THE ALLSTATE CORPORATION TOAllstate Corp • December 13th, 2002 • Fire, marine & casualty insurance • New York
New York, New York December 12, 2002 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto c/o Banc One Capital Markets, Inc. 1 Bank One Plaza Chicago, IL 60670 Ladies and Gentlemen: The Allstate...Underwriting Agreement • December 13th, 2002 • Allstate Corp • Fire, marine & casualty insurance
LeBOEUF, LAMB, GREENE & MacRAE L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 125 West 55th Street New York, NY 10019-5389 (212) 424-8000 Facsimile: (212) 424-8500Allstate Corp • December 13th, 2002 • Fire, marine & casualty insurance
We have acted as special counsel for The Allstate Corporation, a Delaware corporation (the "Company"), in connection with the issuance and sale by the Company of an aggregate of $250,000,000 principal amount of the Company's 6.125% Senior Notes due 2032 (the "Securities") pursuant to the Indenture, 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, and as supplemented by the Ninth Supplemental Indenture, to be dated as of December 17, 2002 (the "Indenture"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee").
