SEC Filing | The Allstate Corporation

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As filed with the Securities and Exchange Commission on August 27, 2003

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE ALLSTATE CORPORATION (Exact name of registrant as specified in its charter)		ALLSTATE FINANCING III ALLSTATE FINANCING IV ALLSTATE FINANCING V ALLSTATE FINANCING VI (Exact Name of each registrant as specified in its certificate of trust)
Delaware (State or other jurisdiction of incorporation or organization)		Delaware (State or other jurisdiction of organization of the trusts)
36-3871531		To be applied for
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
2775 Sanders Road Northbrook, Illinois 60062 (847) 402-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)		c/o The Allstate Corporation 2775 Sanders Road Northbrook, Illinois 60062 (847) 402-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Robert W. Pike
Vice President and Secretary
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
(847) 402-5000

(Name, address, including zip code, and telephone number, including area
code, of agent for service of each registrant)

Copy to:
John M. Schwolsky/Sheri E. Bloomberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum aggregate price per unit	Proposed maximum aggregate offering price(1)			Amount of registration fee(2)
Debt Securities of The Allstate Corporation (3)
Common Stock of The Allstate Corporation (4)
Preferred Stock, par value $1.00 per share, of The Allstate Corporation (5)
Depositary Shares of The Allstate Corporation(6)
Warrants (7)
Stock Purchase Contracts of The Allstate Corporation (8)
Stock Purchase Units of The Allstate Corporation (9)
Preferred Securities of Allstate Financing III, IV, V and VI (10)
Guarantee of Preferred Securities of Allstate Financing III, IV, V and VI by The Allstate Corporation and certain backup undertakings (11)
Total	$	2,000,000,000	100%	$	2,000,000,000(12	)	$	161,800

(1): The proposed maximum aggregate offering price has been estimated for the sole purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 and is exclusive of accrued interest, distributions and dividends, if any. Subordinated Debt Securities of The Allstate Corporation may be issued and sold to Allstate Financing III, IV, V and VI, in which event such Subordinated Debt Securities may later be distributed to the holders of Preferred Securities. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
(2): Does not include certain securities of The Allstate Corporation covered by Registration Statement No. 333-39640 which are being carried over to this registration statement. Also does not include the registration fee of $211,200 which was previously paid with respect to such securities.
(3): There is being registered hereunder an indeterminate principal amount of Debt Securities as may be sold from time to time, including sales upon the exercise of Warrants or delivery upon settlement of Stock Purchase Contracts or Stock Purchase Units. Includes such indeterminate number of shares of Debt Securities as may be issued upon conversion of or exchange for any securities being registered hereunder that provide for conversion or exchange into Debt Securities.
(4): Includes Series A Junior Participating Preferred Stock Purchase Rights. Prior to the occurrence of certain events, such rights will not be exercisable or evidenced separately from the Common Stock. There is being registered hereunder an indeterminate number of shares of Common Stock of The Allstate Corporation as may be sold from time to time at indeterminate prices, including sales upon the exercise of Warrants or delivery upon settlement of Stock Purchase Contracts or Stock Purchase Units. Includes such indeterminate number of shares of Common Stock as may be issued upon conversion of or exchange for any securities being registered hereunder that provide for conversion or exchange into Common Stock.

(5): There is being registered hereunder an indeterminate number of shares of Preferred Stock of The Allstate Corporation as may be sold from time to time at indeterminate prices, including sales upon the exercise of Warrants or delivery upon settlement of Stock Purchase Contracts or Stock Purchase Units. Also includes such indeterminate number of shares of Preferred Stock as may be issued upon conversion of or exchange for any securities being registered hereunder that provide for conversion or exchange into Preferred Stock.
(6): There is being registered hereunder an indeterminate number of Depositary Shares evidenced by Depositary Receipts as may be issued in the event that The Allstate Corporation elects to offer fractional interests in the Debt Securities or shares of either Common Stock or Preferred Stock registered hereby. An indeterminate number of Depositary Shares may also be issued upon the exercise of Warrants or delivery upon settlement of Stock Purchase Contracts or Stock Purchase Units. No separate consideration will be received for the Depositary Shares.
(7): There is being registered hereunder an indeterminate amount and number of Warrants as may be sold from time to time, representing rights to purchase Debt Securities, Preferred Stock or Common Stock. Warrants may be sold separately or with Debt Securities, Preferred Stock or Common Stock or other securities registered hereunder.
(8): There is being registered hereunder an indeterminate amount and number of Stock Purchase Contracts as may be sold from time to time, representing rights to purchase Preferred Stock, Common Stock or other property.
(9): There is being registered hereunder an indeterminate amount and number of Stock Purchase Units as may be sold from time to time, representing ownership of Stock Purchase Contracts and (i) Debt Securities, (ii) Depositary Shares representing fractional interests in Debt Securities or shares of Common Stock or Preferred Stock, (iii) debt obligations of third parties, including U.S. Treasury Securities, or (iv) Preferred Securities of our subsidiary trusts.
(10): There is being registered hereunder an indeterminate number of Preferred Securities as may be sold severally from time to time by Allstate Financing III, Allstate Financing IV, Allstate Financing V and Allstate Financing VI.
(11): No separate consideration will be received for any Guarantees. The Guarantees include the rights of holders of the Preferred Securities under the Guarantees and certain backup undertakings, comprised of obligations of The Allstate Corporation under the Subordinated Indenture and the Supplemental Indentures thereto and under the Declarations of Trust of each of Allstate Financing III, IV, V and VI, each as described in the Registration Statement.
(12): No separate consideration will be received for the Debt Securities, Preferred Stock, Common Stock or the Depositary Shares issuable upon conversion of or in exchange for any securities registered hereunder that provide for conversion or exchange into such securities.

Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the prospectus contained in this registration statement also relates to $800,000,000 of unsold securities covered by the registration statement on Form S-3 (Registration No. 333-39640) of The Allstate Corporation which are being carried forward in connection with this registration statement. In the event that any of such previously registered securities are offered prior to the effective date of this registration statement, the amount of such securities will not be included in any prospectus hereunder. The amount of securities being registered pursuant to this registration statement, together with the remaining securities registered under Registration Statement No. 333-39640, represents the maximum amount of securities which are expected to be offered for sale.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

SUBJECT TO COMPLETION, DATED AUGUST 27, 2003

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted or would require registration or qualification under the securities laws of the jurisdiction.

PROSPECTUS

$2,800,000,000
THE ALLSTATE CORPORATION
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
Stock Purchase Contracts
Stock Purchase Units

ALLSTATE FINANCING III		ALLSTATE FINANCING V
ALLSTATE FINANCING IV		ALLSTATE FINANCING VI

Trust Preferred Securities
Fully and Unconditionally Guaranteed
as described in this Prospectus and the accompanying prospectus supplement
by The Allstate Corporation

By this prospectus, we, in conjunction with our trusts, may offer from time to time up to $2,800,000,000 of any combination of the securities described in this prospectus.

We will provide the specific terms of these securities in supplements to this prospectus. We can only use this prospectus to offer and sell any specific security by also including a prospectus supplement for that security. You should read this prospectus and the prospectus supplements carefully before you invest.

Unless stated otherwise in this prospectus supplement, these securities will not be listed on any securities exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2003

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		i
WHERE YOU CAN FIND MORE INFORMATION		i
THE ALLSTATE CORPORATION FILINGS		ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
THE ALLSTATE CORPORATION		1
THE TRUSTS		1
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS		2
USE OF PROCEEDS		2
DESCRIPTION OF DEBT SECURITIES		3
DESCRIPTION OF CAPITAL STOCK		16
DESCRIPTION OF DEPOSITARY SHARES		23
DESCRIPTION OF WARRANTS		25
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		28
DESCRIPTION OF TRUST PREFERRED SECURITIES		28
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES		30
PLAN OF DISTRIBUTION		33
LEGAL OPINION		35
EXPERTS		35
ERISA MATTERS		35

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we and Allstate Financing III, Allstate Financing IV, Allstate Financing V and Allstate Financing VI, which we refer to as the trusts, have filed with the Securities and Exchange Commission using a "shelf" registration process. Under this shelf process, we and the trusts may sell the securities described in the prospectus from time to time. This prospectus provides you with a general description of the securities we and the trusts may offer. We and the trusts may also add, update or change information contained in this prospectus through one or more supplements to this prospectus. Any statement that we and the trusts make in this prospectus will be modified or superseded by any inconsistent statement made by us or the trusts in a prospectus supplement. The rules of the Securities and Exchange Commission allow us to incorporate by reference information into this prospectus. This information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information. See "The Allstate Corporation Filings." You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information."

No person has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by The Allstate Corporation or the trusts, or any underwriter, agent, dealer or remarketing firm. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of The Allstate Corporation since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to the date of such information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

References to "Allstate, "we," "us" and "our" in this prospectus are references to The Allstate Corporation, and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

WHERE YOU CAN FIND MORE INFORMATION

We and the trusts have filed a registration statement on Form S-3 with the Securities and Exchange Commission to register the securities covered by this prospectus. This prospectus forms a part of that registration statement and does not contain all of the information in the registration statement or the exhibits to the registration statement.

We are subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may review a copy of those reports, statements or other information at the Securities and Exchange Commission's public reference room, which is located at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms.

These Securities and Exchange Commission filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the Securities and Exchange Commission at "http://www.sec.gov." Reports, proxy statements and other information concerning us may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

We have not included any separate financial statements for the trusts. They were omitted because the trusts are our wholly owned subsidiaries, with no independent operations and we guarantee the fee obligations relating to the trust securities.

The Securities and Exchange Commission allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring you to other documents filed separately with the Securities and Exchange Commission. The information incorporated by reference is considered to be part of this prospectus, except for any information superseded by information contained directly in this prospectus or in later filed documents incorporated by reference in this prospectus. This prospectus incorporates by reference the documents set forth below that we have previously filed with the Securities and Exchange Commission. These documents contain important business and financial information about us that is not included in or delivered with this prospectus.

THE ALLSTATE CORPORATION FILINGS

(File No. 001-11840)		Period or Date Filed
Annual Report on Form 10-K and the portions of our Proxy Statement dated March 28, 2003 for our 2003 Annual Meeting incorporated by reference into our Annual Report		Fiscal Year ended December 31, 2002
Quarterly Reports on Form 10-Q		Quarters ended March 31, 2003 and June 30, 2003
Current Reports on Form 8-K		Filed January 14 and May 30, 2003
Description of our common stock contained in our registration statement on Form 10		April 29, 1993 (as amended by the Form 10/A filed on May 14, 2001)
Description of our preferred share purchase rights contained in our registration statement on Form 8-A		Filed February 19, 1999

We are also incorporating by reference all other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the termination of this offering.

You can request a free copy of any or all of these documents, other than the exhibits to those documents, unless those exhibits are specifically incorporated by reference into these documents, by writing to or calling the following address or telephone number: Investor Relations Department, The Allstate Corporation, 3075 Sanders Road, Northbrook, Illinois 60062-7127, Telephone: (800) 416-8803.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate by reference contain "forward-looking statements" that anticipate results based on management's estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like "plans," "expects," "will," "anticipates," "estimates," "intends," "believes," "likely" and other words with similar meanings. These statements may address, among other things, our strategy for growth, product development, regulatory approvals, market position, expenses, financial results and reserves. Management believes that these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could

differ materially from those communicated in these forward-looking statements. In addition to the normal risks of business, we are subject to significant risks and uncertainties, including those identified in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Forward-Looking Statements and Risk Factors Affecting Allstate" in Appendix D to our Notice of Annual Meeting and Proxy Statement dated March 28, 2003 and the sections entitled "Forward Looking Statements" and "Risk Factors" contained in our Forms 10-Q for the quarters ended June 30 and March 31, 2003.

iii

THE ALLSTATE CORPORATION

We are a holding company that conducts most of our business through our subsidiaries, Allstate Insurance Company, or AIC, and Allstate Life Insurance Company. We are the nation's largest publicly held personal lines insurance company and the second largest personal property and casualty insurer. Our main business segments include Allstate Protection and Allstate Financial. Allstate Protection provides personal property and casualty insurance through approximately 12,300 exclusive agents and financial specialists in the United States and Canada. It also includes our Ivantage unit that sells personal property and casualty insurance exclusively through approximately 14,200 independent agents across the country. Allstate Financial provides life insurance, retirement and investment products through independent agents, Allstate exclusive agencies, broker-dealers, financial institutions, direct marketing and workplace marketing and is the nation's 10th largest life insurance business based on ordinary life insurance in force. We also have a segment, Discontinued Lines and Coverages, which represents business no longer written by us and includes asbestos, environmental and other exposures from businesses in run-off.

We were incorporated in Delaware on November 5, 1992. Our executive offices are located at 2775 Sanders Road, Northbrook, Illinois 60062, and at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Our telephone number is (847) 402-5000.

As a holding company with no significant business operations of our own, we rely on dividends from AIC as the principal source of cash to pay dividends to our stockholders and to meet our obligations, including the payment of principal of and any interest on our debt obligations. AIC is regulated as an insurance company in Illinois. Under Illinois law, AIC may not pay a dividend without notifying the Illinois Department of Insurance and providing specified financial information. Furthermore, Illinois law requires AIC to notify and receive approval from the Director of the Illinois Department of Insurance for the declaration or payment of any dividend which, together with other dividends or distributions made within the preceding twelve months, exceeds the greater of:

•: 10% of AIC's statutory surplus as of December 31 of the prior year; or
•: AIC's statutory net income for the twelve-month period ending December 31 of the prior year.

The laws of other jurisdictions that generally govern our insurance subsidiaries contain similar limitations on the payment of dividends; however, in some jurisdictions the laws may be somewhat more restrictive.

THE TRUSTS

The four trusts, Allstate Financing III, IV, V and VI, are Delaware statutory trusts formed to raise capital for us by issuing common securities to us and preferred securities issued under this prospectus and a prospectus supplement, and investing the proceeds in subordinated debt securities issued by us.

We will directly or indirectly own all of the common securities of each of our trust subsidiaries. The common securities will rank equally with, and each trust will make payments on the common securities in proportion to, the trust preferred securities, except that if an event of default occurs under the declaration of one of the trusts, our rights, as holder of the common securities, to payments will be subordinated to your rights as holder of the trust preferred securities.

Each of our trusts has a term of approximately 55 years, but may terminate earlier as provided in its declaration, each declaration being governed by Delaware law. As holder of the common securities of the trusts, we are entitled to appoint, remove or replace any of, or increase or decrease the number of, the trustees of each of our trusts. Each of our trusts' business and affairs will be conducted by the trustees we appoint. The trustees' duties and obligations are governed by the trusts' declarations. Prior to the issuance of any trust preferred securities, we will ensure that a majority of the trustees of the

applicable trust are persons who are our employees or officers or affiliates and that one trustee of each trust is a financial institution that will not be an affiliate of ours and that will act as property trustee, guarantee trustee and indenture trustee for purposes of the Trust Indenture Act of 1939. In addition, unless the property trustee maintains a principal place of business in the State of Delaware and meets the other requirements of applicable law, one other trustee of each of our trusts will have its principal place of business or reside in the State of Delaware.

We will pay all of our trusts' fees and expenses, including those relating to any offering of trust preferred securities. In addition, we guarantee payments on the trust preferred securities to the extent our trusts can themselves make payments on the trust preferred securities.

The name and office of the Delaware trustee for each trust in the State of Delaware is Wachovia Bank of Delaware National Association (as successor in interest to Delaware Trust Capital Management, Inc.), 1 Rodney Square, 920 King Street, Suite 100, Wilmington, Delaware 19801. The principal place of business of each trust is 2775 Sanders Road, Northbrook, Illinois 60062. The telephone number of each trust in Northbrook, Illinois is (847) 402-5000.

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table shows the ratio of earnings to fixed charges and the ratio of earnings to fixed charges and preferred stock dividends for Allstate and its subsidiaries for the periods indicated:

		For the six months ended June 30,				For the year ended December 31,
		2003		2002		2002		2001		2000		1999		1998
Ratio of earnings to fixed charges (1)(2)		2.5x		1.9x		1.7x		1.6x		2.6x		3.4x		4.1x

(1): We have authority to issue up to 25,000,000 shares of preferred stock, par value $1.00 per share; however, there are currently no shares outstanding and we do not have a preferred stock dividend obligation. Therefore, the ratio of earnings to fixed charges and preferred stock dividends is equal to the ratio of earnings to fixed charges and is not disclosed separately.
(2): For purposes of this computation, earnings consist of income from continuing operations before income taxes. Fixed charges consist of interest expense, including interest credited to contractholder funds, amortization of financing costs, that portion of rental expense that is representative of the interest factor and dividends on redeemable preferred securities.

USE OF PROCEEDS

Unless we specify otherwise in the applicable prospectus supplement accompanying this prospectus, we will use the net proceeds from the sale of the securities for general corporate purposes. Each trust will invest all proceeds received from the sale of its trust preferred securities in a particular series of subordinated debt securities to be issued by us.

DESCRIPTION OF DEBT SECURITIES

The following description of the debt securities and terms of the indentures is a summary. It summarizes only those aspects of the debt securities and those portions of the indentures which we believe will be most important to your decision to invest in our debt securities. You should keep in mind, however, that it is the indentures, and not this summary, which define your rights as a debtholder. There may be other provisions in the indentures which are also important to you. You should read the indentures for a full description of the terms of the debt. The senior indenture and the subordinated indenture are filed as exhibits to the Registration Statement that includes this prospectus. See "Where You Can Find More Information" for information on how to obtain copies of the senior indenture and the subordinated indenture.

The debt securities may be issued from time to time in one or more series. The particular terms of the debt securities offered by any prospectus supplement and the extent to which the general provisions described below may apply to such debt securities will be outlined in the applicable prospectus supplement.

We will issue the senior debt securities under a Senior Indenture, entered into between Allstate and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee, dated December 16, 1997, as amended by a third supplemental indenture dated as of July 23, 1999 and as amended by a sixth supplemental indenture dated as of June 12, 2000 and as may be supplemented by one or more additional supplemental indentures. We will issue the subordinated debt securities under a separate Subordinated Indenture, entered into between Allstate and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee, dated November 25, 1996, as amended by a third supplemental indenture dated as of July 23, 1999 and as amended by a fourth supplemental indenture dated as of June 12, 2000 and as may be supplemented by one or more additional supplemental indentures. The Senior Indenture and the Subordinated Indenture are sometimes referred to collectively as the "indentures." The trustees under the Senior Indenture and under the Subordinated Indenture are referred to herein as the "indenture trustees."

In addition, as described under "Description of Depositary Shares", we may, at our option, offer depositary shares evidenced by depositary receipts, each representing a fractional interest in debt securities and deposited with a depositary. The fractional interest in the debt securities which each depositary share represents will be stated in the prospectus supplement relating to any debt securities offered through depositary shares.

Numerical references in parentheses below are to sections in the applicable indenture. Wherever we refer to particular sections or defined terms of an indenture, those sections or defined terms are incorporated by reference in this description as part of the statement made, and the statement is qualified in its entirety by such reference.

General

The indentures provide that we may issue debt securities in separate series from time to time in an unlimited amount. We may specify a maximum aggregate principal amount for the debt securities of any series. (Section 301) The debt securities will have terms and provisions that are not inconsistent with the applicable indenture, including our determination as to maturity, principal and interest. Unless otherwise indicated in a prospectus supplement, the senior debt securities will be our unsecured obligations and will rank on a parity with all other unsecured and unsubordinated indebtedness. The subordinated debt securities will be our unsecured obligations, subordinated in right of payment to the prior payment in full of all our senior debt as described in the applicable prospectus supplement.

Our assets consist primarily of the common stock of AIC and other subsidiaries, and we conduct no substantial business or operations of our own. We derive substantially all of our income from our

operating subsidiaries. Accordingly, our cash flows and consequent ability to service our obligations, including our debt securities, are dependent upon the earnings of our subsidiaries, and distributions of those earnings to us, and other payments or distributions of funds by our subsidiaries to us.

Except to the extent we or our creditors have a priority or equal claim as a creditor directly against our subsidiaries, payments due on the debt securities and any distribution of assets of any of our subsidiaries upon liquidation or reorganization effectively will be subordinated to the debt and preferred stock of the subsidiaries because, as the common stockholder of those subsidiaries, we will be subject to the prior claims of their creditors. Our debt securities effectively will also be subordinated to any of our secured indebtedness to the extent of any such security.

If subordinated debt securities are issued to a trust in connection with the issuance of trust preferred securities, such subordinated debt securities may thereafter be distributed pro rata to the holders of such trust securities in connection with the dissolution of such trust upon the occurrence of certain events described in the applicable prospectus supplement.

We will prepare a prospectus supplement for each series of debt securities that we issue. Each prospectus supplement will set forth the applicable terms of the debt securities to which it relates. These terms will include some or all of the following:

•: the title of the debt securities;
•: any limit on the aggregate principal amount of the debt securities or the series of which they are a part;
•: the person to whom any interest on any of the debt securities will be payable, if other than the person in whose name that debt security is registered at the close of business on the record date for such interest payment;
•: the dates on which the principal of any of the debt securities will be payable;
•: the rates at which the debt securities will bear interest, the dates from which any interest will accrue, the interest payment dates on which any interest will be payable and the record date for any such interest payable;
•: the places where the principal, interest and premium on any of such debt securities will be payable;
•: the periods within which, the prices at which and the terms on which any debt securities may be redeemed at our option and, if other than by a resolution by our Board of Directors, the manner in which any election by us to redeem the debt securities will be evidenced;
•: any obligation we have to redeem or purchase any of the debt securities out of any sinking fund or, at the option of the holder, the periods within which, the prices and terms on which any of such debt securities will be redeemed or purchased;
•: the denominations in which any of the debt securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof;
•: if the amount of principal, interest or premium on any of the debt securities may be determined with reference to an index or by a formula, the manner in which such amounts will be determined;
•: if other than the currency of the United States, the currency, currencies or currency units in which the principal, interest or premium on any of the debt securities will be payable;
•: if the principal, interest or premium on any of the debt securities is to be payable, at our election or the election of the holder, in one or more currencies other than those in which the

debt securities are stated to be payable, the currencies in which payment of the principal, interest and premium on the debt securities as to which such election is made will be payable, the periods within which and the terms upon which such election is to be made and the amount so payable;

•: if other than the entire principal amount, the portion of the principal amount of debt securities which will be payable upon declaration of acceleration of the maturity thereof;
•: if the principal amount payable at the stated maturity of any of the debt securities is not determinable upon original issuance, the amount which will be deemed to be the principal amount of the debt securities for any other purpose thereunder or under the applicable indenture including the principal amount thereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any date (or, in any such case, any manner in which such principal amount is to be determined);
•: any trustee (other than U.S. Bank National Association), depositary, authenticating or paying agent, transfer agent, registrar or other agent with respect to the debt securities;
•: if applicable, the extent to which the debt securities are defeasible, that is, capable of being made void;
•: whether any of the debt securities will be issuable in the form of global securities;
•: the terms and conditions of any obligation or right we would have or any option you would have to convert or exchange the debt securities into other securities or cash;
•: any addition to or change in the events of default applicable to any of the debt securities and any change in the right of an indenture trustee or the holders to declare the principal amount of any debt securities due and payable;
•: any addition to or change in the covenants described under "Certain Covenants with Respect to Senior Debt Securities" and "Certain Covenants with Respect to Subordinated Debt Securities" applicable to any of such debt securities; and
•: any other terms of the debt securities not inconsistent with the provisions of the applicable indenture but which may modify or delete any provision of the indenture insofar as it applies to such series; provided that no term of any indenture may be modified or deleted if imposed under the Trust Indenture Act of 1939, as amended, and that any modification or deletion of the rights, duties or immunities of the applicable indenture trustee shall have been consented to in writing by the indenture trustee.

