0001104659-16-161293.txt : 20161208 0001104659-16-161293.hdr.sgml : 20161208 20161208162936 ACCESSION NUMBER: 0001104659-16-161293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20161208 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161208 DATE AS OF CHANGE: 20161208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLSTATE CORP CENTRAL INDEX KEY: 0000899051 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 363871531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11840 FILM NUMBER: 162041753 BUSINESS ADDRESS: STREET 1: 2775 SANDERS ROAD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8474025000 MAIL ADDRESS: STREET 1: 2775 SANDERS ROAD CITY: NORTHBROOK STATE: IL ZIP: 60062-7127 8-K 1 a16-22302_48k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 8, 2016

THE ALLSTATE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		1-11840		36-3871531
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2775 Sanders Road, Northbrook, Illinois		60062
(Address of Principal Executive Offices)		(Zip Code)

(847) 402-5000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 — Other Events

Item 8.01. Other Events.

On December 8, 2016, the Registrant closed the public offering of $550,000,000 aggregate principal amount of its 3.280% Senior Notes due 2026 (the “2026 Notes”) and $700,000,000 aggregate principal amount of its 4.200% Senior Notes due 2046 (the “2046 Notes” and, together with the 2026 Notes, the “Senior Notes”). The Senior Notes were registered under the Registrant’s registration statement on Form S-3 (File No. 333-203757) (the “Registration Statement”).

The Senior Notes were issued pursuant to an Indenture, dated as of December 16, 1997, between the Registrant and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”), 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 Nineteenth Supplemental Indenture, with respect to the 2026 Notes (the “Nineteenth Supplemental Indenture”), and the Twentieth Supplemental Indenture, with respect to the 2046 Notes (the “Twentieth Supplemental Indenture”), each dated as of December 8, 2016.

The Senior Notes are senior unsecured obligations of the Registrant and rank equally with all unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. The 2026 Notes will bear interest at a rate of 3.280% per year and the 2046 Notes will bear interest at a rate of 4.200% per year. The Registrant will pay interest on the Senior Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2017. The 2026 Notes will mature on December 15, 2026 and the 2046 Notes will mature on December 15, 2046.

The foregoing descriptions of the Nineteenth Supplemental Indenture, the Twentieth Supplemental Indenture, the 2026 Notes and the 2046 Notes are qualified in their entirety by reference to the terms of such documents, which are filed hereto as Exhibits 4.1 through 4.4, respectively, and incorporated herein by reference.

On December 8, 2016, Willkie Farr & Gallagher LLP, counsel to the Registrant, issued an opinion and consent as to the validity of the Senior Notes, which is filed hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference.

Section 9 — Financial Statements and Exhibit

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits

	Exhibit No.	Description

	4.1	Nineteenth Supplemental Indenture, dated as of December 8, 2016, between the Registrant and the Trustee, including the form of the 2026 Notes as Exhibit A.

	4.2	Twentieth Supplemental Indenture, dated as of December 8, 2016, between the Registrant and the Trustee, including the form of the 2046 Notes as Exhibit A.

	4.3	Form of the 2026 Notes (included as Exhibit A to Exhibit 4.1 above).

	4.4	Form of the 2046 Notes (included as Exhibit A to Exhibit 4.2 above).

	5.1	Opinion of Willkie Farr & Gallagher LLP regarding the validity of the Senior Notes.

	23.1	Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE ALLSTATE CORPORATION

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

Date: December 8, 2016

EX-4.1 2 a16-22302_4ex4d1.htm EX-4.1

Exhibit 4.1

THE ALLSTATE CORPORATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

NINETEENTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)

Dated as of December 8, 2016

3.280% SENIOR NOTES DUE 2026

TABLE OF CONTENTS

		Page

ARTICLE I

SECTION 1.01.	Relation to Indenture	- 2 -
SECTION 1.02.	Definitions	- 2 -

ARTICLE II

SECTION 2.01.	Title of the Securities	- 3 -
SECTION 2.02.	Limitation on Aggregate Principal Amount	- 3 -
SECTION 2.03.	Principal Payment Date	- 3 -
SECTION 2.04.	Interest and Interest Rates	- 3 -
SECTION 2.05.	Place of Payment	- 4 -
SECTION 2.06.	Redemption	- 4 -
SECTION 2.07.	Denomination	- 6 -
SECTION 2.08.	Currency	- 6 -
SECTION 2.09.	Form of Securities	- 6 -
SECTION 2.10.	Securities Registrar and Paying Agent	- 6 -
SECTION 2.11.	Sinking Fund Obligations	- 6 -
SECTION 2.12.	Defeasance and Covenant Defeasance	- 6 -
SECTION 2.13.	Immediately Available Funds	- 6 -

