstate Corporation, a Delaware corporation (the “Depositor”), U.S. Bank Trust National Association, a national banking association, as Delaware trustee (the “Delaware Trustee”), U.S. Bank National Association, a national banking association, as property trustee (the “Property Trustee”), and (iii) Mary J. McGinn, Mario Rizzo and Steven E. Shebik, each an individual, as administrative trustees (the “Administrative Trustees;” and, together with the Delaware Trustee and the Property Trustee, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
FORM OF PREFERRED SECURITIES GUARANTEE] PREFERRED SECURITIES GUARANTEE AGREEMENT [Allstate Financing VII] Dated as of ,Preferred Securities Guarantee Agreement • April 30th, 2012 • Allstate Financing X • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT (the “Preferred Securities Guarantee”), dated as of , , is executed and delivered by The Allstate Corporation, a Delaware corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States, as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of [Allstate Financing VII], a Delaware statutory business trust (the “Issuer”).
FORM OF AMENDED AND RESTATED TRUST AGREEMENT] AMENDED AND RESTATED TRUST AGREEMENT OF [ALLSTATE FINANCING VII] Dated as of ,Trust Agreement • April 30th, 2012 • Allstate Financing X • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”), dated and effective as of , , by the Trustees (as defined herein), the Depositor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to this Agreement;