(Section 301)

Debt securities, including original issue discount securities, may be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to debt securities sold at an original issue discount or which are denominated in a currency or currency unit other than United States dollars will be described in the applicable prospectus supplement.

Form, Exchange And Transfer

The debt securities of a series shall be issued as registered securities, unless a supplemental indenture, as described in the applicable prospectus supplement, provides that debt securities of a series may be issued as bearer securities (with or without coupons attached) or as both registered securities and bearer securities. Debt securities may be issuable in the form of global debt securities, as described below under "Global Securities."

Registered securities of any series will be exchangeable for other registered securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. If the supplemental indenture permits debt securities of any series to be issuable as both registered securities and as bearer securities, then at the option of the holder and subject to the terms of the applicable indenture, bearer securities of such series will be exchangeable for registered securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. Unless otherwise indicated in the applicable prospectus supplement, any bearer security surrendered in exchange for a registered security between a record date or a special record date for defaulted interest and the relevant date for payment of interest will be surrendered without the coupon relating to such date for payment of interest and interest represented by that coupon will not be payable in respect of the registered security issued in exchange for such bearer security, but will be payable only to the holder of such coupon when due in accordance with the terms of the applicable indenture. Bearer securities will not be issued in exchange for registered securities.

No service charge will be made for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange will be effected upon the security registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. We have appointed the applicable indenture trustee as security registrar. Any transfer agent (in addition to the security registrar) initially designated by us for any debt securities will be named in the applicable prospectus supplement. (Section 305)

At any time, we may designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. (Section 1002)

In the event that we redeem in part debt securities of any series, we will not be required to:

•: issue, register the transfer of or exchange any debt security of that series, or of that series and specified terms, as the case may be, during a period beginning at the opening of business 15 business days before the day of mailing of a notice of redemption of any such debt security selected for redemption and ending at the close of business on the day of such mailing; or
•: register the transfer of or exchange any debt security so selected for redemption, in whole or in part, except the unredeemed portion of any such debt security being redeemed in part.

(Section 305)

Global Securities

The debt securities of any series may be represented by global securities which will have an aggregate principal amount equal to that of the debt securities they represent. We will deposit the debt securities with, or on behalf of, a depositary identified in the prospectus supplement relating to such series. Each global security will bear a legend regarding the restrictions on exchanges and registration of transfer as may be provided by the indentures. The depositary shall at all times be a clearing agency registered under the Securities Exchange Act of 1934, as amended. (Section 101)

No global security may be exchanged for debt securities registered, and no transfer of a global security may be registered, in the name of any person other than the depositary for such global security unless:

•: the depositary has notified us that it is unwilling or unable to continue as depositary for such global security or has ceased to be qualified to act as such as required by the applicable indenture;

•: there shall have occurred and be continuing an event of default with respect to the debt securities represented by such global security; or
•: there shall exist such circumstances as may be described in the applicable prospectus supplement.

All debt securities issued in exchange for a global security or any portion thereof will be registered in such names as the depositary may direct. (Section 305) The laws of some jurisdictions require that certain purchasers of debt securities take physical delivery of such debt securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global security.

As long as the depositary, or its nominee, is the registered holder of a global security, the depositary or such nominee, will be considered the sole owner and holder of such global security and the debt securities represented by it. Except in the limited circumstances referred to above, owners of beneficial interests in a global security will not be entitled to have such global security or any debt securities represented thereby registered in their names, will not receive or be entitled to receive physical delivery of certificated debt securities in exchange therefor and will not be considered to be the owners or holders of such global security or any debt securities represented thereby for any purpose under the debt securities or the applicable indenture. All payments of principal, interest and premium on a global security will be made to the depositary or its nominee, as its holder.

Ownership of beneficial interests in a global security will be limited to participants or to persons that may hold beneficial interests through institutions that have accounts with the depositary or its nominee. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the depositary or any such participant. Payments, transfers, exchanges and other matters relating to beneficial interests in a global security may be subject to various policies and procedures adopted by the depositary from time to time. Neither Allstate, any indenture trustee or any agent of Allstate or of any indenture trustee will have any responsibility or liability for any aspect of the depositary or any participant's records relating to, or for payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any of the depositary's records or any participant's records relating to such beneficial ownership interests.

Payment And Paying Agents

Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name such debt security is registered at the close of business on the record date for such interest, except in the case of defaulted interest. (Section 307)

Unless otherwise indicated in the applicable prospectus supplement, principal, interest and premium on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time. Notwithstanding, at our option, payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security register.

Unless otherwise indicated in the applicable prospectus supplement, a paying agent designated by us and located in the Borough of Manhattan, The City of New York will act as paying agent for payments with respect to debt securities of each series. All paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series. (Section 1002)

All moneys paid by us to a paying agent for the payment of the principal, interest or premium on any debt security which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us upon request, and the holder of such debt security thereafter may look only to us for payment thereof. (Section 1003)

Conversion or Exchange

We may convert or exchange the debt securities into our common stock or other securities. If so, we will describe the specific terms on which the debt securities may be converted or exchanged in the applicable prospectus supplement. The conversion or exchange may be mandatory, at your option, or at our option. The applicable prospectus supplement will describe the manner in which the shares of our common stock or other securities you would receive would be converted or exchanged.

Subordination of Subordinated Debt Securities

Unless otherwise indicated in the prospectus supplement, the following provisions will apply to the subordinated debt securities.

To the extent set forth in the Subordinated Indenture, the subordinated debt securities will be subordinate in right of payment to the prior payment in full of all senior indebtedness. (Section 1401 of the Subordinated Indenture) In the event of an insolvency, the holders of senior indebtedness shall be entitled to receive payment in full of all amounts due or to become due in respect of all senior indebtedness (or provisions shall be made for such payment in cash) before the holders of subordinated debt securities are entitled to receive any distribution on account of principal, interest or premium on subordinated debt securities. Consequently, the holders of senior indebtedness shall be entitled to receive all distributions of any kind which may be deliverable in respect of the subordinated debt securities in any insolvency, including any distribution which may be deliverable by reason of the payment of any of our other indebtedness being subordinated to the payment of subordinated debt securities. The holders of senior indebtedness shall apply such distributions to the payment of the senior indebtedness.

"Insolvency" means any of the following events:

•: any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to us or to our creditors, or to our assets; or
•: any liquidation, dissolution or other winding-up of Allstate, whether or not involving insolvency or bankruptcy; or
•: any assignment for the benefit of creditors or any other marshaling of our assets and liabilities. (Section 1403 of the Subordinated Indenture)

By reason of such subordination, in the event of liquidation or insolvency, our creditors may recover less, ratably, than holders of senior debt securities and may recover more, ratably, than the holders of the subordinated debt securities.

In the event of the acceleration of the maturity of any subordinated debt securities, the holders of all senior debt securities outstanding at the time of such acceleration will first be entitled to receive payment in full of all amounts due on the senior debt securities before the holders of the subordinated debt securities will be entitled to receive any payment of principal, interest or premium on the subordinated debt securities. (Section 1404 of the Subordinated Indenture)

No payment of principal, interest or premium on the subordinated debt securities is permitted if any of our senior indebtedness is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or if the

maturity of any of our senior indebtedness has been accelerated because of a default. (Section 1402 of the Subordinated Indenture)

The Subordinated Indenture does not limit or prohibit the issuance of additional senior debt securities, which may include indebtedness that is senior to the subordinated debt securities, but subordinate to our other obligations.

The term "Senior Indebtedness" means, with respect to Allstate:

•

the principal, interest and premium in respect of our indebtedness for borrowed money and indebtedness evidenced by securities, debentures, bonds or other similar instruments issued by us;

•

all of our capital lease obligations;

•

all of our obligations issued or assumed as the deferred purchase price of property, all of our conditional sale obligations and all of our obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

•

all of our obligations for the reimbursement on any letter of credit, banker's acceptance, security purchase facility or similar credit transaction;

•

all obligations of the types referred to above of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise; and

•

all obligations of the types referred to above of other persons secured by any lien on any of our property or asset whether or not such obligation is assumed by us, except for:

•: any such indebtedness that is by its terms subordinated to or ranks equal with the subordinated debt securities; and
•: any indebtedness between or among us or our affiliates (including all other debt securities and guarantees in respect of those debt securities) issued to any of our wholly owned trust subsidiaries or any trust, partnership or other entity affiliated with us that is our financing vehicle in connection with the issuance by such financing entity of preferred securities unless otherwise expressly provided in the terms of such debt securities.

Such senior indebtedness shall continue to be senior indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such senior indebtedness. (Sections 101 and 1408 of the Subordinated Indenture)

The prospectus supplement may further describe the provisions applicable to the subordination of the subordinated debt securities of a particular series.

Certain Covenants With Respect To Senior Debt Securities

Limitation on Liens of Stock of AIC. The Senior Indenture prohibits us and our subsidiaries from directly or indirectly creating, assuming, incurring or permitting to exist any indebtedness secured by any lien on the capital stock of AIC unless the senior debt securities shall be secured equally and ratably with such indebtedness for at least the time period such indebtedness is so secured. (Section 1008 of the Senior Indenture)

"Indebtedness" is defined in the Senior Indenture as the principal, premium and interest due on indebtedness of a person, whether outstanding on the date of such indenture or thereafter created, incurred or assumed, which is indebtedness for borrowed money, and any amendments, renewals,

extensions, modifications and refundings of any such indebtedness. For purposes of this definition, "indebtedness for borrowed money" means:

•: any obligation of, or any obligation guaranteed by, such person for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments;
•: any obligation of, or any such obligation guaranteed by, such person evidenced by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses, provided, however, that the deferred purchase price of any property, assets or business shall not be considered indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created; and
•: any obligations of such person as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any sale and lease-back transaction to which such person is a party.

For purposes of this covenant only, indebtedness also includes any obligation of, or any obligation guaranteed by, any person for the payment of amounts due under a swap agreement or similar instrument or agreement, or under a foreign currency hedge exchange or similar instrument or agreement. (Sections 101 and 1008 of the Senior Indenture)

Limitations on Disposition of Stock of AIC. Subject to limited exceptions, the Senior Indenture provides that as long as any senior debt securities are outstanding, we will not issue, sell, transfer or otherwise dispose of any shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock of AIC, other than preferred stock having no voting rights of any kind, and that we will not permit AIC to issue any shares of, or securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock of AIC, other than preferred stock having no voting rights of any kind if, after giving effect to any such transaction and the issuances of the maximum number of shares issuable upon the conversion or exercise of all such convertible securities, warrants, rights or options, we would own, directly or indirectly, less than 80% of the shares of AIC, other than preferred stock having no voting rights of any kind. The Senior Indenture also requires that any such issuance, sale, transfer or other disposition by AIC must be made for at least a fair market value consideration, as determined by our Board of Directors in good faith, and that the foregoing shall not prohibit any such issuance or disposition of securities if required by any law or any regulation or order of any governmental or insurance regulatory authority

Notwithstanding the foregoing, we may merge or consolidate AIC into or with another direct wholly owned subsidiary and we may, subject to the provisions set forth in "Consolidation, Merger and Sale of Assets" below, sell, transfer or otherwise dispose of the entire capital stock of AIC at one time for at least a fair market value consideration as determined by our Board of Directors in good faith. (Section 1009 of the Senior Indenture)

Certain Covenants with Respect to Subordinated Debt Securities

If subordinated debt securities are issued to a trust in connection with the issuance of trust securities and there has occurred an event of default under the applicable declaration of trust, we are in default with respect to our payment of any obligations under the related preferred securities guarantee or common securities guarantee or we have given notice of our election to defer payments of interest on subordinated debt securities by extending the interest payment period as provided in the Subordinated Indenture, then we shall not:

•: declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to any of our capital stock;

•: make any guarantee payments with respect to our capital stock; or
•: make any payment of principal, interest, or premium on or repay, repurchase or redeem any debt securities (including guarantees) that rank equal with or junior to such subordinated debt securities.

However, in such circumstances, we may:

•: declare and pay dividends on, or make distributions with respect to, our capital stock payable in our common stock;
•: redeem or repurchase any rights, declare a dividend of any rights or issue any security under our rights plan;
•: purchase or acquire shares of our common stock in connection with the satisfaction of our obligations under any employee benefit plan;
•: carry out any reclassification of our capital stock or the exchange or conversion of one class or series of our capital stock for another class or series of our capital stock; and
•: purchase fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged.

(Section 1008 of the Subordinated Indenture)

If subordinated debt securities are issued to a trust in connection with the issuance of trust securities, for so long as such securities remain outstanding, we covenant to:

•: directly or indirectly maintain 100% ownership of the common securities of such trust; provided, however, that any permitted successor under the applicable indenture may succeed to our ownership of such common securities;
•: use our reasonable efforts to cause such trust to remain a statutory business trust, except in connection with the distribution of subordinated debt securities to the holders of trust preferred securities in liquidation of such trust, the redemption of all of the trust securities of such trust, or certain mergers, consolidations or amalgamations, each as permitted by the declaration of such trust, and to continue to be classified as a grantor trust for United States federal income tax purposes; and
•: use our reasonable efforts to cause each holder of trust preferred securities to be treated as owning an undivided beneficial interest in the subordinated debt securities.

(Section 1009 of the Subordinated Indenture)

Consolidation, Merger and Sale of Assets

Without the consent of the holders of any of the outstanding debt securities under the indentures, we may consolidate with or merge into, or convey, transfer or lease its properties and assets to any person and may permit any person to consolidate with or merge into it. However, in such event, any successor person must be a corporation, partnership, or trust organized and validly existing under the laws of any domestic jurisdiction and must assume our obligations on the debt securities and under the applicable indenture. We agree that after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default shall have occurred and be continuing and that certain other conditions are met; provided such provisions will not be applicable to the direct or indirect transfer of the stock, assets or liabilities of any of our subsidiaries to another of our direct or indirect subsidiaries. (Section 801)

Except as provided in this prospectus or as may otherwise be provided in the accompanying prospectus supplement, there are no "event risks" or similar provisions of the indentures or the debt securities that are intended to afford protection to holders in the event of a merger or other significant corporate event involving us or our subsidiaries.

Outstanding Debt Securities

"Outstanding," when used with respect to debt securities, means, as of the date of determination, all debt securities authenticated and delivered under the applicable indenture, except:

•: debt securities canceled by the indenture trustee or delivered to the indenture trustee for cancellation;
•: debt securities for whose payment or redemption money in the necessary amount has been deposited with the indenture trustee or any paying agent (other than us) in trust or set aside and segregated in trust by us (if we shall act as its own paying agent) for the holders of such debt securities and, if such debt securities are to be redeemed, notice of such redemption has been given according to the applicable indenture or provisions satisfactory to the indenture trustee have been made;
•: debt securities as to which defeasance has been effected pursuant to Section 1302 of the applicable indenture; and
•: debt securities which have been paid pursuant to the applicable indenture or in exchange for or in lieu of which other debt securities have been authenticated and delivered pursuant to the applicable indenture, other than any debt securities in respect of which there shall have been presented to the indenture trustee proof satisfactory to it that such debt securities are held by a bona fide purchaser in whose hands such debt securities are our valid obligations.

Each indenture provides that in determining whether the holders of the requisite principal amount of the outstanding debt securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action under the applicable indenture:

•: the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal that would be due and payable as of the date of such determination upon acceleration of the maturity to such date;
•: the principal amount of a debt security denominated in one or more foreign currencies which shall be deemed to be outstanding shall be the U.S. dollar equivalent, determined as of the date of original issuance of such debt security in the manner provided by the applicable indenture, of the principal amount of such debt security (or, in the case of an original issue discount security, of the amount determined as provided above);
•: if the principal amount payable at the stated maturity of any debt security is not determinable upon original issuance, the principal amount of such debt security that is deemed to be outstanding shall be the amount as specified by the applicable indenture; and
•: debt securities beneficially owned by us or any other obligor upon the debt securities or any of our affiliates or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the applicable indenture trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only debt securities which a responsible officer of the indenture trustee knows to be so owned shall be so disregarded.

Debt securities so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the applicable indenture trustee the pledgee's right to act

with respect to the debt securities and that the pledgee is not us or any other obligor upon the debt securities or any of our affiliates or of such other obligor. (Section 101)

Events of Default

The following are events of default under the applicable indenture with respect to debt securities of any series:

•: we fail to pay the principal or premium on any debt security of that series when due;
•: we fail to pay any interest on any debt securities of that series when due, continued for 30 days;
•: we fail to deposit any sinking fund payment, when due, in respect of any debt security of that series;
•: we fail to perform any other covenant of ours in the applicable indenture, other than a covenant included in the applicable indenture solely for the benefit of a series other than that series, continued for 60 days after written notice has been given by the indenture trustee or by the holders of at least 25% in principal amount of the outstanding debt securities of that series, as provided in the applicable indenture;
•: in the event subordinated debt securities are issued to a trust in connection with the issuance of trust preferred securities, the dissolution, winding-up or termination of such trust, except in connection with the distribution of subordinated debt securities to the holders of trust preferred securities in liquidation of such trust, the redemption of all of the trust preferred securities of such trust, or certain mergers, consolidations or amalgamations permitted by the declaration of such trust; and
•: certain events in bankruptcy, insolvency or reorganization.

(Section 501)

Each indenture provides that if an event of default with respect to the debt securities of any series at the time outstanding shall occur and be continuing, either the indenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount of the debt securities of that series to be due and payable immediately. However, after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the nonpayment of accelerated principal, have been cured or waived. (Section 502) For information as to waiver of defaults, see "Modification and Waiver."

Subject to the provisions of the applicable indenture relating to the duties of the indenture trustee in case an event of default shall occur and be continuing, the indenture trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders, unless such holders shall have offered to the indenture trustee reasonable indemnity. (Section 603) Subject to such provisions for the indemnification of the indenture trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee or exercising any trust or power conferred on the indenture trustee with respect to the debt securities of that series. (Section 512)

No holder of a debt security of any series will have any right to institute any proceeding with respect to the applicable indenture, or for the appointment of a receiver or a trustee, or for any remedy thereunder, unless:

•: such holder has previously given written notice to the indenture trustee of a continuing event of default with respect to the debt securities of that series;
•: the holders of not less than 25% in principal amount of the outstanding debt securities of that series shall have made proper written request to the indenture trustee to institute proceedings in respect of such event of default in its own name as trustee under the applicable indenture;
•: such holder or holders have offered to the indenture trustee reasonable indemnity against costs, expenses and liabilities to be incurred in compliance with such request;
•: the indenture trustee has failed to institute such proceeding for 60 days after receipt of such notice, request or offer of indemnity; and
•: no direction inconsistent with such written request has been given to the indenture trustee during the 60-day period by the holders of a majority in principal amount of the outstanding debt securities of that series.

(Section 507)

However, such limitations do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal, interest or premium on such debt security on or after the due dates expressed in the debt security. (Section 508)

Annually, we are required to furnish to each indenture trustee a statement by certain of our officers as to whether we are in default in the performance or observance of any of the terms of the applicable indenture and, if so, specifying all such known defaults. (Section 1004)

Modification and Waiver

We and the trustee under each indenture may, without the consent of the holders of the debt securities, amend, waive or supplement the indenture for specified purposes, including to:

•: cure any ambiguity, defect or inconsistency in an indenture, provided that the cure or correction does not adversely affect the holders of such debt securities;
•: secure any debt securities;
•: add covenants or any additional events of default for the protection of the holders of debt securities;
•: add provisions to permit or facilitate the issuance of bearer securities (with or without coupons attached);
•: establish the forms or terms of debt securities of any series;
•: evidence the assumption by a successor corporation of our obligations;
•: evidence and provide for the acceptance of appointment by a successor trustee; or
•: conform any provision in an indenture to the requirements of the Trust Indenture Act.

(Section 901)

Each of the indentures provide that we and the applicable indenture trustee may modify and amend the applicable indenture with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of each series affected by such modification or amendment;

provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:

•: change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security except to the extent provided in a prospectus supplement;
•: reduce the principal amount of or any premium or interest on any debt security;
•: reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity;
•: change the currency of payment of principal, interest or premium on any debt security;
•: impair the right to institute suit for the enforcement of any payment on or with respect to any debt security;
•: reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the applicable indenture;
•: reduce the percentage in principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the applicable indenture or for waiver of certain defaults; or
•: modify such provisions with respect to modification and waivers.

(Section 902)

The holders of a majority in principal amount of the outstanding debt securities of any series may waive compliance by us with certain restrictive provisions of the applicable indenture. (Section 1010 of the Senior Indenture and Section 1011 of the Subordinated Indenture) The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the applicable indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the applicable indenture which cannot be amended without the consent of the holder of each outstanding debt security of such series affected. (Section 513)

We will be entitled, except in certain limited circumstances, to set any day as a record date for the purpose of determining the holders of outstanding debt securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by the applicable indenture. To be effective, any such action for which we have set a record date must be taken by holders of the requisite principal amount of debt securities of the relevant series outstanding on such record date within 180 days after the record date, or within such shorter period as we may specify. (Section 104)

Defeasance and Covenant Defeasance

We may elect, at our option, to have the provisions of Section 1302, relating to defeasance and discharge of indebtedness, or Section 1303, relating to defeasance of certain covenants in the indentures, applied to the debt securities of any series, or to any specified part of a series. (Section 1301)

Defeasance And Discharge. Each indenture provides that we may elect to be discharged from obligations with respect to any particular debt securities. Such discharge will take effect when we deposit in trust for the benefit of the holders of such debt securities money or U.S. government obligations, or both which, through the payment of principal and interest in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal, interest and premium on such debt securities in accordance with their terms. However, such discharge shall not apply to our obligations to exchange or register the transfer of debt securities, to replace stolen, lost or

mutilated debt securities, to maintain paying agencies and to hold moneys in trust. Such defeasance or discharge may occur only if, among other things, we have delivered to the indenture trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that holders of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. (Sections 1302 and 1304)

Defeasance Of Certain Covenants. Each indenture provides that we may elect to defease certain covenants with respect to any particular debt securities. Such defeasance will take effect when we deposit, in trust for the benefit of the holders of such debt securities, money or U.S. government obligations, or both, which, through the payment of principal and interest in accordance with their terms, will provide money in an amount sufficient to pay the principal, interest and premium on such debt securities in accordance with their terms. Such defeasance may occur only if, among other things, we have delivered to the indenture trustee an opinion of counsel stating that holders of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event we exercise this option with respect to any debt securities and such debt securities are declared due and payable because of the occurrence of any event of default, the amount of money and U.S. government obligations so deposited in trust will be sufficient to pay amounts due on such debt securities at the time of their stated maturities but may not be sufficient to pay amounts due on the debt securities upon any acceleration resulting from such event of default. In such case, we will remain liable for such payments. (Sections 1303 and 1304)

Notices

Notices to holders of debt securities will be given by mail to the addresses of such holders as they may appear in the security register. (Sections 101 and 106)

Title

Allstate, the applicable indenture trustee and any agent of Allstate or the indenture trustee may treat the person in whose name a debt security is registered as the absolute owner for the purpose of making payment and for all other purposes. (Section 308)

Governing Law

The indentures and the debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York. (Section 112)

Regarding the Indenture Trustee

U.S. Bank National Association, which is the trustee under the indentures described in this prospectus, performs other services for us and our affiliates.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is a summary. It summarizes only those aspects of our capital stock which we believe will be most important to your decision to invest in our capital stock. You should keep in mind, however, that it is our Restated Certificate of Incorporation, and our Amended and Restated Bylaws and the Delaware General Corporation Law, and not this summary, which define your rights as a securityholder. There may be other provisions in these documents which

are also important to you. You should read these documents for a full description of the terms of our capital stock. Our Restated Certificate of Incorporation and our Amended and Restated Bylaws are incorporated by reference as exhibits to the Registration Statement that includes this prospectus. See "Where You Can Find More Information" for information on how to obtain copies of these documents.