ARTICLE III

SECTION 3.01.	Payment of Expenses	- 6 -
SECTION 3.02.	Payment Upon Resignation or Removal	- 7 -

ARTICLE IV

SECTION 4.01.	Trustee Not Responsible for Recitals	- 7 -
SECTION 4.02.	Adoption, Ratification and Confirmation	- 7 -
SECTION 4.03.	Counterparts	- 7 -
SECTION 4.04.	Governing Law	- 7 -

Nineteenth Supplemental Indenture, dated as of December 8, 2016, 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 NINETEENTH 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 Nineteenth Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions

For all purposes of this Nineteenth 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 Nineteenth Supplemental Indenture; and

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

- 2 -

ARTICLE II
The Series of Securities

SECTION 2.01. Title of the Securities

There shall be a series of Securities designated the “3.280% Senior Notes due 2026” (the “Securities”).

SECTION 2.02. Limitation on Aggregate Principal Amount

The aggregate principal amount of the Securities shall initially be limited to $550,000,000. 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. 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, 2026, 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 3.280% per annum, accruing from December 8, 2016, 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, 2017 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 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

- 3 -

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. 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, 2026 (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 15 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 date of redemption.

(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 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

- 4 -

(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 (assuming, for this purpose, that the Securities matured on the Par Call Date) 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 Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC or their respective successors, as selected by the Company, or if any of the foregoing refuse to act as treasury dealer for this purpose or cease to be primary U.S. Government securities dealers in the United States (a “Primary Treasury Dealer”), any other Primary Treasury Dealers specified by the Company 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.

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.

- 5 -

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 the offering, sale and issuance of the Securities, including commissions to the underwriters payable pursuant to the Underwriting Agreement, dated December 1, 2016, and compensation and expenses of the Trustee under the Indenture in accordance with the provisions of Section 607 of the Indenture.

- 6 -

SECTION 3.02. Payment Upon Resignation or Removal

Upon termination of this Nineteenth 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 Nineteenth Supplemental Indenture.

SECTION 4.02. Adoption, Ratification and Confirmation

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

SECTION 4.03. Counterparts

This Nineteenth 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.

SECTION 4.04. Governing Law

THIS NINETEENTH 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.

- 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Nineteenth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, on the date or dates indicated in the acknowledgments and as of the day and year first above written.

			THE ALLSTATE CORPORATION


			By:	/s/ Jesse E. Merten
				Name:	Jesse E. Merten
				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 Nineteenth Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:	/s/ Carolina D. Altomare
	Name:	Carolina D. Altomare
	Title:	Vice President

[Signature Page to Nineteenth 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 BD2

	ISIN No. US020002BD26

THE ALLSTATE CORPORATION

3.280% SENIOR NOTES DUE 2026

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, 2026. The Company further promises to pay interest on said principal sum outstanding from December 8, 2016, 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, 2017 at the rate of 3.280% 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:	Jesse E. Merten
				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: December 8, 2016

		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 3.280% Senior Notes due 2026 (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 Nineteenth Supplemental Indenture, dated as of December 8, 2016, 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, 2026 (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 15 basis points.

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

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

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

The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.

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

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, will 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.

EX-4.2 3 a16-22302_4ex4d2.htm EX-4.2

Exhibit 4.2

THE ALLSTATE CORPORATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

TWENTIETH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)

Dated as of December 8, 2016

4.200% SENIOR NOTES DUE 2046

TABLE OF CONTENTS

		Page
ARTICLE I

SECTION 1.01.	Relation to Indenture	- 2 -
SECTION 1.02.	Definitions	- 2 -

ARTICLE II

SECTION 2.01.	Title of the Securities	- 3 -
SECTION 2.02.	Limitation on Aggregate Principal Amount	- 3 -
SECTION 2.03.	Principal Payment Date	- 3 -
SECTION 2.04.	Interest and Interest Rates	- 3 -
SECTION 2.05.	Place of Payment	- 4 -
SECTION 2.06.	Redemption	- 4 -
SECTION 2.07.	Denomination	- 6 -
SECTION 2.08.	Currency	- 6 -
SECTION 2.09.	Form of Securities	- 6 -
SECTION 2.10.	Securities Registrar and Paying Agent	- 6 -
SECTION 2.11.	Sinking Fund Obligations	- 6 -
SECTION 2.12.	Defeasance and Covenant Defeasance	- 6 -
SECTION 2.13.	Immediately Available Funds	- 6 -