Our Restated Certificate of Incorporation authorizes us to issue 2,000,000,000 shares of common stock, par value of $0.01 per share, and 25,000,000 shares of preferred stock, par value $1.00 per share. As of July 31, 2003 there were 703,720,048 shares of common stock outstanding and we had no preferred stock issued or outstanding. Holders of common stock have received a right entitling them, when the right becomes exercisable, to purchase shares of Series A Junior Participating Preferred Stock. See "—Preferred Share Purchase Rights."

The particular terms of the common stock or preferred stock offered by any prospectus supplement and the extent to which the general provisions described below may apply to such common stock or preferred stock will be outlined in the applicable prospectus supplement.

Common Stock

Outstanding shares of our common stock are listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol "ALL." All outstanding shares of common stock are, and the shares of common stock issued under this prospectus, will be, fully paid and non-assessable.

Dividends. Subject to the prior rights of the holders of shares of preferred stock that may be issued and outstanding, none of which are currently outstanding, the holders of common stock are entitled to receive dividends as and when declared by our Board of Directors. The issuance of dividends will depend upon, among other factors deemed relevant by our Board of Directors, our financial condition, results of operations, cash requirements, future prospects, changes in tax or other applicable laws relating to the treatment of dividends and regulatory restrictions on the payment of dividends that apply under applicable insurance laws. Dividends may be paid in cash, stock or other form. Each such dividend shall be payable to holders of record as they appear on our stock books on such record dates as shall be fixed by the Board of Directors.

Voting Rights. Each holder of common stock is entitled to one vote for each share held of record on all matters presented to a vote at a shareholders meeting, including the election of directors. The holders of common stock are not entitled to cumulative voting rights. Directors are elected at a stockholders' meeting if they receive a plurality of the votes present in person or represented by proxy. Except as otherwise provided in our Restated Certificate of Incorporation or Amended and Restated Bylaws or as required by law, all other matters can be approved by the affirmative vote of a majority of the shares represented at a meeting and entitled to vote on the matter.

Liquidation Rights. In the event of any liquidation, dissolution or winding-up of Allstate, the holders of common stock will share equally in the assets remaining after creditors and preferred stockholders are paid.

Other Rights. The holders of common stock have no preemptive rights to purchase or subscribe for any additional shares of common stock or other securities and there are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

Preferred Stock

We are authorized to issue up to 25,000,000 shares of preferred stock, none of which is currently issued and outstanding. Our Board of Directors is authorized to provide for the issuance of the preferred stock in a series, to establish or change the number of shares to be included in each series

and to fix the designation, relative rights, preferences and limitations of each series, subject to such limitations as may be prescribed by law. In particular, our Board of Directors is authorized, without limitation, to determine the number of shares, the designation of the series, the dividend rate, voting rights, conversion and exchange rights, redemption provisions, liquidation rights and sinking fund provisions, all without further action by our stockholders. The rights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. Our Board of Directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate purpose. Examples of proper corporate purposes include issuances to obtain additional financing in connection with acquisitions or otherwise, and issuances to officers, directors and employees of Allstate and its subsidiaries pursuant to benefit plans or otherwise. Shares of preferred stock issued by us may have the effect of rendering more difficult or discouraging an acquisition of Allstate deemed undesirable by our Board of Directors.

We will describe the terms, if any, on which shares of any series of preferred stock are convertible or exchangeable into our common stock or other securities in the prospectus supplement relating to the offering. The conversion or exchange may be mandatory, at your option or at our option. The applicable prospectus supplement will state the manner in which the shares of our common stock or other securities that you will receive as a holder of preferred stock would be converted or exchanged.

The preferred stock will be fully paid and nonassessable. Unless otherwise indicated in an applicable prospectus supplement, holders of preferred stock will not have preemptive or subscription rights to acquire more of our stock. Unless otherwise indicated in an applicable prospectus supplement, the preferred stock will have preference over our common stock with respect to the payment of dividends and the distribution of assets in the event of a liquidation, winding-up or dissolution of Allstate. Unless otherwise indicated in an applicable prospectus supplement, each series of preferred stock will rank on a parity with each other series.

In addition, as described under "Description of Depositary Shares", we may, at our option, instead of offering whole individual shares of any series of preferred stock, offer depositary shares evidenced by depositary receipts, each representing a fraction of a share or some multiple of shares of the particular series of preferred stock issued and deposited with a depositary. The fraction of a share of preferred stock which each depositary share represents will be stated in the prospectus supplement relating to any series of preferred stock offered through depositary shares.

Dividends. Holders of shares of the preferred stock of each series shall be entitled to receive, as and when declared by our Board of Directors, cash or other dividends at such rates and on such dates as will be set forth in the applicable prospectus supplement. Each such dividend shall be payable to holders of record as they appear on our stock books or, if applicable, the records of the depositary referred to below under "Description of Depositary Shares," on such record dates as shall be fixed by the Board of Directors.

Dividends on any series of the preferred stock may be cumulative or noncumulative, as provided in the applicable prospectus supplement. If our Board of Directors fails to declare a dividend payable on a dividend payment date on any series of the preferred stock for which dividends are noncumulative, then the holders of such series of the preferred stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and we will have no obligation to pay the dividend accrued for such period, whether or not dividends on such series are declared payable on any future dividend payment date.

Liquidation Rights. In the event of any liquidation, dissolution or winding-up of Allstate, the holders of preferred stock will be entitled to receive out of our assets, before any distribution of assets is made to holders of common stock, liquidating distributions in the amount of the liquidation price per share, as set forth in the applicable prospectus supplement, plus all accrued and unpaid dividends. If, upon any liquidation, dissolution or winding-up of Allstate, the amounts payable with respect to the

preferred stock and any other shares of our stock ranking as to any such distribution on a parity with the preferred stock are not paid in full, the holders of the preferred stock and of such other shares will share ratably in any such distribution of our assets in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution the holders of preferred stock will not be entitled to any further participation in any distribution of assets by us. A consolidation or merger of Allstate with or into any other corporation or corporations or a sale of all or substantially all of the assets of Allstate shall not be deemed to be a liquidation, dissolution or winding-up of Allstate.

Redemption. The preferred stock will be redeemable at the times and at the redemption prices set forth in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, we may not purchase or redeem any of the outstanding shares of any series of preferred stock unless full cumulative dividends, if any, have been paid or declared and set apart for payment upon all outstanding shares of any series of preferred stock for all past dividend periods, and unless all of our matured obligations with respect to all sinking funds, retirement funds or purchase funds for all series of preferred stock then outstanding have been met.

Voting Rights. The holders of the preferred stock will have no voting rights, except:

•: as otherwise stated in the applicable prospectus supplement;
•: as otherwise stated in the certificate of designation establishing such series; and
•: as required by applicable law.

Provisions of Our Restated Certificate of Incorporation and Amended and Restated Bylaws that May Delay or Make More Difficult Unsolicited Acquisitions or Changes of Our Control

Some provisions of our Restated Certificate of Incorporation and Amended and Restated Bylaws may delay or make more difficult unsolicited acquisitions or changes of our control. We believe that these provisions will enable us to develop our business in a manner that will foster long-term growth without disruption caused by the threat of a takeover not thought by our Board of Directors to be in the best interest of Allstate and the best interests of its stockholders.

Those provisions could have the effect of discouraging third parties from making proposals involving an unsolicited acquisition or change of control of our company, although the proposals, if made, might be considered desirable by a majority of our stockholders. Those provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our Board of Directors.

These provisions include:

•: our Amended and Restated Bylaws may be amended only by resolution of a majority of the directors present at a meeting of the Board of Directors at which a quorum is present or by the affirmative vote of the holders of not less than 66²/3% of the total number of votes entitled to be cast generally in the election of directors;
•: our Amended and Restated Bylaws establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before annual shareholders meetings;
•: our Amended and Restated Bylaws do not allow stockholders to call special stockholder meetings; they provide that special meetings of stockholders may be called at any time by the chairman of the Board of Directors and chief executive officer and shall be called by the

chairman of the Board of Directors and chief executive officer at the written request of a majority of the Board of Directors;

•: stockholders may not act by written consent. All actions required or permitted to be taken by the stockholders must be taken only at an annual or special meeting of stockholders; and
•: except as may be otherwise provided by the terms of any class or series of preferred stock, a director may not be removed, with or without cause, except by the affirmative vote of the holders of not less than 66²/3% of the total number of votes entitled to be cast in the election of directors.

In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law. Generally, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" during the three years after the date the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes a merger, asset sale or a transaction resulting in a financial benefit to the interested stockholder. An "interested stockholder" is a person, who together with affiliates and associates, owns (or, in certain cases, within the preceding three years, did own) 15% or more of the corporation's outstanding voting stock. Under Section 203, a business combination between us and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•: before the stockholder became an interested stockholder, our Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•: upon the completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock outstanding at the time the transaction commenced, excluding, for purposes of determining the number of shares outstanding, shares owned by persons who are directors and officers; or
•: the business combination is approved by our Board of Directors and authorized at an annual or special meeting of stockholders by at least 66²/3% of the outstanding voting stock that is not owned by the interested stockholder.

Limitations on Liability

Our Restated Certificate of Incorporation limits our directors' liability to the fullest extent permitted by law. Generally, our directors will not be held liable for their actions. However, they will be held liable for:

•: a breach of their duty of loyalty to us or our stockholders;
•: acts or omissions not in good faith or in a way which involves intentional misconduct or a knowing violation of law;
•: payment of an improper dividend or improper repurchase of our stock; or
•: acting or not acting for improper personal benefit.

Because of these limitations on liability, our stockholders may not sue one of our directors for money unless the stockholder can show the director committed one of the offenses listed above. These provisions do not affect our directors' liability under federal securities laws. Also, our directors still have a duty of care. The limitation of our directors' liability may discourage or deter stockholders or management from suing directors for a breach of their duties, even though such an action, if successful, might otherwise have benefited us or our stockholders. This limitation on our directors' liability should not affect the availability of equitable remedies such as injunctions or rescissions based upon a director's breach of his duty of care.

Preferred Share Purchase Rights

On February 12, 1999, our Board of Directors authorized the issuance of one preferred share purchase right for each share of our common stock outstanding on or after February 26, 1999 and prior to the earliest of the distribution date (as described below), the redemption of the preferred share purchase rights, the exchange of the preferred share purchase rights, and the expiration of the preferred share purchase rights (and, in certain cases, following the distribution date). Each preferred share purchase right entitles the registered holder to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par value $.01 per share, at a price of $150 per one one-thousandth of a preferred share, subject to adjustment. Each one one-thousandth of a share of Series A Junior Participating Preferred Stock will have economic and voting terms substantially equivalent to one share of our common stock. The description and terms of the preferred share purchase rights are set forth in a rights agreement, or the Rights Agreement, between us and EquiServe Trust Company, N.A. (successor in interest to First Chicago Trust Company of New York), as rights agent. Although the material provisions of the Rights Agreement have been accurately summarized, the statements below concerning the Rights Agreement are not necessarily complete, and in each instance reference is made to the form of Rights Agreement itself, a copy of which has been incorporated by reference to the registration statement of which this prospectus forms a part. Each statement is qualified in its entirety by such reference. See "Where You can Find More Information" for information on how to obtain a copy of the Rights Agreement.

The preferred share purchase rights will be evidenced by common stock certificates and not by separate certificates until a distribution date would occur. A distribution date would occur upon the earlier of:

•: the tenth day after the date it is publicly announced that a person or group (referred to as an acquiring person), together with persons affiliated or associated with such acquiring person, has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of our outstanding common stock (referred to as a triggering event); and
•: the tenth business day after the commencement or public disclosure of an intention to commence a tender offer or exchange offer by a person other than an exempt person if, after consummation of the offer, that person could acquire beneficial ownership of 15% or more of our outstanding common stock.

Until the distribution date (or earlier redemption, exchange or expiration of the preferred share purchase rights), the preferred share purchase rights will be transferred with and only with our common stock, and the surrender for transfer of any certificate for our common stock will also constitute the transfer of the preferred share purchase rights associated with such common stock. As soon as practicable following the distribution date, separate certificates evidencing the preferred share purchase rights will be mailed to holders of record of our common stock as of the close of business on the distribution date, and these certificates alone will evidence the preferred share purchase rights.

The preferred share purchase rights will first become exercisable after the distribution date. Until a preferred share purchase right is exercised, the holder will have no rights as a stockholder, including, without limitation, the right to vote or to receive dividends. The preferred share purchase rights will expire at the close of business on February 12, 2009, unless earlier redeemed or exchanged by us as described below.

In the event that a person becomes an acquiring person, each preferred share purchase right (other than preferred share purchase rights that are or were beneficially owned by the acquiring person and certain related persons and transferees, which will become void) shall thereafter be exercisable not for Series A Junior Participating Preferred Stock, but for a number of shares of our common stock having a market value of two times the exercise price of the preferred share purchase right.

In the event that, at the time or after a person becomes an acquiring person, we are involved in a merger or other business combination in which:

•: we are not the surviving corporation;
•: our common stock is changed or exchanged; or
•: 50% or more of our consolidated assets or earning power are sold,

then each preferred share purchase right (other than preferred share purchase rights which previously have been voided as set forth above) will be exercisable for a number of shares of common stock of the acquiring company having a market value of two times the exercise price of the preferred share purchase right.

In addition, at any time after a person has acquired beneficial ownership of 50% or more of our outstanding common stock but prior to:

•: us being acquired in a merger or other business combination; or
•: a person or group of affiliated or associated persons acquiring beneficial ownership of 50% or more of our outstanding common stock,

we may elect to exchange all or part of the preferred share purchase rights (excluding void preferred share purchase rights held by an acquiring person and certain related persons and transferees) for our common stock on a one-for-one basis.

The purchase price payable, and the number and kind of securities, cash or other property issuable, upon exercise of the preferred share purchase rights are subject to adjustment from time to time to prevent dilution.

At any time prior to the earlier of the occurrence of a triggering event and February 12, 2009, our Board of Directors may redeem the preferred share purchase rights in whole, but not in part, at a price of $.01 per preferred share purchase rights, referred to as the redemption price. The redemption price will be payable in cash, shares (including fractional shares) of our common stock or any other form of consideration deemed appropriate by the Board of Directors. Immediately upon action of the Board of Directors ordering redemption of the preferred share purchase rights, the ability of holders to exercise the preferred share purchase rights will terminate and the only rights of the holders will be to receive the redemption price.

The preferred share purchase rights have certain anti-takeover effects. The preferred share purchase rights may cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the Board of Directors, except pursuant to an offer conditioned on a substantial number of preferred share purchase rights being acquired. The preferred share purchase rights should not interfere with any merger or other business combination approved by the Board of Directors prior to the occurrence of a triggering event, because until such time the preferred share purchase rights may generally be redeemed by us at $.01 per preferred share purchase right.

DESCRIPTION OF DEPOSITARY SHARES

The following description of the depositary shares and the terms of the deposit agreement is a summary. It summarizes only those aspects of the depositary shares and those portions of the deposit agreement that we believe will be most important to your decision to invest in our depositary shares. You should keep in mind, however, that it is the deposit agreement, and not this summary, which defines your rights as a holder of depositary shares. There may be other provisions in the deposit agreement that are also important to you. You should read the deposit agreement for a full description of the terms of the depositary shares. The form of the deposit agreement is filed as an exhibit to the Registration Statement that includes this prospectus. See "Where You Can Find More Information" for information on how to obtain a copy of the deposit agreement.

The particular terms of the depositary shares offered by any prospectus supplement and the extent to which the general provisions described below may apply to such depositary shares will be outlined in the applicable prospectus supplement.

General

We may choose to offer fractional interests in debt securities or fractional shares of our common stock or preferred stock. If we decide to do so, we will issue fractional interests in debt securities, common stock or preferred stock, as the case may be, in the form of depositary shares. Each depositary share would represent a fractional interest in a security of a particular series of debt securities or a fraction of a share of common stock or of a particular series of preferred stock, as the case may be, and would be evidenced by a depositary receipt.

We will deposit the debt securities or shares of common stock or preferred stock represented by depositary shares under a deposit agreement between us and a depositary which we will name in the applicable prospectus supplement. Subject to the terms of the deposit agreement, as an owner of a depositary share you will be entitled, in proportion to the applicable fraction of a debt security or share of common stock or preferred stock represented by the depositary share, to all the rights and preferences of the debt security, common stock or preferred stock, as the case may be, represented by the depositary share, including, as the case may be, interest, dividend, voting, conversion, redemption, sinking fund, repayment at maturity, subscription and liquidation rights.

Interest, Dividends and Other Distributions

The depositary will distribute all payments of interest, cash dividends or other cash distributions received on the debt securities or preferred stock, as the case may be, to you in proportion to the number of depositary shares that you own.

In the event of a distribution other than in cash, the depositary will distribute property received by it to you in an equitable manner, unless the depositary determines that it is not feasible to make a distribution. In that case the depositary may sell the property and distribute the net proceeds from the sale to you.

Redemption of Depositary Shares

If we redeem a debt security, common stock or series of preferred stock represented by depositary shares, the depositary will redeem your depositary shares from the proceeds received by the depositary resulting from the redemption. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per debt security or share of common stock or preferred stock, as the case may be, payable in relation to the redeemed series of debt securities, common stock or preferred stock. Whenever we redeem debt securities or shares of common stock or preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of

depositary shares representing, as the case may be, fractional interests in the debt securities or shares of common stock or preferred stock redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot, proportionately or by any other equitable method as the depositary may determine.

Exercise of Rights under the Indentures or Voting the Common Stock or Preferred Stock

Upon receipt of notice of any meeting at which you are entitled to vote, or of any request for instructions or directions from you as holder of fractional interests in debt securities, common stock or preferred stock, the depositary will mail to you the information contained in that notice. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary how to give instructions or directions with respect to the debt securities represented by that holder's depositary shares or how to vote the amount of the common stock or preferred stock represented by that holder's depositary shares. The record date for the depositary shares will be the same date as the record date for the debt securities, common stock or preferred stock, as the case may be. The depositary will endeavor, to the extent practicable, to give instructions or directions with respect to the debt securities or to vote the amount of the common stock or preferred stock, as the case may be, represented by the depositary shares in accordance with those instructions. We will agree to take all reasonable action which the depositary may deem necessary to enable the depositary to do so. The depositary will abstain from giving instructions or directions with respect to your fractional interests in the debt securities or voting shares of the common stock or preferred stock, as the case may be, if it does not receive specific instructions from you.

Amendment and Termination of the Deposit Agreement

We and the depositary may amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement at any time. However, any amendment which materially and adversely alters the rights of the holders of the depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding.

The deposit agreement will terminate if:

•: all outstanding depositary shares have been redeemed;
•: if applicable, the debt securities and the preferred stock represented by depository shares have been converted into or exchanged for our common stock; or
•: there has been a complete repayment or redemption of the debt securities or a final distribution in respect of the common stock or preferred stock, including in connection with our liquidation, dissolution or winding-up, and the repayment, redemption or distribution proceeds, as the case may be, have been distributed to you.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its election to do so. We also may, at any time, remove the depositary. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. We must appoint the successor depositary within 60 days after delivery of the notice of resignation or removal. The successor depositary must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the debt securities or preferred stock, as the case may be, and issuance of depositary receipts, all withdrawals of depositary shares of debt securities or preferred stock, as the case may be, by you and any repayment or redemption of the debt securities or preferred stock, as the case may be. You will pay other transfer and other taxes and governmental charges, as well as the other charges that are expressly provided in the deposit agreement to be for your account.

Miscellaneous

The depositary will forward all reports and communications from us which are delivered to the depositary and which we are required or otherwise determine to furnish to holders of debt securities or preferred stock, as the case may be.

Neither we nor the depositary will be liable under the deposit agreement to you other than for its gross negligence, willful misconduct or bad faith. Neither we nor the depositary will be obligated to prosecute or defend any legal proceedings relating to any depositary shares, debt securities, common stock or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting debt securities or shares of common stock or preferred stock for deposit, you or other persons believed to be competent and on documents which we and the depositary believe to be genuine.

DESCRIPTION OF WARRANTS

The following description of the warrants and terms of the warrant agreement is a summary. It summarizes only those aspects of the warrants and those portions of the warrant agreement which we believe will be most important to your decision to invest in our warrants. You should keep in mind, however, that it is the warrant agreement and the warrant certificate relating to the warrants, and not this summary, which defines your rights as a warrantholder. There may be other provisions in the warrant agreement and the warrant certificate relating to the warrants which are also important to you. You should read these documents for a full description of the terms of the warrants. Forms of these documents are filed as exhibits to the Registration Statement that includes this prospectus. See "Where You Can Find More Information" for information on how to obtain copies of these documents.

We may issue warrants for the purchase of our debt securities, preferred stock or common stock or units of two or more of these types of securities. Warrants may be issued independently or together with debt securities, preferred stock or common stock and may be attached to or separate from these securities. Each series of warrants will be issued under a separate warrant agreement, that we will describe in the prospectus supplement relating to the warrants that we offer.

Debt Warrants

We will describe in the applicable prospectus supplement the terms of warrants to purchase debt securities that we may offer, the warrant agreement relating to the debt warrants and the warrant certificates representing the debt warrants. These terms will include the following:

•: the title of the debt warrants;
•: the aggregate number of the debt warrants;
•: the price or prices at which the debt warrants will be issued;

•: the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants and the procedures and conditions relating to the exercise of the debt warrants;
•: if applicable, the number of warrants issued with a specified principal amount of debt securities or with other securities, including shares of preferred stock or common stock;
•: the date, if any, on and after which such debt warrants and the related debt securities will be separately transferable;
•: the principal amount of debt securities purchasable upon exercise of each debt warrant and the price at which such principal amount of debt securities may be purchased;
•: the date on which the right to exercise such debt warrants shall commence and the date on which such right shall expire;
•: whether the debt securities purchasable upon exercise of such debt warrants are original issue discount debt securities, and discussion of applicable federal income tax considerations; and
•: any other material terms of the debt warrants and terms, procedures and limitations relating to the exercise of the debt warrants.

We will also describe in the applicable prospectus supplement any provisions for a change in the exercise price or the expiration date of the debt warrants and the kind, frequency and timing of any notice to be given. You may exchange debt warrant certificates for new debt warrant certificates of different denominations and may exercise debt warrants at the corporate trust office of the warrant agent or any other office that we indicate in the applicable prospectus supplement.

Other Warrants

We may issue other warrants. We will describe in the applicable prospectus supplement the following terms of those warrants:

•: the title of the warrants;
•: the aggregate number of the warrants;
•: the number of securities purchasable upon exercise of each warrant, and the price or prices at which the warrants will be issued;
•: the securities, which may include preferred stock or common stock, for which the warrants are exercisable;
•: the procedures and conditions relating to the exercise of the warrants;
•: the designation and terms of any related securities issued with the warrants, and the number of warrants issued with each security;
•: the date, if any, on and after which such warrants and the related securities will be separately transferable;
•: the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
•: the maximum or minimum number of warrants which may be exercised at any time;
•: if applicable, a discussion of material United States federal income tax considerations; and
•: any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

We will also describe in the applicable prospectus supplement any provisions for a change in the exercise price or the expiration date of the warrants and the kind, frequency and timing of any notice to be given. You may exchange warrant certificates for new warrant certificates of different denominations and may exercise warrants at the corporate trust office of the warrant agent or any other office that we indicate in the applicable prospectus supplement.

Exercise of Warrants

Each warrant will entitle the holder to purchase the principal amount of debt securities or other securities, including shares of preferred stock or common stock, at the exercise price as shall in each case be set forth in, or be determinable as set forth in the prospectus supplement relating to the warrants offered in the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business of the expiration date, unexercised warrants will become void.

Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the debt securities or other securities, including shares of preferred stock or common stock, to be purchased upon such exercise. If less than all of the warrants represented by a warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

Prior to the exercise of any warrants to purchase debt securities or other securities, including shares of preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the debt securities or other securities, including shares of preferred stock or common stock purchasable upon exercise, including:

•: in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, or any premium or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
•: in the case of warrants for the purchase of shares of preferred stock or shares of common stock, the right to vote or to receive any payments of dividends on the shares of preferred stock or common stock purchasable upon exercise.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating you to purchase from us, and us to sell to you, a specified number of shares of common stock, shares of preferred stock or other property at a future date or dates. The consideration per share of common stock or preferred stock and the number of shares of each may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of units, often known as stock purchase units, consisting of a stock purchase contract and any combination of:

•: debt securities;
•: common stock;
•: preferred stock;
•: other stock purchase contracts;
•: preferred securities issued by trusts, all of whose common securities are owned by us or by one of our subsidiaries;
•: depositary shares representing fractional interests in debt securities or shares of common stock or preferred stock; or
•: preferred securities or debt obligations of third parties, including United States Treasury securities,

which may secure your obligations to purchase the common stock, preferred stock or other property under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to you or vice versa, and these payments may be unsecured or prefunded on some basis. The stock purchase contracts may require you to secure your obligations in a specified manner.

The applicable prospectus supplement will describe the terms of the stock purchase contracts and stock purchase units, including, if applicable, collateral or depositary arrangements.

DESCRIPTION OF TRUST PREFERRED SECURITIES

The following description of the trust preferred securities and the form of declaration of trust is a summary. It summarizes only those aspects of the trust preferred securities and portions of the form of declaration of trust which we believe will be most important to your decision to invest in the trust preferred securities. You should keep in mind, however, that it is the declaration of trust, and not this summary, which defines your rights as a holder. There may be other provisions in the declaration of trust which are also important to you. You should read the form of declaration of trust itself for a full description of the terms of the preferred securities. The form of declaration of trust is filed as an exhibit to the Registration Statement. See "Where You Can Find More Information" for information on how to obtain a copy of the declaration of trust.

The trust preferred securities may be issued from time to time in one or more series. The particular terms of the trust preferred securities offered by any prospectus supplement and the extent to which the general provisions described below may apply to such securities will be outlined in the applicable prospectus supplement.

Each trust may issue, from time to time, only one series of preferred securities. The trust preferred securities will represent preferred undivided beneficial interests in the assets of the related trust. Each of the trusts is a legally separate entity and the assets of one are not available to satisfy the obligations of any of the others. The declaration of trust for each trust will be qualified as an indenture under the Trust Indenture Act. The trust preferred securities will have such terms, including distributions,

redemption, voting, liquidation and such other preferred, deferred or other special rights or such restrictions as shall be set forth in the declaration or made part of the declaration by the Trust Indenture Act, and which will mirror the terms of the subordinated debt securities held by the trust and described in the applicable prospectus supplement.

Reference is made to the prospectus supplement relating to the preferred securities of any trust for specific terms, including:

•: the distinctive designation of such trust preferred securities;
•: the number of trust preferred securities issued by such trust;
•: the annual distribution rate for trust preferred securities issued by such trust and the dates upon which distributions are payable; provided, however, that distributions on such trust preferred securities are payable on a quarterly basis to holders of the trust preferred securities as of a record date in each quarter during which such trust preferred securities are outstanding;
•: whether distributions on trust preferred securities issued by such trust are cumulative and the dates from which distributions will be cumulative;
•: the amount which shall be paid out of the assets of such trust to the holders of trust preferred securities upon dissolution, winding-up or termination of trust;
•: the obligation or the option of a trust to purchase or redeem trust preferred securities and the prices at which, the periods within which, and the terms upon which, trust preferred securities may be purchased or redeemed;
•: any voting rights of trust preferred securities in addition to those required by law, including the number of votes per trust preferred security and any requirement for the approval by the holders of trust preferred securities as a condition to specified action or amendments to the declaration of such trust;
•: the terms and conditions upon which the subordinated debt securities purchased by a trust may be distributed to holders of trust preferred securities;
•: whether any of the trust preferred securities will be issuable in the form of global securities;
•: any securities exchange upon which the trust preferred securities shall be listed; and
•: any other relevant rights, preferences, privileges, limitations or restrictions of trust preferred securities issued by such trust not inconsistent with its declaration or with applicable law.

We will guarantee all trust preferred securities offered hereby to the extent set forth below under "Description of Preferred Securities Guarantees." Certain United States federal income tax considerations applicable to any offering of trust preferred securities will be described in the applicable prospectus supplement.

In connection with the issuance of trust preferred securities, each trust will issue one series of common securities having such terms including distributions, redemption, voting and liquidation rights or such restrictions as shall be set forth in its declaration. The terms of the common securities will be substantially similar to the terms of the trust preferred securities issued by such trust and the common securities will rank equal with, and payments will be made thereon pro rata, with the trust preferred securities except that, upon an event of default under the declaration, the rights of the holders of the common securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the trust preferred securities. Except in certain limited circumstances, the common securities will carry the right to vote to appoint, remove or replace any of the trustees of a trust. Directly or indirectly, we will own all of the common securities of each trust.

Enforcement Of Certain Rights By Holders Of Preferred Securities

If an event of default under the declaration of a trust occurs and is continuing, then the holders of trust preferred securities of such trust would rely on the enforcement by the property trustee of its rights as a holder of the applicable series of subordinated debt securities against us. In addition, the holders of a majority in liquidation amount of the trust preferred securities of such trust will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the property trustee or to direct the exercise of any trust or power conferred upon the property trustee to exercise the remedies available to it as a holder of the subordinated debt securities. If the property trustee fails to enforce its rights under the applicable series of subordinated debt securities, a holder of trust preferred securities of such trust may institute a legal proceeding directly against us to enforce the property trustee's rights under the applicable series of subordinated debt securities without first instituting any legal proceeding against the property trustee or any other person or entity.

Notwithstanding, if an event of default under the applicable declaration has occurred and is continuing and such event is attributable to our failure to pay principal or interest on the applicable series of subordinated debt securities on the date such principal or interest is otherwise payable or in the case of redemption, on the redemption date, then a holder of trust preferred securities of such trust may directly institute a proceeding for enforcement of payment to such holder of the principal or interest on the applicable series of subordinated debt securities having a principal amount equal to the aggregate liquidation amount of the trust preferred securities of such holder on or after the respective due date specified in the applicable series of subordinated debt securities. In connection with such direct action, we will be subrogated to the rights of such holder of trust preferred securities under the applicable declaration to the extent of any payment made by us to such holder of trust preferred securities in such direct action.

DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

The following description of the terms of the preferred securities guarantee is a summary. It summarizes only those portions of the preferred securities guarantee which we believe will be most important to your decision to invest in the trust preferred securities. You should keep in mind, however, that it is the preferred securities guarantee, and not this summary, which defines your rights. There may be other provisions in the preferred securities guarantee which are also important to you. You should read the preferred securities guarantee itself for a full description of its terms. The preferred securities guarantee is filed as an exhibit to the Registration Statement that includes this prospectus. See "Where You Can Find More Information" for information on how to obtain a copy of the preferred securities guarantee. When we refer in this summary to trust preferred securities, we mean the trust preferred securities issued by a trust to which the preferred securities guarantee relates.

At the same time as the issuance by a trust of its preferred securities, we will execute and deliver a preferred securities guarantee for your benefit, as a holder of the trust preferred securities. Each preferred securities guarantee will be qualified as an indenture under the Trust Indenture Act. U.S. Bank National Association will act as the independent preferred guarantee trustee under each preferred securities guarantee for purposes of compliance with the Trust Indenture Act. The terms of each preferred securities guarantee will be those set forth in such preferred securities guarantee. Each preferred securities guarantee will be held by the preferred guarantee trustee for the benefit of the holders of the trust preferred securities of the applicable trust.

General

Pursuant to each preferred securities guarantee, we will agree to pay in full on a subordinated basis, to the holders of the trust preferred securities issued by a trust, the following guarantee payments, except to the extent paid by such trust, as and when due, regardless of any defense, right of

set-off or counterclaim which such trust may have or assert. The following payments with respect to trust preferred securities, to the extent not paid by such trust, will be subject to the preferred securities guarantee:

•: any accrued and unpaid distributions which are required to be paid on such trust preferred securities, to the extent such trust shall have funds available;
•: the redemption price set forth in the applicable prospectus supplement, which will not be lower than the liquidation amount, and all accrued and unpaid distributions, to the extent such trust has funds available therefor with respect to any trust preferred securities called for redemption by such trust; and
•: upon dissolution, winding-up or termination of such trust other than in connection with the distribution of subordinated debt securities to the holders of trust preferred securities or the redemption of all of the trust preferred securities, the lesser of (1) the aggregate of the liquidation amount and all accrued and unpaid distributions on such trust preferred securities to the date of payment, to the extent such trust has funds available and (2) the amount of assets of such trust remaining available for distribution to holders of such trust preferred securities in liquidation of such trust.

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by us to the holders of trust preferred securities or by causing the applicable trust to pay such amounts to such holders.

The preferred securities guarantees will be guarantees on a subordinated basis of the related trust obligations under the preferred securities, but will apply only to the extent that the related trust has funds sufficient to make the payments. The preferred securities guarantees will constitute a guarantee of payment and not of collection. If we do not make interest payments on the corresponding subordinated debt securities held by the trust, we expect that the trust will not pay distributions on the preferred securities and will not have funds legally available for those payments.

The preferred securities guarantee, when taken together with our obligations under the subordinated debt securities, the Subordinated Indenture and the declaration of trust, including our obligations to pay costs, expenses, debts and liabilities of such trust other than with respect to the trust securities, will provide a full and unconditional guarantee on a subordinated basis by us of payments due on the trust preferred securities.

We have also agreed separately to irrevocably and unconditionally guarantee the obligations of the trusts with respect to the common securities (our common securities guarantee) to the same extent as the preferred securities guarantee, except that upon an event of default under the Subordinated Indenture, holders of trust preferred securities shall have priority over holders of common securities with respect to distributions and payments on liquidation, redemption or otherwise.

Status of the Preferred Securities Guarantees

Unless otherwise indicated in an applicable prospectus supplement, the preferred securities guarantees will constitute our unsecured obligations and will rank:

•: subordinate and junior in right of payment to all our other liabilities;
•: equal with the most senior preferred or preference stock now or hereafter issued by us and with any guarantee now or hereafter entered into by us in respect of any preferred or preference stock of any of our affiliates; and
•: senior to common stock.

The terms of the trust preferred securities provide that each holder agrees to the subordination provisions and other terms of the preferred securities guarantee.

The preferred securities guarantees will constitute a guarantee of payment and not of collection; that is, the guaranteed party may institute a legal proceeding directly against the guarantor to enforce its rights under the guarantee without instituting a legal proceeding against any other person or entity.

Certain Covenants of Allstate

In each preferred securities guarantee, we will covenant that, so long as any trust preferred securities issued by the applicable trust remain outstanding, if there shall have occurred any event that would constitute an event of default under such preferred securities guarantee or the declaration of such trust, then, unless otherwise set forth in an applicable prospectus supplement, we shall not:

•: declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of our capital stock;
•: make any guarantee payments with respect to any of our capital stock; or
•: make any payment of principal, interest, or premium on or repay, repurchase or redeem any debt securities (including guarantees) that rank equal with or junior to such subordinated debt securities.

However, in such circumstances we may:

•: declare and pay dividends on, or make distributions with respect to, our capital stock payable in our common stock;
•: redeem or repurchase any rights, declare a dividend of any rights, or issue any security under our rights plan;
•: purchase or acquire shares of common stock in connection with the satisfaction of our obligations under any employee benefit plan;
•: carry out any reclassification of our capital stock or the exchange or conversion of one class or series of our capital stock for another class or series of our capital stock; and
•: purchase fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged.

Modification of the Preferred Securities Guarantees; Assignment

Each preferred securities guarantee may be amended only with the prior approval of the holders of not less than a majority in liquidation amount of the outstanding trust preferred securities issued by the applicable trust except with respect to any changes which do not adversely affect the rights of holders of trust preferred securities in which case no vote will be required. The manner of obtaining any such approval of holders of such trust preferred securities will be as set forth in the applicable prospectus supplement. All guarantees and agreements contained in a preferred securities guarantee shall bind our successors, assigns, receivers, trustees and representatives and shall inure to the benefit of the holders of the trust preferred securities of the applicable trust then outstanding.

Termination

Each preferred securities guarantee will terminate as to the trust preferred securities issued by the applicable trust:

•: upon full payment of the redemption price of all trust preferred securities of such trust;

•: upon distribution of the subordinated debt securities held by such trust to the holders of the trust preferred securities of such trust; or
•: upon full payment of the amounts payable in accordance with the declaration of such trust upon liquidation of such trust.

Each preferred securities guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of trust preferred securities issued by the applicable trust must restore payment of any sums paid under such trust preferred securities or such preferred securities guarantee.

The subordination provisions of the subordinated debt securities provide that in the event payment is made on the subordinated debt securities or the preferred securities guarantee in contravention of such provisions, such payments shall be paid over to the holders of senior indebtedness.

Events of Default

An event of default under a preferred securities guarantee will occur upon our failure to perform any of its obligations thereunder.

The holders of a majority in liquidation amount of the trust preferred securities relating to such preferred securities guarantee have the right to direct the time, method and place of conducting any proceeding for any remedy available to the preferred guarantee trustee in respect of the guarantee or to direct the exercise of any trust or power conferred upon the preferred guarantee trustee under such trust preferred securities. If the preferred guarantee trustee fails to enforce such preferred securities guarantee, any holder of trust preferred securities relating to such guarantee may institute a legal proceeding directly against us to enforce the preferred guarantee trustee's rights under such guarantee, without first instituting a legal proceeding against the relevant trust, the guarantee or any other person or entity. Notwithstanding, if we fail to make a guarantee payment, a holder of trust preferred securities may directly institute a proceeding against us for enforcement of the preferred securities guarantee for such payment. We waive any right or remedy to require that any action be brought first against such trust or any other person or entity before proceeding directly against us.

Information Concerning the Preferred Guarantee Trustee

The preferred guarantee trustee, before the occurrence of a default with respect to a preferred securities guarantee, undertakes to perform only such duties as are specifically set forth in such preferred securities guarantee and, after default, shall exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. The preferred guarantee trustee is under no obligation to exercise any of the powers vested in it by a preferred securities guarantee at the request of any holder of preferred securities, unless offered reasonable indemnity against the costs, expenses and liabilities which might be incurred.

Governing Law

The preferred securities guarantees will be governed by and construed in accordance with the internal laws of the State of New York.

PLAN OF DISTRIBUTION

We may sell any series of debt securities, common stock, preferred stock, depository shares, warrants, stock purchase contracts and stock purchase units and the trusts may sell the trust preferred securities being offered directly to one or more purchasers, through agents, to or through underwriters or dealers, or through a combination of any such methods of sale. The distribution of the securities may be effected from time to time in one or more transactions at fixed prices, which may be changed,

at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prospectus supplement will set forth the terms of the offering, including the names of any underwriters, dealers or agents, the purchase price of such securities and the proceeds to us and/or a trust from such sale, any underwriting discounts and commissions or agency fees and other items constituting underwriters' or agents' compensation, any initial public offering price and any discounts or concessions allowed or paid to dealers or any securities exchange on which such securities may be listed. Any initial public offering price, discounts or concessions allowed or paid to dealers may be changed from time to time.

Any discounts, concessions or commissions received by underwriters or agents and any profits on the resale of securities by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Unless otherwise set forth in the applicable prospectus supplement, the obligations of underwriters to purchase the offered securities will be subject to certain conditions precedent, and such underwriters will be obligated to purchase all such securities, if any are purchased. Unless otherwise indicated in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

We, along with the trusts, may also offer and sell securities, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms referred to as remarketing firms, acting as principals for their own accounts or as agents for us or one of the trusts. Any remarketing firm will be identified and the terms of its agreement, if any, with us or one of the trusts, and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters under the Securities Act of 1933 in connection with the securities they remarket.

We may authorize underwriters, dealers or other persons acting as agents for us or one of the trusts to solicit offers by certain institutions to purchase securities from us or one of the trusts, pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us or one of the trusts. The obligations of any purchaser under any such contract will be subject to the conditions that the purchase of the offered securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

In connection with the offering of securities, we or any trust, may grant to the underwriters an option to purchase additional securities to cover over-allotments at the initial public offering price, with an additional underwriting commission, as may be set forth in the accompanying prospectus supplement. If we or any trust grants any over-allotment option, the terms of such over-allotment option will be set forth in the prospectus supplement for such securities.

The securities may be a new issue of securities that have no established trading market. Any underwriters to whom securities are sold for public offering and sale may make a market in such securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Such securities may or may not be listed on a national securities exchange. No assurance can be given as to the liquidity of or the existence of trading markets for any securities.

We and the trusts may indemnify agents, underwriters, dealers and remarketing firms against certain liabilities, including liabilities under the Securities Act of 1933. Our agents, underwriters, dealers and remarketing firms, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.

LEGAL OPINION

The validity of the securities offered hereby will be passed upon for us by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, New York, New York, counsel for Allstate, and certain matters of Delaware law relating to the validity of the trust preferred securities of Allstate Financing III, IV, V and VI will be passed upon for the trusts by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel for the trusts.

EXPERTS

The consolidated financial statements and the related financial statement schedules incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports (which reports express an unqualified opinion and include an explanatory paragraph regarding the change in our method of accounting for goodwill and other intangible assets in 2002), which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information for the periods ended June 30, 2003 and 2002 and March 31, 2003 and 2002 which is incorporated herein by reference, Deloitte & Touche LLP have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their reports included in our quarterly reports on Form 10-Q for the periods ended June 30, 2003 and March 31, 2003 (which report for the period ended March 31, 2003 includes an explanatory paragraph relating to the restatement described in Note 1) and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not a "report" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act of 1933.

ERISA MATTERS

The Employee Retirement Income Security Act of 1974, as amended, which we refer to as ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans and certain collective investment funds or insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to the fiduciary responsibility provisions of ERISA and/or Section 4975 of the Code, and on persons who are fiduciaries with respect to the plans, in connection with the investment of "plan assets" of any plan which we refer to as Plan Assets. We refer to these types of plans or arrangements individually as the Plan and collectively, the Plans. ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan's investments be made in accordance with the documents governing the Plan. ERISA and Section 4975 of the Code prohibit a broad range of transactions involving Plan Assets and persons ("parties in interest" under ERISA and "disqualified persons" under the Code are collectively referred to as "Parties in Interest") who have certain specified relationships to a Plan or its Plan Assets, unless a statutory or administrative exemption is available. Parties in Interest that participate in a prohibited transaction may be subject to a penalty imposed under ERISA and/or an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code.

Any fiduciary or other Plan investor considering whether to purchase the securities with Plan Assets should determine whether such purchase is consistent with its fiduciary duties and whether such purchase would constitute or result in a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code. We and certain of our affiliates may each be considered a Party in Interest with respect to many employee benefit plans. Prohibited transactions within the meaning of ERISA or the Code may arise, for example, if the offered securities are acquired by a pension or other employee benefit plan with respect to which we or any of our affiliates is a service provider (or otherwise is a "Party in Interest"), unless such offered securities are acquired pursuant to an exemption for transactions effected on behalf of such plan by a "qualified professional asset manager" or pursuant to any other available exemption. Accordingly, any fiduciary or other Plan investor considering whether to purchase or hold a security should consult with its counsel regarding the availability of exemptive relief under Department of Labor Prohibited Transaction Class Exemption 96-23 (relating to transactions determined by "in-house asset managers"), 95-60 (relating to transactions involving insurance company general accounts), 91-38 (relating to transactions involving bank collective investment funds), 90-1 (relating to transactions involving insurance company pooled separate accounts) or 84-14 (relating to transactions determined by independent "qualified professional asset managers") or any other prohibited transaction exemption issued by the Department of Labor. A purchaser of a security should be aware, however, that even if the conditions specified in one or more of the above-referenced exemptions are met, the scope of the exemptive relief provided by the exemption might not cover all acts which might be construed as prohibited transactions. In any event, each purchaser or holder of a security or any interest therein will be deemed to have represented by its purchase and holding thereof that either (i) it is not a Plan or acting on behalf of a Plan or acquiring the security with the Plan Assets or (ii) the acquisition and holding of the security is exempt pursuant to one or more foregoing prohibited transaction exemptions issued by the Department of Labor or another applicable exemption.

Moreover, because the acquisition and holding of a security may be deemed to be an indirect extension of credit between an investor and The Allstate Corporation, the security may not be purchased or held by any Plan, or any person investing Plan Assets of any Plan, if we or any of our affiliates (a) has investment or administrative discretion with respect to the Plan Assets used to effect such purchase or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to such Plan Assets, for a fee and pursuant to an agreement or understanding that such advice (1) will serve as a primary basis for investment decisions with respect to such Plan Assets, and (2) will be based on the particular investment needs of such Plan. The Department of Labor has promulgated a regulation, 29 C.F.R. §2510.3-101, which we refer to as the Plan Asset Regulation describing what constitutes the assets of a Plan with respect to the Plan's investment in an entity for purposes of the fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan invests in an "equity interest" of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the 1940 Act, the Plan's assets are deemed to include both the equity interest itself and an undivided interest in each of the entity's underlying assets, unless it is established that the entity is an "operating company" or that equity participation by "benefit plan investors" is not "significant." The Plan Asset Regulation provides, however, that where the value of a plan's equity interest in an entity relates solely to identified property of the entity, such property shall be treated as the sole property of a separate entity. Any fiduciary or other Plan investor considering whether to purchase any securities on behalf of or with Plan Assets of any Plan should consult with its counsel and refer to this prospectus for guidance regarding the potential ERISA and Code consequences of an investment in the securities considering their specific circumstances.

Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), are not subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested in the securities without regard to the ERISA considerations described herein,

subject to the provisions or other applicable federal and state law. However, any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code. Furthermore, a governmental plan may be subject to federal, state or local laws which are similar to the provisions of ERISA or Section 4975 of the Code.