ARTICLE III

SECTION 3.01.	Payment of Expenses	- 6 -
SECTION 3.02.	Payment Upon Resignation or Removal	- 7 -

ARTICLE IV

SECTION 4.01.	Trustee Not Responsible for Recitals	- 7 -
SECTION 4.02.	Adoption, Ratification and Confirmation	- 7 -
SECTION 4.03.	Counterparts	- 7 -
SECTION 4.04.	Governing Law	- 7 -

Twentieth Supplemental Indenture, dated as of December 8, 2016, 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, 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;

NOW, THEREFORE, THIS TWENTIETH SUPPLEMENTAL INDENTURE WITNESSETH:

ARTICLE I
Relation to Indenture; Definitions

SECTION 1.01. Relation to Indenture

This Twentieth Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions

For all purposes of this Twentieth 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 Twentieth Supplemental Indenture; and

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

- 2 -

ARTICLE II
The Series of Securities

SECTION 2.01. Title of the Securities

There shall be a series of Securities designated the “4.200% Senior Notes due 2046” (the “Securities”).

SECTION 2.02. Limitation on Aggregate Principal Amount

The aggregate principal amount of the Securities shall initially be limited to $700,000,000. 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. 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, 2046, 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 4.200% per annum, accruing from December 8, 2016, 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, 2017 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 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

- 3 -

SECTION 2.05. Place of Payment

SECTION 2.06. Redemption

(a) The Company may redeem the Securities, in whole or in part, at any time and from time to time prior to June 15, 2046 (six 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 20 basis points.

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

(b) For the purposes of this Section 2.6,

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

- 4 -

The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.

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

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.

- 5 -

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

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

- 6 -

SECTION 3.02. Payment Upon Resignation or Removal

Upon termination of this Twentieth 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

SECTION 4.02. Adoption, Ratification and Confirmation

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

SECTION 4.03. Counterparts

This Twentieth 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.

SECTION 4.04. Governing Law

THIS TWENTIETH 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.

- 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Twentieth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, on the date or dates indicated in the acknowledgments and as of the day and year first above written.

			THE ALLSTATE CORPORATION


			By:	/s/ Jesse E. Merten
				Name: Jesse E. Merten
				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 Twentieth Supplemental Indenture]

	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee

	By:	/s/ Carolina D. Altomare
		Name: Carolina D. Altomare
		Title: Vice President

[Signature Page to Twentieth Supplemental Indenture]

EXHIBIT A

(FORM OF FACE OF SECURITY)

No.	Principal Amount: $

	CUSIP No. 020002 BC4

	ISIN No. US020002BC43

THE ALLSTATE CORPORATION

4.200% SENIOR NOTES DUE 2046

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, 2046. The Company further promises to pay interest on said principal sum outstanding from December 8, 2016, 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, 2017 at the rate of 4.200% 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

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

			THE ALLSTATE CORPORATION

			By:
				Name:	Jesse E. Merten
				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: December 8, 2016

	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 4.200% Senior Notes due 2046 (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 Twentieth Supplemental Indenture, dated as of December 8, 2016, 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 June 15, 2046 (six 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 20 basis points.

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

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

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

The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.

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

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.