Due to the complexity of these rules and the penalties that may be imposed upon Parties in Interest in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing securities on behalf of, or with "plan assets" of, any Plan consult with their counsel regarding the potential consequences of such purchase and the availability of exemptive relief under Department of Labor Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 and determine on its own whether all of the conditions of the applicable prohibited transaction exemption (or any other prohibited transaction exemption issued by the Department of Labor) have been satisfied and that its purchase and holding of the securities will be entitled to full exemptive relief. The fiduciary of an employee benefit plan that is not subject to ERISA or Section 4975 of the Code proposing to invest in the securities must make its own determination that such investment is permitted under applicable law.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting discounts and commissions) expected to be incurred with the Offerings described in this Registration Statement. All amounts are estimated except the Securities and Exchange Commission registration fee.

Registration Fee		$	161,800
*Printing Costs for Registration Statement, prospectus and related documents			80,000
*Accounting Fees and Expenses			150,000
*Legal Fees and Expenses			180,000
*Trustees' Fees			17,500
*Rating Agencies' Fees			1,420,000
*Miscellaneous			200,000

	*Total	$	2,209,300

*: Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article IV of the Amended and Restated Bylaws of Allstate provides that Allstate will indemnify all of its directors, former directors, officers and former officers, to the fullest extent permitted under law, who were or are a party or are threatened to be made a party to any proceeding by reason of the fact that such persons were or are directors or officers of Allstate, against liabilities, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them. The indemnity shall not be deemed exclusive of any other rights to which directors or officers may be entitled by law or under any articles of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the indemnity shall inure to the benefit of the legal representatives of directors and officers or of their estates, whether such representatives are court appointed or otherwise designated, and to the benefit of the heirs of such directors and officers. The indemnity shall extend to and include claims for such payments arising out of any proceeding commenced or based on actions of such directors and officers taken prior to the effectiveness of this indemnity; provided that payment of such claims had not been agreed to or denied by Allstate before such date.

Article Eighth of the Restated Certificate of Incorporation of Allstate provides that a director of Allstate shall not be personally liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, to the fullest extent of the Delaware General Corporation Law.

Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify a person who was made a party to a proceeding or threatened to be made a party to a proceeding by reason of the fact that the person is or was a director or officer of the corporation against liability actually and reasonably incurred in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe the person's conduct was unlawful. A corporation may not indemnify a director or officer in connection with a proceeding where such person is adjudged liable to the corporation, unless the court in which the proceeding is brought determines that such director or officer is fairly and reasonably entitled to indemnity.

Allstate has provided liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of Allstate.

II-1

ITEM 16. EXHIBITS.

Exhibit Number		Description
1.1		Form of Underwriting Agreement relating to Debt Securities, Debt Warrants and Preferred Stock.
1.2		Form of Underwriting Agreement relating to Preferred Securities and the related Preferred Securities Guarantees.*
1.3		Form of Underwriting Agreement relating to Common Stock.*
1.4		Form of Underwriting Agreement relating to Other Warrants.*
1.5		Form of Underwriting Agreement relating to Stock Purchase Contracts.*
1.6		Form of Underwriting Agreement relating to Stock Purchase Units.*
4.1		Restated Certificate of Incorporation of The Allstate Corporation incorporated by reference to Exhibit 3(a) of our Form 10-Q for the quarter ended June 30, 1999. (File No. 1-11840)
4.2		Amended and Restated Bylaws of The Allstate Corporation, effective September 10, 2001. Incorporated by reference to Exhibit 3 of our Form 10-Q for the quarter ended September 30, 2001. (File No. 1-11840)
4.3		Indenture for Senior Debt Securities, dated as of December 16, 1997, between The Allstate Corporation and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as Trustee incorporated by reference to Exhibit 4.2 of our Form 8-K, dated December 16, 1997, as amended by the Third Supplemental Indenture dated as of July 23, 1999 incorporated by reference to Exhibit 4.1 to our Form 8-K filed November 23, 1999 and as further amended by the Sixth Supplemental Indenture dated as of June 12, 2000 incorporated by reference to Exhibit 4.2 to our Form 8-K filed June 14, 2000. (File No. 1-11840)
4.4		Indenture for Subordinated Debt Securities, dated as of November 25, 1996, between The Allstate Corporation and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as Trustee incorporated by reference to Exhibit 4.1 of our Form 8-K, dated November 25, 1996, as amended by the Third Supplemental Indenture dated as of July 23, 1999 incorporated by reference to Exhibit 4.3 to our Form 8-K filed November 23, 1999 and as further amended by the Fourth Supplemental Indenture dated as of June 12, 2000 incorporated by reference to Exhibit 4.1 to our Form 8-K filed June 14, 2000. (File No. 1-11840)
4.4A		Form of Supplemental Indenture between The Allstate Corporation and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as Trustee incorporated by reference to Exhibit 4.4A of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.5		Certificate of Trust of Allstate Financing III incorporated by reference to Exhibit 4.5 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.6		Declaration of Trust of Allstate Financing III incorporated by reference to Exhibit 4.6 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.7		Certificate of Trust of Allstate Financing IV incorporated by reference to Exhibit 4.7 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.8		Declaration of Trust of Allstate Financing IV incorporated by reference to Exhibit 4.8 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.9		Certificate of Trust of Allstate Financing V incorporated by reference to Exhibit 4.9 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.10		Declaration of Trust of Allstate Financing V incorporated by reference to Exhibit 4.10 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.11		Certificate of Trust of Allstate Financing VI incorporated by reference to Exhibit 4.11 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.

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4.12		Declaration of Trust of Allstate Financing VI incorporated by reference to Exhibit 4.12 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.13		Form of Amended and Restated Declaration of Trust (substantially identical, except for names and dates, for Allstate Financing III, Allstate Financing IV, Allstate Financing V and Allstate Financing VI).
4.14		Form of Preferred Securities Guarantee (substantially identical, except for names and dates, for Allstate Financing III, Allstate Financing IV, Allstate Financing V and Allstate Financing VI).
4.15		Form of Debt Warrant Agreement incorporated by reference to Exhibit 4.15 of our Form S-3 Registration Statement No. 333-61817, filed August 19, 1998.
4.16		Form of other Warrant Agreement(s).*
4.16		Form of Deposit Agreement.*
4.17		Form of Depositary Receipt (included in Annex A of Exhibit 4.16).*
4.18		Rights Agreement dated as of February 12, 1999 between The Allstate Corporation and Rights Agent First Chicago Trust Company of New York incorporated by reference to Exhibit 4 to our current report on Form 8-K filed February 19, 1999.
4.19		Statement regarding Change of Rights Agent incorporated by reference to Exhibit 4(i).2 to our annual report on Form 10-K for 2001.
4.20		Form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A of The Allstate Corporation (included as Exhibit A of Exhibit 4.18).
4.21		Form of Rights Certificate (included as Exhibit B of Exhibit 4.18).
4.22		Instruments Defining the Rights of Holders of Common Stock (included in Exhibits 4.1 and 4.2).
4.23		Form of Stock Purchase Contract Agreement.*
4.24		Form of Pledge Agreement.*
5.1		Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
5.2		Opinion of Richards, Layton & Finger, P.A. with respect to Allstate Financing III, Allstate Financing IV, Allstate Financing V and Allstate Financing VI.
12		Computation of Ratio of Earnings to Fixed Charges.
15		Acknowledgment of Deloitte & Touche LLP.
23.1		Consent of Deloitte & Touche LLP.
23.2		Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5.1).
23.3		Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
24		Powers of Attorney (included in the signature page hereto).
25.1		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as Trustee for the Senior Indenture for the Senior Debt Securities.
25.2		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as Trustee for the Subordinated Indenture for the Subordinated Debt Securities.
25.3		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Property Trustee for the Amended and Restated Declaration of Trust of Allstate Financing III.
25.4		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Property Trustee for the Amended and Restated Declaration of Trust of Allstate Financing IV.
25.5		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Property Trustee for the Amended and Restated Declaration of Trust of Allstate Financing V.

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25.6		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Property Trustee for the Amended and Restated Declaration of Trust of Allstate Financing VI.
25.7		Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Preferred Guarantee Trustee for the Preferred Securities Guarantees.

*: To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of Regulation S-K.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement, or the most recent post-effective amendment thereof, which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of each registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) The undersigned registrants hereby undertake to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(f) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Allstate Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Northfield, County of Cook, State of Illinois, on this 26th day of August, 2003.

		THE ALLSTATE CORPORATION
		By:	/s/ DANNY L. HALE
		Name: Danny L. Hale Title: Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Edward M. Liddy, Danny L. Hale, Robert W. Pike, Michael J. McCabe, James P. Zils and Samuel H. Pilch as true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ EDWARD M. LIDDY Edward M. Liddy	Chairman of the Board, President and Chief Executive Officer, Director (Principal Executive Officer)	August 26, 2003
/s/ DANNY L. HALE Danny L. Hale	Vice President and Chief Financial Officer (Principal Financial Officer)	August 26, 2003
/s/ SAMUEL H. PILCH Samuel H. Pilch	Controller (Principal Accounting Officer)	August 26, 2003
/s/ F. DUANE ACKERMAN F. Duane Ackerman	Director	August 26, 2003
/s/ JAMES G. ANDRESS James G. Andress	Director	August 26, 2003

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/s/ EDWARD A. BRENNAN Edward A. Brennan	Director	August 25, 2003
/s/ W. JAMES FARRELL W. James Farrell	Director	August 26, 2003
/s/ JACK M. GREENBERG Jack M. Greenberg	Director	August 26, 2003
/s/ RONALD T. LEMAY Ronald T. LeMay	Director	August 26, 2003
/s/ MICHAEL A. MILES Michael A. Miles	Director	August 26, 2003
/s/ J. CHRISTOPHER REYES J. Christopher Reyes	Director	August 22, 2003
/s/ H. JOHN RILEY, JR. H. John Riley, Jr.	Director	August 26, 2003
/s/ JOSHUA I. SMITH Joshua I. Smith	Director	August 26, 2003
/s/ JUDITH A. SPRIESER Judith A. Sprieser	Director	August 26, 2003
/s/ MARY ALICE TAYLOR Mary Alice Taylor	Director	August 26, 2003

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Pursuant to the requirements of the Securities Act of 1933, Allstate Financing III, Allstate Financing IV, Allstate Financing V and Allstate Financing VI certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Township of Northfield, County of Cook, State of Illinois on this 26th day of August, 2003.

	ALLSTATE FINANCING III (Registrant)
	By:	The Allstate Corporation, as Depositor
	By:	/s/ DANNY L. HALE
	Name: Danny L. Hale Title: Vice President and Chief Financial Officer
	ALLSTATE FINANCING IV (Registrant)
	By:	The Allstate Corporation, as Depositor
	By:	/s/ DANNY L. HALE
	Name: Danny L. Hale Title: Vice President and Chief Financial Officer
	ALLSTATE FINANCING V (Registrant)
	By:	The Allstate Corporation, as Depositor
	BY:	/s/ DANNY L. HALE
	Name: Danny L. Hale Title: Vice President and Chief Financial Officer
	ALLSTATE FINANCING VI (Registrant)
	By:	The Allstate Corporation, as Depositor
	BY:	/s/ DANNY L. HALE
	Name: Danny L. Hale Title: Vice President and Chief Financial Officer

II-8

QuickLinks

CALCULATION OF REGISTRATION FEE
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
THE ALLSTATE CORPORATION FILINGS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
THE ALLSTATE CORPORATION
THE TRUSTS
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF WARRANTS
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
DESCRIPTION OF TRUST PREFERRED SECURITIES
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
PLAN OF DISTRIBUTION
LEGAL OPINION
EXPERTS
ERISA MATTERS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES



                                                                     EXHIBIT 1.1

                        [FORM OF UNDERWRITING AGREEMENT]
                            THE ALLSTATE CORPORATION

                         DEBT SECURITIES, DEBT WARRANTS
                               AND PREFERRED STOCK

                                   ----------

                             UNDERWRITING AGREEMENT

                                   ----------


                                                                          [Date]

[Underwriters]
     c/o [ ]

Ladies and Gentlemen:

     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, [$______ principal amount of its ___% _____ Notes Due ____]
[______ warrants representing the right to purchase [title of such debt
securities purchasable through exercise of warrants] [_____shares of its Series
__ Preferred Stock] registered under the Registration Statement referred to in
Section 1(a) below (the "Securities"), to be issued pursuant to the provisions
of the Senior Indenture, Subordinated Indenture (together with the Senior
Indenture as applicable, the "Indenture"), Debt Warrant Agreement or Certificate
of Incorporation of the Company (including the applicable Certificate of
Designation), as applicable and in substantially the form filed as an exhibit to
the Registration Statement (the "Securities Agreement").

     1.   REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to, and agrees with, each of the Underwriters that:

     (a)  The Company meets the requirements for the use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (No._____) under the Act, which has become effective, for the
registration under the Act of the Securities (such registration statement,
including the exhibits thereto, as amended at the date of this Agreement,



is hereinafter called the "Registration Statement"). No stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose are pending before or, to the knowledge of the Company,
threatened by the Commission. The Company proposes to file with the Commission
pursuant to Rule 424 under the Act a supplement or supplements to the form of
prospectus included in the Registration Statement relating to the Securities and
the plan of distribution thereof; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the form in which it
shall be filed with the Commission pursuant to Rule 424 (including the Basic
Prospectus as so supplemented) is hereinafter called the "Final Prospectus." Any
preliminary form of the Final Prospectus which has heretofore been filed
pursuant to Rule 424 is hereinafter called the "Preliminary Final Prospectus."
Any reference herein to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") on or before the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be, deemed to be incorporated therein by reference.

     (b)  As of the date hereof, when the Final Prospectus is first filed or
transmitted for filing pursuant to Rule 424 under the Act, when, prior to the
Time of Delivery (as hereinafter defined), any amendment to the Registration
Statement becomes effective (including the filing of any document incorporated
by reference in the Registration Statement), when any supplement to the Final
Prospectus is filed with the Commission and at the Time of Delivery, (i) the
Registration Statement, as amended as of any such time, the Final Prospectus, as
amended or supplemented as of any such time, and, in the case of Securities
issued or to be issued pursuant to an Indenture, the Indenture, complied and
will comply in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of such time, contained or will
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein not misleading; provided, however, that the Company makes no
representations or warranties as to (i) the parts of the Registration Statement
which constitute the Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustees (the "Form T-1s") or (ii) the
information contained in or omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement thereto in reliance upon and
in conformity with information relating to such Underwriter or the underwriting
arrangements furnished in writing to the Company by any Underwriter specifically
for use in the Registration Statement and the Final Prospectus.

     (c)  Each document incorporated by reference in the Registration Statement
and the Final Prospectus, at the time they were, or hereafter are, filed with
the Commission complied

                                        2


and, at any time when a prospectus relating to the Securities is required to be
delivered under the Act in connection with sales by any Underwriter or dealer,
will comply in all material respects with the Exchange Act and the rules and
regulations promulgated thereunder.

     (d)  The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Final Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

     (e)  Each subsidiary of the Company listed in Schedule III hereto (each, a
"Principal Subsidiary") has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Final Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole. The Principal Subsidiaries are currently the
only operating insurance companies that are "significant subsidiaries" of the
Company as that term is defined in Rule 1-02(w) of Regulation S-X of the rules
and regulations of the Commission under the Act.

     (f)  All of the issued shares of capital stock of each Principal Subsidiary
have been duly and validly authorized and issued, are fully paid and
nonassessable, and are owned of record directly or indirectly by the Company or
another Principal Subsidiary, as the case may be, free and clear of any security
interest, claim, lien or encumbrance.

     (g)  Each Principal Subsidiary is duly licensed or authorized as an insurer
or reinsurer in each jurisdiction where it is required to be so licensed, except
where the failure to be so licensed or authorized in any such jurisdiction does
not have a material adverse effect on the financial condition, business or
properties of the Company and its subsidiaries taken as a whole; the Company and
each Principal Subsidiary have made all required filings under applicable
insurance holding company statutes, and each is duly licensed or authorized as
an insurance holding company in each jurisdiction where it is required to be so
licensed, except where the failure to have made such filings or to be so
licensed or authorized in any such jurisdiction does not have a material adverse
effect on the financial condition, business or properties of the Company and its
subsidiaries taken as a whole; the Company and each Principal Subsidiary have
all necessary authorizations, approvals, orders, consents, registrations or
qualifications of and from all insurance regulatory authorities to conduct their
respective businesses as described in the Final Prospectus as amended or
supplemented, except where the failure to have such authorizations, approvals,
orders, consents, registrations or qualifications does not have a material
adverse effect on the financial condition, business or properties of the Company
and its subsidiaries taken as a whole; and none of the Company or any Principal
Subsidiary has received any notification from any insurance regulatory authority
to the effect that any additional authorization, approval, order, consent,
registration or qualification from such insurance

                                        3


regulatory authority is needed to be obtained by any of the Company or any
Principal Subsidiary in any case where it could be reasonably expected that (x)
the Company or any Principal Subsidiary would in fact be required either to
obtain any such additional authorization, approval, order, consent, registration
or qualification or cease or otherwise limit writing certain business and (y)
obtaining such authorization, approval, order, consent, license, certificate,
permit, registration or qualification or limiting such business would have a
material adverse effect on the business, financial position or results of
operations of the Company and its subsidiaries, taken as a whole.

     (h)  Each Principal Subsidiary is in compliance with the requirements of
the insurance laws and regulations of its state of incorporation and the
insurance laws and regulations of other jurisdictions which are applicable to
such Principal Subsidiary, and has filed all notices, reports, documents or
other information required to be filed thereunder, except where the failure to
so comply or file would not have a material adverse effect on the business,
financial position or results of operations of the Company and its subsidiaries,
taken as a whole.

     (i)  Other than as set forth in the Final Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or to which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, individually or in the aggregate, could reasonably be expected to
have a material adverse effect on the financial condition, business or
properties of the Company and its subsidiaries taken as a whole; and, to the
best of the Company's knowledge, no such proceedings are threatened.

     (j)  This Agreement has been duly authorized, executed and delivered by the
Company.

     (k)  The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement, such Securities will have been duly
executed, authenticated, issued and delivered (and, in the case of Securities
representing capital stock of the Company, will be fully paid and nonassessable)
and will constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the applicable Securities Agreement [and
the debt securities to be issued upon exercise of the [Debt Warrants] in
accordance with their terms have been duly authorized, and upon exercise of the
[Debt Warrants] in accordance with their terms, will be duly executed, issued
and delivered and constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the applicable Indenture]; such
Securities Agreement has been duly authorized and, in the case of Securities
issued [or to be issued] pursuant to an Indenture, such Indenture has been duly
qualified under the Trust Indenture Act and, at the Time of Delivery for any
Securities, each Securities Agreement will constitute a valid and legally
binding agreement of the Company, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
moratorium and other similar laws relating to or affecting creditors' rights
generally and to general principles of equity.

     (l)  The issuance and sale of the Securities [(and the debt securities to
be issued upon exercise of the [Debt Warrants] in accordance with their terms)],
and compliance by the Company with all of the provisions of the Securities [(and
the debt securities to be issued upon exercise of the [Debt Warrants] in
accordance with their terms)], the applicable Securities

                                        4


Agreement and this Agreement, will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument for borrowed money to which the Company or any Principal Subsidiary
is a party or by which the Company or any of its Principal Subsidiaries is bound
or to which any of the property or assets of the Company or any of its Principal
Subsidiaries is subject, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the Company or any
of its Principal Subsidiaries or any statute or any order, rule or regulation of
any court or insurance regulatory authority or other governmental agency or body
having jurisdiction over the Company or any of its Principal Subsidiaries or any
of their properties, in each case other than such breaches, conflicts,
violations or defaults which, individually or in the aggregate, would not have a
material adverse effect on the Company and its subsidiaries taken as a whole,
and no authorization, approval, order, consent, registration or qualification of
or with any such court or insurance regulatory authority or other governmental
agency or body is required for the issue or sale of the Securities, except such
authorizations, approvals, orders, consents, registrations or qualifications as
may be required under state or foreign securities or Blue Sky laws or
qualifications of any Trustee under the Trust Indenture Act in connection with
the purchase and distribution of the Securities by the Underwriters, in each
case other than such authorizations, approvals, orders, consents, registrations
or qualifications which (individually or in the aggregate) the failure to make,
obtain or comply with would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

     (m)  Except as described in or contemplated by the Registration Statement
and the Final Prospectus, there has not been any material adverse change in, or
any adverse development which materially affects, the business, properties,
financial condition or results of operations of the Company and its subsidiaries
taken as a whole from the dates as of which information is given in the
Registration Statement and the Final Prospectus; and, since the respective dates
as of which information is given in the Registration Statement and the Final
Prospectus, there has not been any material increase in the consolidated capital
stock (other than issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and upon conversions
of convertible securities, in each case which were outstanding on the date of
the latest balance sheet incorporated by reference in the Final Prospectus) or
any material increase in the consolidated long-term debt of the Company and its
subsidiaries or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Final Prospectus.

     (n)  There are no material contracts, agreements or understandings between
the Company and any person granting such person the right to require the Company
to file a registration statement under the Act with respect to any notes or debt
of the Company owned or to be owned by such person or to require the Company to
include such securities for registration pursuant to the Registration Statement
or pursuant to any other registration statement filed by the Company under the
Act.

     (o)  The Company is not, and after giving effect to the offering and sale
of the Securities and the application of the net proceeds therefrom as described
in the Final Prospectus,

                                        5


will not be an "investment company" or an entity "controlled" by an "investment
company," as such terms are defined in the Investment Company Act of 1940, as
amended.

     Any certificate signed by any officer of the Company and delivered to the
Representatives or counsel for the Underwriters in connection with the offering
of the Securities shall be deemed a representation and warranty by the Company,
as to matters covered thereby, to each Underwriter.

     2.   PURCHASE AND SALE. The Company hereby agrees to sell to the several
Underwriters, and each Underwriter, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agree, severally and not jointly, to purchase from the Company the respective
[principal amounts] [number] of the Securities set forth in Schedule II hereto
opposite their names [at ___% of the principal amount $_____ -- the purchase
price [-- plus accrued interest, if any, from _____] to the date of payment and
delivery] [for the purchase price of $_____ per [Debt Warrant][share of Series
__ Preferred Stock]].

     3.   PAYMENT AND DELIVERY OF THE SECURITIES. Delivery of and payment for
the Securities shall be made at 10:00 AM, New York City time, on [       ], or
at such time on such later date not more than three Business Days after the
foregoing date as the Representatives shall designate, which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 10 hereof (such date and time of delivery and payment for
the Securities being herein called the "Time of Delivery"). Delivery of the
Securities shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same day funds to an account specified by
the Company. Delivery of the Securities shall be made through the facilities of
the Depositary Trust Company unless the Representatives otherwise instruct.

     4.   OFFERING BY UNDERWRITERS. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.

     5.   COMPANY COVENANTS. The Company agrees with each of the Underwriters of
the Securities:

     (a)  (i) To prepare the Final Prospectus as amended and supplemented in
relation to the Securities in a form approved by the Representatives and to
timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to
make no further amendment or any supplement to the Registration Statement or
Final Prospectus as amended or supplemented after the date hereof and prior to
the Time of Delivery for the Securities unless the Representatives shall have
had a reasonable opportunity to review and comment upon any such amendment or
supplement prior to any filing thereof; (iii) to advise the Representatives
promptly of any such amendment or supplement after such Time of Delivery and
furnish the Representatives with copies thereof; (iv) to file promptly all
reports and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Securities, and during such same
period to advise the Representatives, promptly after it receives notice thereof,
of (I) the time when any amendment to the Registration

                                        6


Statement has been filed or becomes effective or any supplement to the Final
Prospectus or any amended Final Prospectus has been filed with the Commission,
(II) the issuance by the Commission of any stop order or of any order preventing
or suspending the use of the Final Prospectus, (III) the suspension of the
qualification of the Securities for offering or sale in any jurisdiction or of
the initiation or threatening of any proceeding for any such purpose, or (IV)
any request by the Commission for the amending or supplementing of the
Registration Statement or the Final Prospectus or for additional information;
and, in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of the Final Prospectus or suspending any such
qualification, to use promptly its best efforts to obtain its withdrawal.

     (b)  Promptly from time to time to take such action as the Representatives
may reasonably request to qualify the Securities for offering and sale under the
securities and insurance securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Securities, provided that
in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction.

     (c)  To furnish the Underwriters with copies of the Final Prospectus as
amended or supplemented in such quantities as the Representatives may from time
to time reasonably request, and, if the delivery of a prospectus is required at
any time in connection with the offering or sale of the Securities, and if at
such time any event shall have occurred as a result of which the Final
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made
when such Final Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such period to amend or supplement the Final
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Final Prospectus in order to comply with the Act, the Exchange
Act or the Trust Indenture Act, to notify the Representatives and upon their
request to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to time
reasonably request of an amended Final Prospectus or a supplement to the Final
Prospectus which will correct such statement or omission or effect such
compliance.

     (d)  To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement, an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act
and the rules and regulations thereunder.

     (e)  During the period beginning from the date hereof and continuing to and
including the latter of (i) the termination of trading restrictions for the
Securities, as notified to the Company by the Representatives or their counsel
and (ii) the Time of Delivery for the Securities, not to offer, sell, contract
to sell or otherwise dispose of any securities of the Company which are
substantially similar to the Securities, without the prior written consent of
the Representatives, which consent shall not be unreasonably withheld.

                                        7


     (f)  The Company will not take, directly or indirectly, any action designed
to or that would constitute or that might reasonably be expected to cause or
result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the
Securities.

     6.   FEES AND EXPENSES. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses incurred in connection with the preparation, printing and filing of the
Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and
the Final Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing this Agreement, any Securities Agreement, any Blue Sky
Survey and any Legal Investment Memoranda in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all reasonable expenses in
connection with the qualification of the Securities for offering and sale under
state securities and insurance securities laws as provided in Section 5(b)
hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing
any required review by the National Association of Securities Dealers, Inc. of
the terms of the sale of the Securities; (v) any fees charged by securities
rating services for rating the Securities; (vi) the cost of preparing the
Securities; (vii) the fees and expenses of any Trustee, Debt Warrant Agent,
Paying Agent or Transfer Agent and the fees and disbursements of counsel for any
such Trustee, Debt Warrant Agent, Paying Agent or Transfer Agent in connection
with a Securities Agreement and the Securities issued pursuant to any Securities
Agreement; and (viii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided in
this Section. It is understood, however, that, except as provided in this
Section, Section 8 and Section 9 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.

     7.   CONDITIONS TO UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase the Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the execution of this Agreement and as of the Time of Delivery for the
Securities, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

     (a)  The Final Prospectus as amended or supplemented in relation to the
Securities shall have been filed with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 5(a) hereof; no stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction.

                                        8


     (b)  [     ], counsel for the Company, shall have furnished to you their
written opinion, dated the Time of Delivery for the Securities, in form and
substance reasonably satisfactory to you, to the effect that:

          (i)     The Company has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of the State of Delaware,
     with corporate power and authority to own or lease, as the case may be, and
     to operate its properties and conduct its business as described in the
     Final Prospectus as amended and supplemented;

          (ii)    This Agreement has been duly authorized, executed and
     delivered by the Company;

          (iii)   The Securities have been duly authorized, and (assuming their
     due authentication by the Trustee, if applicable) have been duly executed,
     issued and delivered and constitute valid and legally binding obligations
     of the Company entitled to the benefits provided by the applicable
     Securities Agreement, [and the debt securities to be issued upon exercise
     of the [Debt Warrants] in accordance with their terms have been duly
     authorized, and upon exercise of the [Debt Warrants] in accordance with
     their terms, will be duly executed, issued and delivered and constitute
     valid and legally binding obligations of the Company entitled to the
     benefits provided by the applicable Indenture;] and the Securities and the
     applicable Securities Agreement conform in all material respects to the
     descriptions thereof in the Final Prospectus as amended or supplemented;

          (iv)    The applicable Securities Agreement has been duly authorized,
     executed and delivered by the Company, and, in the case of the Certificate
     of Designation, has been filed with the Secretary of State of the State of
     Delaware, and constitutes a valid and legally binding instrument,
     enforceable in accordance with its terms, subject, as to enforcement, to
     bankruptcy, insolvency, reorganization and other laws of general
     applicability relating to or affecting creditors' rights and to general
     equity principles; and, in the case of the Indenture, has been duly
     qualified under the Trust Indenture Act;

          (v)     The Registration Statement and the Final Prospectus as amended
     or supplemented and any further amendments thereto made by the Company
     prior to such Time of Delivery for the Securities (in each case other than
     with respect to the financial statements, financial and accounting data and
     related schedules incorporated by reference or included therein or excluded
     therefrom, or the exhibits to the Registration Statement, including the
     Form T-1, as to which such counsel need express no opinion or belief),
     appear on their face to be appropriately responsive in all material
     respects to the requirements of the Act and the Trust Indenture Act and the
     applicable rules and regulations of the Commission thereunder; provided
     that, such counsel shall not be deemed to be passing upon and shall not be
     required to assume any responsibility for the accuracy, completeness or
     fairness of the statements contained in the Registration Statement and
     Final Prospectus;

          (vi)    The issuance and sale of the Securities [(and the debt
     securities to be issued upon exercise of the [Debt Warrants] in accordance
     with their terms)], and compliance by the Company with all of the
     provisions of the Securities [(and the debt

                                        9


     securities to be issued upon exercise of the [Debt Warrants] in accordance
     with their terms)], the applicable Securities Agreement and this Agreement
     and the consummation by the Company of the transactions contemplated
     therein and herein will not conflict with or result in a breach of any of
     the provisions of the Act, the Exchange Act, the Trust Indenture Act or the
     rules and regulations issued pursuant to each such act.

          (vii)   All consents, approvals, authorizations, orders,
     registrations, and qualifications of or with any United States court or
     governmental agency or body required for the issue and sale of the
     Securities [(including the debt securities to be issued upon exercise of
     the [Debt Warrants] in accordance with their terms)] by the Company or the
     consummation by the Company of the transactions contemplated by this
     Agreement under the Act, the Exchange Act, the Trust Indenture Act or the
     rules and regulations issued pursuant to each act have been obtained or
     made.

          (viii)  As such counsel, such counsel reviewed the Registration
     Statement and Final Prospectus as amended or supplemented, participated in
     discussions with representatives of the Underwriters and of the Company and
     its accountants at which contents of the Registration Statement and Final
     Prospectus as amended or supplemented and related matters were discussed;
     on the basis of the information that such counsel gained in the course of
     the performance of their services referred to above, although such counsel
     shall not be deemed to be passing upon and shall not assume any
     responsibility for, the accuracy, completeness or fairness of the
     statements contained in the Registration Statement or the Final Prospectus
     and not be required to have made an independent check or verification
     thereof (except as described in paragraph (v) hereof), on the basis of the
     foregoing, no facts have come to the attention of such counsel in the
     course of such review which have led such counsel to believe that, as of
     its effective date, the Registration Statement or any further amendment
     thereto made by the Company prior to the Time of Delivery (other than the
     financial statements and the financial and accounting data and related
     schedules incorporated by reference or included therein or excluded
     therefrom, or the exhibits to the Registration Statement, including the
     Form T-1s, as to which such counsel need express no opinion) contained an
     untrue statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading or that, as of its date or the Time of Delivery, the Final
     Prospectus as amended or supplemented or any further amendment or
     supplement thereto made by the Company prior to the Time of Delivery (other
     than the financial statements and financial and accounting data and related
     schedules incorporated by reference or included therein or excluded
     therefrom, or the exhibits to the Registration Statement including the Form
     T-1s, as to which such counsel need express no opinion) contained an untrue
     statement of a material fact or omitted to state a material fact necessary
     to make the statements therein, in light of the circumstances under which
     they were made not misleading; and

          (ix)    The Company is not an "investment company" or an entity
     "controlled" by an "investment company," as such terms are defined in the
     Investment Company Act of 1940, as amended.

                                       10


     (c)  Michael J. McCabe, Vice President and General Counsel of the Company,
shall have furnished to you his written opinion, dated the Time of Delivery for
the Securities, in form and substance reasonably satisfactory to you, to the
effect that:

          (i)     Each of Allstate Insurance Company ("AIC") and Allstate Life
     Insurance Company ("ALIC") has been duly incorporated and is validly
     existing as an insurance corporation under the laws of the State of
     Illinois, with corporate power and authority to own its properties and
     conduct its business as described in the Final Prospectus as amended or
     supplemented (such counsel being entitled to rely, with respect to the
     opinion in this clause (i), upon the opinions of members of the Company's
     in-house legal staff);

          (ii)    All of the issued shares of capital stock of each Principal
     Subsidiary have been duly and validly authorized and issued, are fully paid
     and nonassessable, and are owned of record directly or indirectly by the
     Company, AIC or ALIC, as the case may be, free and clear of any perfected
     security interest and, to the knowledge of such counsel, after due inquiry,
     any other security interest, claim, lien or encumbrance (such counsel being
     entitled to rely, with respect to the opinion in this clause (ii), upon
     opinions of local or in-house counsel and, in respect of matters of fact,
     upon certificates of officers of the Company or its subsidiaries, provided
     that such counsel shall state that he believes that both you and he are
     justified in relying upon such opinions or certificates);

          (iii)   Each Principal Subsidiary is duly licensed or authorized as an
     insurer or reinsurer in each jurisdiction where it is required to be so
     licensed, except where the failure to be so licensed or authorized in any
     such jurisdiction does not have a material adverse effect on the financial
     condition, business or properties of the Company and its subsidiaries taken
     as a whole; the Company and each Principal Subsidiary have made all
     required filings under applicable insurance holding company statutes, and
     each is duly licensed or authorized as an insurance holding company in each
     jurisdiction where it is required to be so licensed, except where the
     failure to have made such filings or to be so licensed or authorized in any
     such jurisdiction does not have a material adverse effect on the financial
     condition, business or properties of the Company and its subsidiaries taken
     as a whole; the Company and each Principal Subsidiary have all necessary
     authorizations, approvals, orders, consents, registrations or
     qualifications of and from all insurance regulatory authorities to conduct
     their respective businesses as described in the Final Prospectus as amended
     or supplemented, except where the failure to have such authorizations,
     approvals, orders, consents, registrations or qualifications does not have
     a material adverse effect on the financial condition, business or
     properties of the Company and its subsidiaries taken as a whole; and none
     of the Company or any Principal Subsidiary has received any notification
     from any insurance regulatory authority to the effect that any additional
     authorization, approval, order, consent, registration or qualification from
     such insurance regulatory authority is needed to be obtained by any of the
     Company or any Principal Subsidiary in any case where it could be
     reasonably expected that (x) the Company or any Principal Subsidiary would
     in fact be required either to obtain any such additional authorization,
     approval, order, consent, registration or qualification or cease or
     otherwise limit writing certain business and (y) obtaining such
     authorization, approval, order, consent, license, certificate, permit,
     registration or qualification or limiting such business would have a
     material adverse effect on the

                                       11


     business, financial position or results of operations of the Company and
     its subsidiaries, taken as a whole (such counsel being entitled to rely,
     with respect to the opinion in this clause (iii), upon opinions of local or
     in-house counsel and, in respect of matters of fact, upon certificates of
     officers of the Company or its subsidiaries, provided that such counsel
     shall state that he believes that both you and he are justified in relying
     upon such opinions and certificates);

          (iv)    To the best of such counsel's knowledge, after due inquiry,
     each Principal Subsidiary is in compliance with the requirements of the
     insurance laws and regulations of its state of incorporation and the
     insurance laws and regulations of other jurisdictions which are applicable
     to such Principal Subsidiary, and has filed all notices, reports, documents
     or other information required to be filed thereunder, or is subject to no
     material liability or disability by reason of the failure to so comply or
     file (such counsel being entitled to rely, with respect to this clause
     (iv), upon opinions of local or in-house counsel and, in respect of matters
     of fact, upon certificates of officers of the Company or its subsidiaries,
     provided that such counsel shall state that he believes that both you and
     he are justified in relying upon such opinions and certificates);

          (v)     To the best of such counsel's knowledge, after due inquiry,
     and other than as set forth in the Final Prospectus as amended or
     supplemented, there are no legal or governmental proceedings pending to
     which the Company or any of its subsidiaries is a party or to which any
     property of the Company or any of its subsidiaries is the subject which, if
     determined adversely to the Company or any of its subsidiaries,
     individually or in the aggregate, could reasonably be expected to have a
     material adverse effect on the financial condition, business or properties
     of the Company and its subsidiaries taken as a whole; and, to the best of
     such counsel's knowledge, no such proceedings are threatened;

          (vi)    The issuance and sale of the Securities [(and the debt
     securities to be issued upon exercise of the [Debt Warrants] in accordance
     with their terms), and compliance by the Company with all of the provisions
     of the Securities (and the debt securities to be issued upon exercise of
     the [Debt Warrants] in accordance with their terms)], the applicable
     Securities Agreement and this Agreement and the consummation by the Company
     of the transactions contemplated therein and herein will not conflict with
     or result in a breach of any of the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement or
     other material agreement or instrument relating to the Company or any of
     its subsidiaries, as such agreements or instruments have been amended
     (which indentures, mortgages, deeds of trust, loan agreements or other
     agreements or instruments may be specified by such counsel on a schedule
     attached to his opinion); nor will any such action result in any violation
     of the provisions of the Certificate of Incorporation or the Bylaws of the
     Company or any of its Principal Subsidiaries or any applicable United
     States law or statute or any order, rule or regulation of any United States
     court or governmental agency or body having jurisdiction over the Company,
     its subsidiaries or any of their respective properties, provided, that the
     foregoing opinion is limited to those statutes, laws, rules and regulations
     of the United States of America, the General Corporation Law of the State
     of Delaware and the State of Illinois, in each case, which, in the opinion
     of such counsel, are normally applicable to transactions of the type
     contemplated by this Agreement, and provided further, that no

                                       12


     opinion need be given with respect to (A) the Act, the Exchange Act, the
     Trust Indenture Act, the rules and regulations issued pursuant to each such
     act, any order, rule or regulation made or established by any insurance
     official or regulatory authority or the National Association of Securities
     Dealers, Inc., or state securities or Blue Sky laws in connection with the
     purchase and distribution of the Securities by the Underwriters or (B)
     conflicts, breaches or violations which individually and in the aggregate
     both would not have a material adverse effect on the financial condition,
     business or operations of the Company and its subsidiaries taken as a whole
     and would not have a material adverse effect on the sale or ownership of
     the Securities (such counsel being entitled to rely, with respect to the
     opinion in this clause (vi), upon opinions of local or in-house counsel
     and, in respect of matters of fact, upon certificates of officers of the
     Company or its subsidiaries, provided that such counsel shall state that he
     believes that both you and he are justified in relying upon such opinions
     and certificates);

          (vii)   No consent, approval, authorization, order, registration or
     qualification of or with any United States court or governmental agency or
     body is required for the issue and sale of the Securities by the Company or
     the consummation by the Company of the transactions contemplated by this
     Agreement, except that such counsel need not express any opinion with
     respect to such consents, approvals, authorizations, orders, registrations
     or qualifications (A) as may be required under the Act, the Exchange Act,
     the Trust Indenture Act, the rules and regulations issued pursuant to each
     such act, any order, rule or regulation made or established by any
     insurance official or regulatory authority or the National Association of
     Securities Dealers, Inc., (B) as may be required under state securities or
     Blue Sky laws in connection with the purchase and distribution of the
     Securities by the Underwriters, (C) the absence of which individually or in
     the aggregate both are not material to the Company and its subsidiaries
     taken as a whole and would not have a material adverse effect on the sale
     or ownership of the Securities or (D) as may be required under foreign laws
     in connection with the purchase and distribution of the Securities by any
     international managers; provided, that the foregoing opinion is limited to
     those consents, approvals, authorizations, orders, registrations and
     qualifications under laws which, in the experience of such counsel, are
     normally applicable to transactions of the type contemplated by this
     Agreement;

          (viii)  To the best of such counsel's knowledge, after due inquiry,
     the Company and its subsidiaries, as applicable, have filed all notices,
     reports, documents or other information required to be filed pursuant to,
     and have obtained all authorizations, approvals, orders, consents,
     registrations or qualifications required to be obtained under, and have
     otherwise complied with all requirements of, all applicable insurance laws
     and regulations known to such counsel to be normally applicable to the
     transactions contemplated by this Agreement in connection with the issuance
     and sale by the Company of the Securities and, except as have been obtained
     pursuant to the foregoing clause, no filing, authorization, approval,
     order, consent, registration or qualification of or with any insurance
     regulatory agency having jurisdiction over the Company or any of its
     subsidiaries or any of their properties known to such counsel to be
     normally applicable to the transactions contemplated by this Agreement or
     the applicable Securities Agreement is required in connection with the
     issuance and sale by the Company of the Securities or the consummation by
     the Company of the transactions contemplated by this Agreement ,

                                       13


     except such filings, authorizations, approvals, orders, consents,
     registrations or qualifications which (individually or in the aggregate)
     the failure to make, obtain or comply with would not have a material
     adverse effect on the financial condition, business or properties of the
     Company and its subsidiaries taken as a whole or a material adverse effect
     on the sale or ownership of the Securities;

          (ix)    To the best of such counsel's knowledge, after due inquiry,
     there are no material contracts, agreements or understandings between the
     Company and any person granting such person the right to require the
     Company to file a registration statement under the Act with respect to any
     notes or debt of the Company owned or to be owned by such person or to
     require the Company to include such securities for registration pursuant to
     the Registration Statement or pursuant to any other registration statement
     filed by the Company under the Act;

          (x)     As general counsel to the Company, such counsel reviewed the
     Registration Statement and Final Prospectus as amended or supplemented,
     participated in various discussions with representatives of the
     Underwriters and of the Company and its accountants at which contents of
     the Registration Statement and Final Prospectus as amended or supplemented
     were discussed; on the basis of the information that such counsel gained in
     the course of his activities referred to above and as general counsel, such
     counsel confirms that the Registration Statement, as of its effective date,
     and the Final Prospectus, as amended or supplemented (in each case other
     than with respect to the financial statements, financial and accounting
     data and related schedules incorporated by reference or included therein or
     excluded therefrom, as to which such counsel need express no opinion or
     belief), appear on their face to be appropriately responsive in all
     material respects to the requirements of the Act and the applicable rules
     and regulations of the Commission thereunder; and, although such counsel is
     not passing upon and does not assume any responsibility for the accuracy,
     completeness or fairness of the statements contained in the Registration
     Statement and Final Prospectus as amended or supplemented (except as
     expressly set forth in such opinion), on the basis of the foregoing, no
     facts have come to the attention of such counsel in the course of such
     review which has caused such counsel to believe that, as of its effective
     date, the Registration Statement or any further amendment thereto made by
     the Company prior to such Time of Delivery (other than the financial
     statements and financial and accounting data and related schedules
     incorporated by reference or included therein or excluded therefrom or the
     exhibits to the Registration Statement, including the Form T-1, and other
     than information under the captions "Description of Debt Securities,"
     "Description of Capital Stock, ""Description of Depositary Shares,"
     "Description of Warrants," "Description of Stock Purchase Contracts and
     Stock Purchase Units," "Description of Trust Preferred Securities,"
     "Description of Preferred Securities Guarantees" and "Plan of Distribution"
     in the Basic Prospectus and in the description of Securities and
     underwriting matters contained in the Final Prospectus as amended or
     supplemented, as to which such counsel need express no opinion) contained
     an untrue statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading or that, as of its date, the Final Prospectus as amended or
     supplemented or any further amendment or supplement thereto made by the
     Company prior to such Time of Delivery (other than the financial statements
     and financial and accounting data and related schedules incorporated by
     reference or included therein or excluded therefrom or the exhibits to the
     Registration Statement, including the Form T-1, and other than information
     under the captions "Description of Debt Securities," "Description of
     Capital Stock," "Description of Depositary Shares," "Description of
     Warrants," "Description of Stock Purchase Contracts and Stock Purchase
     Units," "Description of Trust Preferred Securities," "Description of
     Preferred Securities Guarantees" and "Plan of Distribution" in the Basic
     Prospectus and in the description of Securities and underwriting matters
     contained in the Final Prospectus as amended or supplemented, as to which
     such counsel need express no opinion) contained an untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading or that,
     as of the Time of Delivery, either the Registration Statement or the Final
     Prospectus as amended or supplemented or any further amendment or
     supplement (when considered together with the document to which such
     supplement relates) thereto made by the Company prior to such Time of
     Delivery (other than the financial statements and

                                       14


     financial and accounting data and related schedules incorporated by
     reference or included therein or excluded therefrom or the exhibits to the
     Registration Statement, including the Form T-1, and other than information
     under the captions "Description of Debt Securities," "Description of
     Capital Stock," "Description of Depositary Shares," "Description of
     Warrants," "Description of Stock Purchase Contracts and Stock Purchase
     Units," "Description of Trust Preferred Securities," "Description of
     Preferred Securities Guarantees" and "Plan of Distribution" in the Basic
     Prospectus and in the description of Securities and underwriting matters
     contained in the Final Prospectus as amended or supplemented, as to which
     such counsel need express no opinion) contains an untrue statement of a
     material fact or omits to state a material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; and he does not know of any amendment to the
     Registration Statement required to be filed or of any contracts or other
     documents of a character required to be filed as an exhibit to the
     Registration Statement or required to be incorporated by reference into the
     Final Prospectus as amended or supplemented or required to be described in
     the Registration Statement or the Final Prospectus as amended or
     supplemented which are not filed or described as required, in each case,
     other than with respect to the information under the captions "Description
     of Debt Securities," "Description of Capital Stock," "Description of
     Depositary Shares," "Description of Warrants," "Description of Stock
     Purchase Contracts and Stock Purchase Units," "Description of Trust
     Preferred Securities," "Description of Preferred Securities Guarantees" and
     "Plan of Distribution" in the Basic Prospectus and in the description of
     Securities and underwriting matters contained in the Final Prospectus as
     amended or supplemented; and

          (xi)    On the basis of the information that such counsel gained in
     the course of the review referred to in paragraph (x) above and as general
     counsel (but without passing upon or assuming any responsibility for the
     accuracy, completeness or fairness of the statements contained in the
     documents described below), such counsel confirms that no facts have come
     to the attention of such counsel in the course of such review which have
     caused such counsel to believe that the documents incorporated by reference
     in the Final Prospectus as amended or supplemented (other than the
     financial statements and financial and accounting data and related
     schedules incorporated by reference or included therein

                                       15


     or excluded therefrom, as to which such counsel need express no opinion),
     when they became effective or were filed with the Commission, as the case
     may be, did not comply as to form in all material respects with the
     requirements of the Act or the Exchange Act, as applicable, and the rules
     and regulations of the Commission thereunder; and he has no reason to
     believe that any of such documents, when they became effective or were so
     filed, as the case may be, contained, in the case of a registration
     statement which became effective under the Act, an untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading or, in
     the case of other documents that were filed under the Act or the Exchange
     Act with the Commission, an untrue statement of a material fact or omitted
     to state a material fact necessary to make the statements therein, in light
     of the circumstances under which they were made not misleading.