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

EX-5.1 4 a16-22302_4ex5d1.htm EX-5.1

Exhibit 5.1

December 8, 2016

The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois, 60062

RE: THE ALLSTATE CORPORATION
3.280% SENIOR NOTES DUE 2026

4.200% SENIOR NOTES DUE 2046

Ladies and Gentlemen:

We have acted as special counsel to The Allstate Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of $550,000,000 in principal amount of its 3.280% Senior Notes due 2026 (the “2026 Notes”) and $700,000,000 in principal amount of its 4.200% Senior Notes due 2046 (the “2046 Notes” and, together with the 2026 Notes, the “Notes”) pursuant to the Underwriting Agreement, dated December 1, 2016 (the “Underwriting Agreement”), between the Company and the underwriters listed on Schedule I to the Underwriting Agreement for whom Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as representatives (collectively, the “Underwriters”). The Notes will be issued under the Indenture, dated December 16, 1997 (the “Base Indenture”), as amended by the Third Supplemental Indenture, dated July 23, 1999, and the Sixth Supplemental Indenture, dated June 12, 2000, and as supplemented by the Nineteenth Supplemental Indenture, with respect to the 2026 Notes, and the Twentieth Supplemental Indenture, with respect to the 2046 Notes, each dated December 8, 2016 (together, the “Supplemental Indentures,” and together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”).

In connection therewith, we have examined (a) the registration statement on Form S-3 (File No. 333-203757) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which automatically became effective under the Securities Act on April 30, 2015, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the documents incorporated by reference therein (such registration statement on the date such registration statement is deemed to be effective

The Allstate Corporation

December 8, 2016

Page 2

pursuant to Rule 430B of the Rules and Regulations for purposes of liability under Section 11 of the Securities Act of the Company and the Underwriters (which, for purposes hereof, is December 1, 2016, the “Effective Date”), and including the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B of the Rules and Regulations, the “Registration Statement”); (b) the prospectus, dated April 30, 2015 (the “Base Prospectus”), filed as part of the Registration Statement; (c) the preliminary prospectus supplement, dated December 1, 2016, relating to the Notes, in the form filed by the Company with the Commission on December 1, 2016 pursuant to Rule 424(b) of the Rules and Regulations; (d) the prospectus supplement, dated December 1, 2016 (together with the Base Prospectus, the “Prospectus”), relating to the Notes, in the form filed by the Company with the Commission on December 2, 2016 pursuant to Rule 424(b) of the Rules and Regulations; (e) an executed copy of the Underwriting Agreement; (f) an executed copy of the Base Indenture; (g) executed copies of the Supplemental Indentures; (h) an executed and authenticated copy of the certificates representing the Notes; (i) a certificate, dated December 2, 2016, and a facsimile bringdown thereof, dated December 8, 2016, from the Secretary of State of the State of Delaware as to the existence and good standing in the State of Delaware of the Company; (j) a copy of the Restated Certificate of Incorporation of the Company, as currently in effect, a copy of the Amended and Restated Bylaws of the Company, as currently in effect and a copy of the resolutions of the Board of Directors of the Company, in each case, as certified by the Assistant Secretary of the Company in the Assistant Secretary’s Certificate, dated December 8, 2016; and (k) such other records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.

We have also examined, have relied as to matters of fact upon and have assumed the accuracy of originals or copies certified, or otherwise identified to our satisfaction, of such records, agreements, documents and other instruments and such representations, statements and certificates or comparable documents of or from public officials and officers and representatives of the Company and of representations of such persons whom we have deemed appropriate, and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, and in connection with our review of all such documents, including the documents referred to in clauses (a) through (k) of the preceding paragraph, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

With your permission, for purposes of the opinion expressed herein, we have assumed that the Trustee has the power and authority to authenticate the certificates representing the Notes.

Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that the issuance of the Notes has been duly authorized by the Company, each certificate representing the Notes has been duly executed and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, and, assuming each certificate representing the Notes has been

The Allstate Corporation

December 8, 2016

Page 3

authenticated and delivered by the Trustee in accordance with the terms of the Indenture, the Notes constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (y) general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity), and the Notes are entitled to the benefits of the Indenture.

We express no opinion as to the effect of any federal or state laws regarding fraudulent transfers or conveyances. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. In particular (and without limiting the generality of the foregoing), we express no opinion concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of any Notes is located that limits the rate of interest that such holder may charge or collect. Furthermore, we express no opinion as to: (i) whether a United States federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Notes or the Indenture or the transactions contemplated thereby; and (ii) any waiver of inconvenient forum.

This opinion letter is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any circumstances that may come to our attention after the date hereof with respect to the opinion and statements set forth above, including any changes in applicable law that may occur after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Form 8-K to be filed in connection with the issuance and sale of the Notes, and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby concede that we come within the category of persons whose consent is required under Section 7 of the Securities Act.

	Very truly yours,


	/s/ Willkie Farr & Gallagher LLP