     (d)  The Representatives shall have received from [     ], counsel for the
Underwriters, such opinion or opinions, dated the Time of Delivery and addressed
to the Representatives, with respect to the issuance and sale of the Securities,
the Final Prospectus as amended and supplemented and other related matters as
the Representatives may reasonably require, and the Company shall have furnished
to such counsel such documents as they request for this purpose of enabling them
to pass upon such matters.

     (e)  The Company shall have furnished to the Representatives a certificate
of the Company, signed by the Chairman of the Board, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, Secretary, General
Counsel or Treasurer of the Company, dated the Time of Delivery, to the effect
that the signatory of such certificate has carefully examined the Registration
Statement, the Final Prospectus and amendments and supplements thereto and this
Agreement and that:

          (i)     the representations and warranties of the Company in this
     Agreement are true and correct on and as of the Time of Delivery with the
     same effect as if made on the Time of Delivery and the Company has complied
     with all agreements and satisfied all the conditions on its part to be
     performed or satisfied at or prior to the Time of Delivery;

          (ii)    no stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     instituted or, to the Company's knowledge, threatened; and

          (iii)   since the date of the Final Prospectus there has occurred no
     event required to be set forth in an amendment or supplement to the
     Registration Statement or Final Prospectus, and there has been no document
     required to be filed under the Act and the rules and regulations thereunder
     which, upon filing, would be deemed to be incorporated by reference in the
     Final Prospectus which has not been so filed.

     (f)  On the date hereof [     ] shall have furnished to the Representatives
a letter, dated the date hereof, to the effect set forth in Schedule IV hereto.
As of the Time of Delivery, [     ] shall have furnished to the Representatives
a letter, dated as of the Time of Delivery, reaffirming, as of such date, all of
the statements set forth in Schedule IV hereto and otherwise in form and
substance satisfactory to the Representatives.

                                       16


     (g)  Subsequent to the effective date of this Agreement, there shall not
have been any decrease in the rating of any of the Company's debt securities or
financial strength or claims paying ability by any of Moody's Investor Services,
Inc. or Standard & Poor's Corporation or any public notice given of any intended
or potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.

     (h)  Prior to or at the Time of Delivery, the Company shall have furnished
or shall furnish to the Representatives such additional certificates of officers
of the Company as to such other matters as the Representatives may reasonably
request.

     If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be cancelled at,
or at any time prior to, the Time of Delivery by the Representatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

     (i)  The documents required to be delivered by this Section 7 shall be
delivered at the office of [     ], counsel to the Underwriters, at [     ], at
the Time of Delivery.

     8.   REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Securities
provided herein is not consummated because any condition to the obligations of
the Underwriters set forth in Section 7 (other than Section 7(d)) hereof is not
satisfied, because of any termination pursuant to Section 11(i) hereof or
because of any refusal, inability or failure by the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through [     ] on demand for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

     9.   INDEMNIFICATION AND CONTRIBUTION.

     (a)  The Company agrees to indemnify and hold harmless each Underwriter,
the directors, officers, employees and agents of each Underwriter and each
person who controls any Underwriter, within the meaning of either the Act or the
Exchange Act, against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation at common law
or otherwise, insofar as: (i) such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto; or (ii) arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading. The
Company agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by

                                       17


them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case arising in connection with this Section 9 to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter specifically for
inclusion therein, and, provided, further, that the Company shall not be liable
to any Underwriter under the indemnity agreement in this subsection (a) with
respect to any Preliminary Final Prospectus, the Final Prospectus or the Final
Prospectus as amended or supplemented, as the case may be, to the extent that
any such loss, claim, damage or liability of such Underwriter results from the
fact such Underwriter sold the Securities to a person to whom there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Final Prospectus or of the Final Prospectus as then amended or supplemented,
whichever is most recent, in any case where such delivery is required by the Act
if the Company had previously furnished copies thereof to such Underwriter and
the loss, claim, damage or liability of such Underwriter results from an untrue
statement or omission of a material fact contained in the Preliminary Final
Prospectus which was corrected in the Final Prospectus (or the Final Prospectus
as amended or supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

     (b)  Each Underwriter, severally and not jointly, agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act against any losses, claims,
damages or liabilities to which such indemnified party may become subject, under
the Act, the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as: (i) such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
or in any amendment thereof or supplement thereto; or (ii) arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case of clauses (i) or (ii) above, solely to the extent that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement as originally filed or in any
amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus, or in any amendment thereof or supplement thereto in
reliance upon and in conformity with written information [relating to such
Underwriter] furnished to the Company by or on behalf of such Underwriter
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which any Underwriter may otherwise have. The Company
acknowledges that the only information furnished in writing by or on behalf of
the several Underwriters for inclusion in any Preliminary Final Prospectus or
Final Prospectus is as follows: [under the heading "Underwriting" or "Plan of
Distribution," (i) the list of Underwriters and their respective participation
in the sale of the Securities, (ii) the sentences related to concessions and
reallowances, and (iii) the paragraph related to stabilization, syndicate
covering transactions and penalty bids in any Preliminary Final Prospectus and
the Final Prospectus.]

     (c)  Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to

                                       18


be made against the indemnifying party under this Section 9, notify the
indemnifying party in writing of the commencement thereof; but the failure so to
notify the indemnifying party: (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses; and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below) and to participate in and assume the defense of the
claim associated with such action; provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if: (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise, or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action),
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

     (d)  In the event that the indemnity provided in paragraph (a) or (b) of
this Section 9 is unavailable to, or insufficient to hold harmless, an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and by the Underwriters, on the other, from the offering of the
Securities; provided, however, that in no case shall any Underwriter (except as
may be provided in any agreement among underwriters relating to the offering of
the Securities) be responsible for any amount in excess of the total price at
which the applicable Securities underwritten by it and distributed to the public
were offered to the public. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the
Underwriters severally shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company, on the one hand, and of the Underwriters, on the other, in connection
with the statements or omissions which resulted in such

                                       19


Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by it, and benefits received by
the Underwriters shall be deemed to be equal to the total underwriting discounts
and commissions, in each case as set forth on the cover page of the Final
Prospectus. Relative fault shall be determined by reference to, among other
things: (i) whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information provided by the Company, on the one hand, or the Underwriters, on
the other; (ii) the intent of the parties and their relative knowledge; (iii)
access to information; and (iv) the opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 9, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).

     10.  DEFAULTING UNDERWRITERS. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by the
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its obligations under this Agreement,
the remaining Underwriters shall be obligated severally to take up and pay for
(in the respective proportions which the amount of Securities set forth opposite
their names on Schedule II hereto bears to the aggregate amount of Securities
set forth opposite the names of all the remaining Underwriters) the Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of the Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of the Securities set forth on Schedule
II hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Securities, and if
such non-defaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without any liability to any non-defaulting Underwriter
or the Company. In the event of a default by any Underwriter as set forth in
this Section 10, the Time of Delivery shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order
that the required changes to the Registration Statement and the Final Prospectus
or in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any non-defaulting Underwriter for damages occasioned by
its default hereunder.

     11.  TERMINATION. This Agreement is subject to termination by notice given
to the Company by the Representatives prior to delivery of and payment for the
Securities, if at any time prior to such time (i) trading in the Company's
securities shall have been suspended by the

                                       20


Commission, (ii) trading in securities generally on the New York Stock Exchange
shall have been suspended or limited or minimum prices shall have been
established on such Exchange, (iii) a banking moratorium shall have been
declared either by Federal or New York State authorities or (iv) there shall
have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war, or other calamity or crisis the
effect of which on financial markets is such as to make it, in the reasonable
judgment of the Representatives, impractical or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by the Final Prospectus
(exclusive of any supplements thereto).

     12.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the several Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 9 hereof, and will survive the delivery of and payment for the
Securities. The provisions of Section 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.

     13.  NOTICES. All communications hereunder shall be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to [     ], with a copy to [     ]; or if sent to the
Company, will be mailed, delivered or telefaxed to the address of the Company
set forth in the Registration Statement, Attention: Secretary.

     14.  SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective, successors and the
officers, directors, employees, agent and controlling persons referred to in
Section 9 hereof, and no other person shall acquire or have any right under or
by virtue of this Agreement.

     15.  TIME; "BUSINESS DAY." As used herein, the term "business day" shall
mean any day other than a Saturday, Sunday or a legal holiday or a day on which
banking institutions or trust companies are authorized or obligated by law to
close in New York City.

     16.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

     17.  COUNTERPARTS. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

                                       21


     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.

                                       Very truly yours,

                                       THE ALLSTATE CORPORATION

                                       By:
                                           ------------------------------------
                                       Name:
                                       Title:
Accepted as of the date hereof:

[Underwriters]


                                       22


                                   SCHEDULE I

REPRESENTATIVES


                                       I-1


                                   SCHEDULE II



                                                     Principal Amount of
Underwriters                                         Securities to be Purchased
- ------------                                         --------------------------
                                                  


                         Total...................... $


                                      II-1


                                                                    SCHEDULE III



PRINCIPAL SUBSIDIARIES                 JURISDICTION OF INCORPORATION
- ----------------------                 -----------------------------
                                    
Allstate Insurance Company             Illinois
Allstate Life Insurance Company        Illinois


                                      III-1


                                                                     SCHEDULE IV

          Pursuant to Section 7(f) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:

          (i)     They are independent certified public accountants with respect
     to the Company and its subsidiaries within the meaning of the Act and the
     Exchange Act and the applicable published rules and regulations thereunder;

          (ii)    In their opinion, the financial statements and financial
     statement schedules, certain summary and selected consolidated financial
     and operating data, and any supplementary financial information and
     schedules (and, if applicable, pro forma financial information) audited by
     them and included or incorporated by reference in the Final Prospectus as
     amended or supplemented or the Registration Statement comply as to form in
     all material respects with the applicable accounting requirements of the
     Act and the Exchange Act and the related published rules and regulations
     thereunder; and, they have performed a review in accordance with standards
     established under Statement of Auditing Standards No. 71 established by the
     American Institute of Certified Public Accountants of the unaudited
     consolidated interim financial statements, and any supplementary financial
     information and schedules, selected financial data, pro forma financial
     information, prospective financial statements and/or condensed financial
     statements derived from audited financial statements of the Company
     included or incorporated by reference in the Final Prospectus, as amended
     or supplemented or the Registration Statement, for the periods specified in
     such letter, and, as indicated in their report thereon, copies of which
     have been furnished to the representatives of the Underwriters (the
     "Representatives");

          (iii)   On the basis of limited procedures, not constituting an audit
     in accordance with generally accepted auditing standards, consisting of a
     reading of the unaudited financial statements and other information
     referred to below, a reading of the latest available interim and annual
     financial statements of the Company and its subsidiaries, inspection of the
     minute books of the Company and its subsidiaries since the date of the
     latest audited financial statements included or incorporated by reference
     in the Final Prospectus as amended or supplemented, inquiries of officials
     of the Company and its subsidiaries responsible for financial and
     accounting matters and such other inquiries and procedures as may be
     specified in such letter, nothing came to their attention that caused them
     to believe that:

                  (A)  the unaudited consolidated statements of income,
          consolidated balance sheets and consolidated statements of cash flows
          and certain summary and selected consolidated financial and operating
          data included or incorporated by reference in the Final Prospectus as
          amended or supplemented do not comply as to form in all material
          respects with the applicable accounting requirements of the Act and
          the Exchange Act and the related published rules and regulations
          thereunder and generally accepted accounting principles, applied on a
          basis substantially consistent with that of the audited financial
          statements included or incorporated by reference in the Final
          Prospectus;

                                      IV-1


                  (B)  any other unaudited income statement data and balance
          sheet items included or incorporated by reference in the Final
          Prospectus as amended or supplemented do not agree with the
          corresponding items in the unaudited consolidated financial statements
          from which such data and items were derived, and any such unaudited
          data and items were not determined on a basis substantially consistent
          with the basis for the corresponding amounts in the audited
          consolidated financial statements included or incorporated by
          reference in the Final Prospectus as amended or supplemented;

                  (C)  the unaudited financial statements which were not
          included or incorporated by reference in the Final Prospectus as
          amended or supplemented but from which were derived any unaudited
          condensed financial statements referred to in Clause (A) and any
          unaudited income statement data and balance sheet items included or
          incorporated by reference in the Final Prospectus as amended or
          supplemented and referred to in Clause (B) were not determined on a
          basis substantially consistent with the basis for the audited
          consolidated financial statements included or incorporated by
          reference in the Final Prospectus as amended or supplemented;

                  (D)  any unaudited pro forma consolidated condensed financial
          statements included or incorporated by reference in the Final
          Prospectus as amended or supplemented do not comply as to form in all
          material respects with the applicable accounting requirements of the
          Act and the Exchange Act and the published rules and regulations
          thereunder or the pro forma adjustments have not been properly applied
          to the historical amounts in the compilation of those statements.

                  (E)  as of a specified date not more than five business days
          prior to the date of such letter, there have been any changes in the
          consolidated capital stock or any increase in the consolidated
          borrowings or consolidated reserve for property-liability insurance
          claims and claims expense or consolidated reserve for life insurance
          policy benefits, or asset reserves of the Company and its
          subsidiaries, or any decreases in consolidated fixed income securities
          available for sale, consolidated equity securities, consolidated
          investments or shareholder equity, or any decrease in AIC's or ALIC's
          statutory capital and surplus, or other items specified by the
          Representatives, in each case as compared with amounts shown in the
          latest balance sheet included or incorporated by reference in the
          Final Prospectus as amended or supplemented, except in each case for
          changes, increases or decreases which the Final Prospectus discloses
          have occurred or may occur or which are described in such letter; and

                  (F)  for the period from the date of the latest financial
          statements included or incorporated by reference in the Final
          Prospectus as amended or supplemented to the specified date referred
          to in Clause (E) there were any decreases in consolidated premiums
          earned, consolidated net investment income, or other items specified
          by the Representatives, or any increases in any items specified by the
          Representatives, in each case as compared with the comparable

                                      IV-2


          period of the preceding year and with any other period of
          corresponding length specified by the Representatives, except in each
          case for decreases or increases which the Final Prospectus discloses
          have occurred or may occur or which are described in such letter; and

In addition to the examination referred to in their report(s) included or
incorporated by reference in the Final Prospectus as amended or supplemented and
the limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (ii) and (iii) above, they have carried out
certain procedures as specified in their letter, not constituting an audit in
accordance with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the Representatives,
which are derived from the general accounting records of the Company and its
subsidiaries, which appear or are incorporated by reference in the Final
Prospectus as amended or supplemented or in Part II of, or in exhibits and
schedules to, the Registration Statement specified by the Representatives, and
have compared certain of such specified amounts, percentages and financial
information with the accounting records of the Company and its subsidiaries and
have found them to be in agreement.

                                      IV-3



                                                                    EXHIBIT 4.13

               [FORM OF AMENDED AND RESTATED DECLARATION OF TRUST]


================================================================================


                        AMENDED AND RESTATED DECLARATION


                                    OF TRUST


                            [ALLSTATE FINANCING III]


                          Dated as of ________ __, ____


================================================================================



                                TABLE OF CONTENTS



                                                                                                Page
                                                                                               
ARTICLE I           INTERPRETATION AND DEFINITIONS.................................................1
     SECTION 1.1.   Definitions....................................................................1
ARTICLE II          TRUST INDENTURE ACT............................................................8
     SECTION 2.1.   Trust Indenture Act; Application...............................................8
     SECTION 2.2.   Lists of Holders of Securities.................................................8
     SECTION 2.3.   Reports by the Property Trustee................................................8
     SECTION 2.4.   Periodic Reports to Property Trustee...........................................9
     SECTION 2.5.   Evidence of Compliance with Conditions Precedent...............................9
     SECTION 2.6.   Events of Default; Waiver......................................................9
     SECTION 2.7.   Event of Default; Notice......................................................10
ARTICLE III         ORGANIZATION..................................................................11
     SECTION 3.1.   Name..........................................................................11
     SECTION 3.2.   Office........................................................................11
     SECTION 3.3.   Purpose.......................................................................11
     SECTION 3.4.   Authority.....................................................................11
     SECTION 3.5.   Title to Property of the Trust................................................12
     SECTION 3.6.   Powers and Duties of the Regular Trustees.....................................12
     SECTION 3.7.   Prohibition of Actions by the Trust and the Trustees..........................14
     SECTION 3.8.   Powers and Duties of the Property Trustee.....................................15
     SECTION 3.9.   Certain Duties and Responsibilities of the Property Trustee...................17
     SECTION 3.10.  Certain Rights of Property Trustee............................................19
     SECTION 3.11.  Delaware Trustee..............................................................21
     SECTION 3.12.  Execution of Documents........................................................21
     SECTION 3.13.  Not Responsible for Recitals or Issuance of Securities........................21
     SECTION 3.14.  Duration of Trust.............................................................22
     SECTION 3.15.  Mergers.......................................................................22
ARTICLE IV          DEPOSITOR.....................................................................23
     SECTION 4.1.   Depositor's Purchase of Common Securities.....................................23
     SECTION 4.2.   Responsibilities of the Depositor.............................................23
ARTICLE V           TRUSTEES......................................................................24
     SECTION 5.1.   Number of Trustees............................................................24
     SECTION 5.2.   Delaware Trustee..............................................................24
     SECTION 5.3.   Property Trustee; Eligibility.................................................25
     SECTION 5.4.   Certain Qualifications of Regular Trustees and Delaware Trustee Generally.....25
     SECTION 5.5.   Regular Trustees..............................................................26
     SECTION 5.6.   Delaware Trustee..............................................................26
     SECTION 5.7.   Appointment, Removal and Resignation of Trustees..............................26
     SECTION 5.8.   Vacancies among Trustees......................................................27
     SECTION 5.9.   Effect of Vacancies...........................................................28
     SECTION 5.10.  Meetings......................................................................28
     SECTION 5.11.  Delegation of Power...........................................................28


                                        i



                                                                                               
     SECTION 5.12.  Merger, Conversion, Consolidation or Succession to Business...................29
ARTICLE VI          DISTRIBUTIONS.................................................................29
     SECTION 6.1.   Distributions.................................................................29
ARTICLE VII         ISSUANCE OF SECURITIES........................................................29
     SECTION 7.1.   General Provisions Regarding Securities.......................................29
     SECTION 7.2.   Paying Agent..................................................................30
ARTICLE VIII        TERMINATION OF TRUST..........................................................30
     SECTION 8.1.   Termination of Trust..........................................................30
ARTICLE IX          TRANSFER OF INTERESTS.........................................................31
     SECTION 9.1.   Transfer of Securities........................................................31
     SECTION 9.2.   Transfer of Certificates......................................................31
     SECTION 9.3.   Deemed Security Holders.......................................................32
     SECTION 9.4.   Book Entry Interests..........................................................32
     SECTION 9.5.   Notices to Clearing Agency....................................................33
     SECTION 9.6.   Appointment of Successor Clearing Agency......................................33
     SECTION 9.7.   Definitive Preferred Security Certificates....................................33
     SECTION 9.8.   Mutilated, Destroyed, Lost or Stolen Certificates.............................34
ARTICLE X           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS..........34
     SECTION 10.1.  Liability.....................................................................34
     SECTION 10.2.  Exculpation...................................................................34
     SECTION 10.3.  Fiduciary Duty................................................................35
     SECTION 10.4.  Indemnification...............................................................36
     SECTION 10.5.  Outside Businesses............................................................39
ARTICLE XI          ACCOUNTING....................................................................39
     SECTION 11.1.  Fiscal Year...................................................................39
     SECTION 11.2.  Certain Accounting Matters....................................................39
     SECTION 11.3.  Banking.......................................................................40
     SECTION 11.4.  Withholding...................................................................40
ARTICLE XII         AMENDMENTS AND MEETINGS.......................................................40
     SECTION 12.1.  Amendments....................................................................40
     SECTION 12.2.  Meetings of the Holders of Securities; Action by Written Consent..............42
ARTICLE XIII        REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE......................43
     SECTION 13.1.  Representations and Warranties of Property Trustee............................43
     SECTION 13.2.  Representations and Warranties of Delaware Trustee............................44
ARTICLE XIV         MISCELLANEOUS.................................................................45
     SECTION 14.1.  Notices.......................................................................45
     SECTION 14.2.  Governing Law.................................................................46
     SECTION 14.3.  Intention of the Parties......................................................46
     SECTION 14.4.  Headings......................................................................46
     SECTION 14.5.  Successors and Assigns........................................................46
     SECTION 14.6.  Partial Enforceability........................................................46
     SECTION 14.7.  Counterparts..................................................................47


                                       ii



                                                                     
ANNEX I           TERMS OF SECURITIES.......................................I-1
EXHIBIT A-1       FORM OF PREFERRED SECURITY CERTIFICATE...................A1-1
EXHIBIT A-2       FORM OF COMMON SECURITY CERTIFICATE......................A2-1
EXHIBIT B         SPECIMEN OF DEBENTURE.....................................B-1
EXHIBIT C         UNDERWRITING AGREEMENT....................................C-1


                                       iii


                             CROSS-REFERENCE TABLE*



Section of Trust Indenture Act of 1939, as amended          Section of Declaration
                                                         
310(a)...................................................   5.3(a)
[310(b)].................................................
310(c)...................................................   Inapplicable
[311(a)].................................................
[311(b)].................................................
311(c)...................................................   Inapplicable
312(a)...................................................   2.2(a)
312(b)...................................................   2.2(b)
[312(c)].................................................
313......................................................   2.3
314(a)...................................................   2.4
314(b)...................................................   Inapplicable
314(c)...................................................   2.5
314(d)...................................................   Inapplicable
[314(e) Inapplicable]....................................
314(f)...................................................   Inapplicable [No Reference]
315(a)...................................................   3.9(b)
[315(b)].................................................
315(c)...................................................   3.9(a)
315(d)...................................................   3.9(a)
[315(e)].................................................
316(a)...................................................   Annex I [Not Applicable]
[316(b)].................................................
316(c)...................................................   3.6(e)
[317(a)] - [Not Applicable]..............................
[317(b)].................................................
[318(a)].................................................


*    This Cross-Reference Table does not constitute part of the Declaration and
     shall not affect the interpretation of any of its terms or provisions.

                                       iv


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                            [ALLSTATE FINANCING III]

          AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration"), 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
Declaration;

          WHEREAS, the Trustees and the Depositor established [Allstate
Financing III] (the "Trust"), a trust under the Delaware Statutory Trust Act
pursuant to a Declaration of Trust dated as of August 16, 1996 (the "Original
Declaration") and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on August 21, 1996, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer;

          WHEREAS, State Street Bank and Trust Company was a Trustee under
the Original Declaration; State Street Bank and Trust Company was acquired by
U.S. Bank National Association, a national banking association, organized
under the laws of the United States of America, and U.S. Bank National
Association will serve as Property Trustee under this Declaration;

          WHEREAS, Delaware Trust Capital Management, Inc. was a Trustee
under the Original Declaration; Delaware Trust Capital Management, Inc. was
acquired by Wachovia Bank of Delaware National Association, a national
banking association, organized under the laws of the United States of America,
and Wachovia Bank of Delaware National Association will serve as Delaware
Trustee under this Declaration;

          WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

          WHEREAS, all of the Trustees and the Depositor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1.   DEFINITIONS.

          Unless the context otherwise requires:

          (a)  Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this
Section 1.1;

          (b)  a term defined anywhere in this Declaration has the same meaning
throughout;

          (c)  all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

          (d)  all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;



          (e)  a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and

          (f)  a reference to the singular includes the plural and vice versa.

          "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

          "Agent" means any Paying Agent.

          "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

          "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

          "Business Day" means any day other than a Saturday or Sunday or any
day on which banking institutions in New York, New York or Boston, Massachusetts
are authorized or required by law to close.

          "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

          "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

          "Closing Date" means the "Closing Date" and each "Time of Delivery"
under the Underwriting Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

          "Commission" means the Securities and Exchange Commission.

          "Common Securities" and "Common Security" have the meanings specified
in Section 7.1.

          ["Common Securities Guarantee" means the guarantee agreement to be
dated as of ______ __, ____ of the Depositor in respect of the Common
Securities.]

                                        2


          "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

          "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

          "Corporate Trust Office" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at One Federal Street, Third Floor,
Boston, Massachusetts 02110.

          "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

          "Debenture Issuer" means The Allstate Corporation, a Delaware
corporation, in its capacity as issuer of the Debentures under the Indenture.

          "Debenture Trustee" means U.S. Bank National Association, a national
banking association, organized under the laws of the United States of America,
as trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.

          "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Property Trustee, a
specimen certificate for such series of Debentures being Exhibit B.

          "Delaware Trustee" means Wachovia Bank of Delaware National
Association, a national banking association, solely in its capacity as
Delaware Trustee of the Trust heretofore formed and continued hereunder and
not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware Trustee appointed as herein provided in
Section 5.7.

          "Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.7.

          "Depositor" means The Allstate Corporation, a Delaware corporation, in
its capacity as depositor of the Trust.

          "Distribution" means a distribution payable to Holders of Securities
in accordance with Section 6.1.

          "DTC" means The Depository Trust Company, the initial Clearing Agency.

          ["Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.]

                                        3


          ["Event of Default" means any one of the following events (whatever
the reasons for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (a)  the occurrence of an Event of Default (as defined in the
Indenture); or

          (b)  default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of 30 days; or

          (c)  default by the Property Trustee in the payment of any Redemption
Price of any Trust Security when it becomes due and payable; or

          (d)  default in the performance, or breach, in any material respect,
of any covenant or warranty of the Trustees in this Declaration (other than a
covenant or warranty, a default in the performance of which or the breach of
which is dealt with in clause (b) or (c) above) and continuation of such default
or breach for a period of 60 days after there has been given, by registered or
certified mail, to the defaulting Trustee or Trustees by the Holders of at least
25% in aggregate liquidation preference of the outstanding Preferred Securities
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder.]

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "Fiduciary Indemnified Person" has the meaning set forth in
Section 10.4(b).

          "Global Certificate" has the meaning set forth in Section 9.4.

          "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Statutory Trust Act.

          "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

          "Indenture" means the Subordinated Indenture, dated as of _______ __,
____, between the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

          "Investment Company" means an "investment company" as defined in the
Investment Company Act.

          "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

          ["Investment Company Event" means the receipt by the Trust of an
Opinion of Counsel, rendered by a law firm having a recognized national tax and
securities practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in

                                        4


interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in Investment
Company Act Law"), the Trust is or will be considered an "investment company"
that is required to be registered under the Investment Company Act, which Change
in Investment Company Act Law becomes effective on or after the date of original
issuance of the Preferred Securities under this Declaration.]

          "Legal Action" has the meaning set forth in Section 3.6(g).

          "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of more than 50% of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Securities of the relevant class.

          "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

          (a)  a statement that each officer signing the Certificate has read
the covenant or condition and the definitions relating thereto;

          (b)  a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Certificate;

          (c)  a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

          (d)  a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

          "Paying Agent" has the meaning specified in Section 7.2.

          "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

          "Preferred Securities" and "Preferred Security" have the meanings
specified in Section 7.1.

                                        5


          "Preferred Securities Guarantee" means the guarantee agreement to be
dated as of ______ __, ____, of the Depositor in respect of the Preferred
Securities.

          "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

          "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A- 1.

          "Pricing Agreement" means the pricing agreement among the Trust, the
Debenture Issuer, and the underwriters designated by the Regular Trustees with
respect to the offer and sale of the Preferred Securities.

          "Property Trustee" means U.S. Bank National Association, a national
banking association, organized under the laws of the United States of America,
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor Property Trustee appointed as herein
provided.

          "Property Trustee Account" has the meaning set forth in
Section 3.8(c).

          "Quorum" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

          "Regular Trustee" has the meaning set forth in Section 5.1.

          "Related Party" means, with respect to the Depositor, any direct or
indirect wholly owned subsidiary of the Depositor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Depositor.

          "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee, including any
vice-president, any assistant vice-president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Property Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

          "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

          "Securities" means the Common Securities and the Preferred Securities.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time or any successor legislation.

                                        6


          ["Special Event" has the meaning set forth in Annex I hereto.]

          "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

          "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

          ["Super Majority" has the meaning set forth in Section 2.6(a)(ii).]

          "Tax Event" has the meaning set forth in Annex I hereto.

          ["10% in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of 10% or more of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.]

          "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

          "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

          ["Trust Property" means (a) the Debentures, (b) the rights of the
Property Trustee under the Securities Guarantees, (c) any cash on deposit in, or
owing to, the Property Trustee Account and (d) all proceeds and rights in
respect of the foregoing and any other property and assets for the time being
held or deemed to be held by the Property Trustee pursuant to the trusts of this
Declaration.]

          "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities in the form of Exhibit C.

                                        7


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1.   TRUST INDENTURE ACT; APPLICATION.

          (a)  This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

          (b)  The Property Trustee shall be the only Trustee which is a Trustee
for the purposes of the Trust Indenture Act.

          (c)  If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Section 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          (d)  The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 2.2.   LISTS OF HOLDERS OF SECURITIES.

          (a)  Each of the Depositor and the Regular Trustees on behalf of the
Trust shall provide the Property Trustee (i) within 14 days after each record
date for payment of Distributions, a list, in such form as the Property Trustee
may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of such record date; provided that neither the
Depositor nor the Regular Trustees on behalf of the Trust shall be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Property Trustee by the
Depositor and the Regular Trustees on behalf of the Trust, and (ii) at any other
time, within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity); provided that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

          (b)  The Property Trustee shall comply with its obligations under
Section 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3.   REPORTS BY THE PROPERTY TRUSTEE.

          Within 60 days after [May 15] of each year, the Property Trustee shall
provide to the Holders of the Preferred Securities such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

                                        8


SECTION 2.4.   PERIODIC REPORTS TO PROPERTY TRUSTEE.

          Each of the Depositor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

SECTION 2.5.   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

          Each of the Depositor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6.   EVENTS OF DEFAULT; WAIVER.

          (a)  The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences; provided that, if the underlying Event of
Default under the Indenture:

               (i)     is not waivable under the Indenture, the Event of Default
          under this Declaration shall also not be waivable; or

               (ii)    requires the consent or vote of greater than a majority
          in principal amount of the holders of the Debentures (a "Super
          Majority") to be waived under the Indenture, the Event of Default
          under the Declaration may only be waived by the vote of the Holders of
          at least the proportion in liquidation amount of the Preferred
          Securities that the relevant Super Majority represents of the
          aggregate principal amount of the Debentures outstanding.]

          The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common Securities.

          (b)  The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any

                                        9


past Event of Default with respect to the Common Securities and its
consequences; provided that, if the underlying Event of Default under the
Indenture:

               (i)     is not waivable under the Indenture, except where the
          Holders of the Common Securities are deemed to have waived such Event
          of Default under the Declaration as provided below in this
          Section 2.6(b), the Event of Default under the Declaration shall also
          not be waivable; or

               (ii)    requires the consent or vote of a Super Majority to be
          waived, except where the Holders of the Common Securities are deemed
          to have waived such Event of Default under the Declaration as provided
          below in this Section 2.6(b), the Event of Default under the
          Declaration may only be waived by the vote of the Holders of at least
          the proportion in liquidation amount of the Common Securities that the
          relevant Super Majority represents of the aggregate principal amount
          of the Debentures outstanding;]

          provided further, each Holder of Common Securities will be deemed to
have waived any such Event of Default and all Events of Default with respect to
the Common Securities and its consequences until all Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Section 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Section 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

          (c)  A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7.   EVENT OF DEFAULT; NOTICE.

          (a)  The Property Trustee shall, within 90 days after the occurrence
of an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of the Securities, notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Property Trustee,
unless such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) being hereby defined to be an
Event of

                                       10


Default as defined in the Indenture, not including any periods of grace provided
for therein and irrespective of the giving of any notice provided therein);
provided that, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures or in the payment of any sinking
fund installment established for the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

          (b)  The Property Trustee shall not be deemed to have knowledge of any
default except:

               (i)     a default under Sections [5.01(a) and 5.01(b)] of the
          Indenture; or

               (ii)    any default as to which [a Responsible Officer of] the
          Property Trustee shall have received written notice or of which a
          Responsible Officer of the Property Trustee charged with the
          administration of the Declaration shall have actual knowledge.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1.   NAME.

          The Trust is named ["Allstate Financing III"], as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Securities and compliance with the Statutory Trust Act. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

SECTION 3.2.   OFFICE.

          The address of the principal office of the Trust is c/o The Allstate
Corporation, 2775 Sanders Road, Northbrook, Illinois 60062. On ten Business Days
written notice to the Holders of Securities, the Regular Trustees may designate
another principal office.

SECTION 3.3.   PURPOSE.

          The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities and use the proceeds from such sale to acquire the Debentures,
and (b) except as otherwise limited herein, to engage in only those other
activities necessary or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.

SECTION 3.4.   AUTHORITY.

          Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Regular Trustees shall have
exclusive and complete authority to carry

                                       11


out the purposes of the Trust. An action taken by the Regular Trustees in
accordance with their powers shall constitute the act of and serve to bind the
Trust and an action taken by the Property Trustee on behalf of the Trust in
accordance with its powers shall constitute the act of and serve to bind the
Trust. In dealing with the Trustees acting on behalf of the Trust, no person
shall be required to inquire into the authority of the Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.

SECTION 3.5.   TITLE TO PROPERTY OF THE TRUST.

          Except as provided in Section 3.8 with respect to the Debentures and
the Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION 3.6.   POWERS AND DUTIES OF THE REGULAR TRUSTEES.

          The Trust, and the Regular Trustees on the Trust's behalf, shall have
the exclusive power, duty and authority to cause the Trust to engage in the
following activities:

          (a)  to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a simultaneous issuance of both Preferred Securities and
Common Securities on each Closing Date;

          (b)  in connection with the issuance and sale of the Preferred
Securities, at the direction of the Depositor, to:

               (i)     execute and file with the Commission the registration
          statement on Form S-3 prepared by the Depositor, including any
          amendments thereto, pertaining to the Preferred Securities;

               (ii)    execute and file any documents prepared by the Depositor,
          or take any acts as determined by the Depositor to be necessary in
          order to qualify or register all or part of the Preferred Securities
          in any State in which the Depositor has determined to qualify or
          register such Preferred Securities for sale;

               (iii)   execute and file an application, prepared by the
          Depositor, to the New York Stock Exchange, Inc. or any other national
          stock exchange or the Nasdaq Stock Market's National Market for
          listing upon notice of issuance of any Preferred Securities;

               (iv)    execute and file with the Commission a registration
          statement on Form 8-A, including any amendments thereto, prepared by
          the Depositor, relating to the registration of the Preferred
          Securities under Section 12(b) of the Exchange Act; and

                                       12


               (v)     execute and enter into the Underwriting Agreement and
          Pricing Agreement providing for the sale of the Preferred Securities;

          (c)  to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to the Debentures to be held of record
in the name of the Property Trustee for the benefit of the Holders of the
Preferred Securities and the Holders of Common Securities;

          (d)  to give the Depositor and the Property Trustee prompt written
notice of the occurrence of a Tax Event; provided that the Regular Trustees
shall consult with the Depositor and the Property Trustee before taking or
refraining from taking any Ministerial Action in relation to a Tax Event;

          (e)  to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

          (f)  to take all actions and perform such duties as may be required of
the Regular Trustees pursuant to the terms of the Securities;

          (g)  to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

          (h)  to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

          (i)  to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

          (j)  to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be executed
by any Regular Trustee;

          (k)  to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

          (l)  to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

          (m)  to give prompt written notice to the Holders of the Securities of
any notice received from the Debenture Issuer of its election to defer payments
of interest on the Debentures by extending the interest payment period under the
Indenture;

                                       13


          (n)  to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

          (o)  to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Preferred Securities or to
enable the Trust to effect the purposes for which the Trust was created;

          (p)  to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in their discretion to
be necessary or desirable in carrying out the activities of the Trust as set out
in this Section 3.6, including, but not limited to:

               (i)     causing the Trust not to be deemed to be an "investment
          company" required to be registered under the Investment Company Act;

               (ii)    causing the Trust to be classified for United States
          federal income tax purposes as a grantor trust; and

               (iii)   cooperating with the Debenture Issuer to ensure that the
          Debentures will be treated as indebtedness of the Debenture Issuer for
          United States federal income tax purposes;

provided that such action does not adversely affect the interests of Holders;
and

          (q)  to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust.

          The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

          Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

          Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7.   PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

          (a)  The Trust shall not, and the Trustees (including the Property
Trustee) shall not, engage in any activity other than as required or authorized
by this Declaration. In particular, the Trust shall not and the Trustees
(including the Property Trustee) shall cause the Trust not to:

                                       14


               (i)     invest any proceeds received by the Trust from holding
          the Debentures, but shall distribute all such proceeds to Holders of
          Securities pursuant to the terms of this Declaration and of the
          Securities;

               (ii)    acquire any assets other than as expressly provided
          herein;

               (iii)   possess Trust property for other than a Trust purpose;

               (iv)    make any loans or incur any indebtedness other than loans
          represented by the Debentures;

               (v)     possess any power or otherwise act in such a way as to
          vary the Trust assets or the terms of the Securities in any way
          whatsoever;

               (vi)    issue any securities or other evidences of beneficial
          ownership of, or beneficial interest in, the Trust other than the
          Securities; or

               (vii)   other than as provided in this Declaration or Annex I,
          (A) direct the time, method and place of exercising any trust or power
          conferred upon the Debenture Trustee with respect to the Debentures,
          (B) waive any past default that is waivable under the Indenture, (C)
          exercise any right to rescind or annul any declaration that the
          principal of all the Debentures shall be due and payable, or (D)
          consent to any amendment, modification or termination of the Indenture
          or the Debentures where such consent shall be required unless the
          Trust shall have received an opinion of counsel to the effect that
          such modification will not cause more than an insubstantial risk that
          for United States federal income tax purposes the Trust will not be
          classified as a grantor trust.

SECTION 3.8.   POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

          (a)  The legal title to the Debentures shall be owned on behalf of the
Trust by and held of record in the name of the Property Trustee in trust for the
benefit of the Holders of the Securities. The right, title and interest of the
Property Trustee to the Debentures shall vest automatically in each Person who
may hereafter be appointed as Property Trustee in accordance with Section 5.7.
Such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the Debentures have been executed and
delivered.

          (b)  The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as Delaware Trustee).

          (c)  The Property Trustee shall:

               (i)     establish and maintain a segregated non-interest bearing
          trust account (the "Property Trustee Account") in the name of and
          under the exclusive control of the Property Trustee on behalf of the
          Holders of the Securities and, upon the receipt of payments of funds
          made in respect of the Debentures held by the Property Trustee,
          deposit such funds into the Property Trustee Account and

                                       15


          make payments to the Holders of the Preferred Securities and Holders
          of the Common Securities from the Property Trustee Account in
          accordance with Section 6.1. Funds in the Property Trustee Account
          shall be held uninvested until disbursed in accordance with this
          Declaration. The Property Trustee Account shall be an account that is
          maintained with a banking institution[, which institution may be the
          Property Trustee in its individual capacity,] the rating on whose
          long-term unsecured indebtedness is at least equal to the rating
          assigned to the Preferred Securities by a "nationally recognized
          statistical rating organization", as that term is defined for purposes
          of Rule 436(g)(2) under the Securities Act;

               (ii)    engage in such ministerial activities as shall be
          necessary or appropriate to effect the redemption of the Preferred
          Securities and the Common Securities to the extent the Debentures are
          redeemed or mature; and

               (iii)   upon written notice of distribution issued by the Regular
          Trustees in accordance with the terms of the Securities, engage in
          such ministerial activities as shall be necessary or appropriate to
          effect the distribution of the Debentures to Holders of Securities
          upon the occurrence of certain special events (as may be defined in
          the terms of the Securities) arising from a change in law or a change
          in legal interpretation or other specified circumstances pursuant to
          the terms of the Securities.

          (d)  The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Securities.

          (e)  The Property Trustee shall take any Legal Action which arises out
of or in connection with an Event of Default of which a Responsible Officer of
the Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act; provided,
however, that if an Event of Default under this Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest or principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Direct
Action, the rights of the Holders of the Common Securities will be subrogated to
the rights of such Holder of Preferred Securities to the extent of any payment
made by the Debenture Issuer to such Holder of Preferred Securities in such
Direct Action. Except as provided in the preceding sentences, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          (f)  The Property Trustee shall not resign as a Trustee unless either:

                                       16


               (i)     the Trust has been completely liquidated and the proceeds
          of the liquidation distributed to the Holders of Securities pursuant
          to the terms of the Securities; or

               (ii)    a Successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 5.7.

          (g)  The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer of
the Property Trustee occurs and is continuing, the Property Trustee shall, for
the benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of such
Securities.

          (h)  The Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Property Trustee at any time and a successor
Paying Agent or additional Paying Agents may be appointed at any time by the
Property Trustee.

               (i)     Subject to this Section 3.8, the Property Trustee shall
          have none of the duties, liabilities, powers or the authority of the
          Regular Trustees set forth in Section 3.6.

          The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set out
in Section 3.3.

SECTION 3.9.   CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

          (a)  The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Property Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.6) of which a Responsible Officer
of the Property Trustee has actual knowledge, the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

          (b)  No provision of this Declaration shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

               (i)     prior to the occurrence of an Event of Default and after
          the curing or waiving of all such Events of Default that may have
          occurred:

                                       17


                       (A)  the duties and obligations of the Property Trustee
          shall be determined solely by the express provisions of this
          Declaration and the Property Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Declaration, and no implied covenants or obligations
          shall be read into this Declaration against the Property Trustee; and

                       (B)  in the absence of bad faith on the part of the
          Property Trustee, the Property Trustee may conclusively rely, as to
          the truth of the statements and the correctness of the opinions
          expressed therein, upon any certificates or opinions furnished to the
          Property Trustee and conforming to the requirements of this
          Declaration; but in the case of any such certificates or opinions that
          by any provision hereof are specifically required to be furnished to
          the Property Trustee, the Property Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Declaration;

               (ii)    the Property Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer of the Property
          Trustee, unless it shall be proved that the Property Trustee was
          negligent in ascertaining the pertinent facts;

               (iii)   the Property Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of not less than a
          Majority in liquidation amount of the Securities relating to the time,
          method and place of conducting any proceeding for any remedy available
          to the Property Trustee, or exercising any trust or power conferred
          upon the Property Trustee under this Declaration;

               (iv)    no provision of this Declaration shall require the
          Property Trustee to expend or risk its own funds or otherwise incur
          personal financial liability in the performance of any of its duties
          or in the exercise of any of its rights or powers, if it shall have
          reasonable grounds for believing that the repayment of such funds or
          liability is not reasonably assured to it under the terms of this
          Declaration or indemnity reasonably satisfactory to the Property
          Trustee against such risk or liability is not reasonably assured to
          it;

               (v)     the Property Trustee's sole duty with respect to the
          custody, safe keeping and physical preservation of the Debentures and
          the Property Trustee Account shall be to deal with such property in a
          similar manner as the Property Trustee deals with similar property for
          its own account, subject to the protections and limitations on
          liability afforded to the Property Trustee under this Declaration and
          the Trust Indenture Act;

               (vi)    the Property Trustee shall have no duty or liability for
          or with respect to the value, genuineness, existence or sufficiency of
          the Debentures or

                                       18


          the payment of any taxes or assessments levied thereon or in
          connection therewith;

               (vii)   the Property Trustee shall not be liable for any interest
          on any money received by it except as it may otherwise agree in
          writing with the Depositor. Money held by the Property Trustee need
          not be segregated from other funds held by it except in relation to
          the Property Trustee Account maintained by the Property Trustee
          pursuant to Section 3.8(c)(i) and except to the extent otherwise
          required by law; and

               (viii)  the Property Trustee shall not be responsible for
          monitoring the compliance by the Regular Trustees or the Depositor
          with their respective duties under this Declaration, nor shall the
          Property Trustee be liable for any default or misconduct of the
          Regular Trustees or the Depositor.

SECTION 3.10.  CERTAIN RIGHTS OF PROPERTY TRUSTEE.

          (a)  Subject to the provisions of Section 3.9:

               (i)     the Property Trustee may conclusively rely and shall be
          fully protected in acting or refraining from acting upon any
          resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note,
          other evidence of indebtedness or other paper or document believed by
          it to be genuine and to have been signed, sent or presented by the
          proper party or parties;

               (ii)    any direction or act of the Depositor or the Regular
          Trustees contemplated by this Declaration shall be sufficiently
          evidenced by an Officers' Certificate;

               (iii)   whenever in the administration of this Declaration, the
          Property Trustee shall deem it desirable that a matter be proved or
          established before taking, suffering or omitting any action hereunder,
          the Property Trustee (unless other evidence is herein specifically
          prescribed) may, in the absence of bad faith on its part, request and
          conclusively rely upon an Officers' Certificate which, upon receipt of
          such request, shall be promptly delivered by the Depositor or the
          Regular Trustees;

               (iv)    the Property Trustee shall have no duty to see to any
          recording, filing or registration of any instrument (including any
          financing or continuation statement or any filing under tax or
          securities laws) or any rerecording, refiling or registration thereof;

               (v)     the Property Trustee may consult with counsel or other
          experts of its selection and the advice or opinion of such counsel and
          experts with respect to legal matters or advice within the scope of
          such experts' area of expertise shall be full and complete
          authorization and protection in respect of any action taken, suffered
          or omitted by it hereunder in good faith and in accordance with such

                                       19


          advice or opinion, such counsel may be counsel to the Depositor or any
          of its Affiliates, and may include any of its employees. The Property
          Trustee shall have the right at any time to seek instructions
          concerning the administration of this Declaration from any court of
          competent jurisdiction;

               (vi)    the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Declaration
          at the request or direction of any Holder, unless such Holder shall
          have provided to the Property Trustee security and indemnity,
          reasonably satisfactory to the Property Trustee, against the costs,
          expenses (including attorneys' fees and expenses and the expenses of
          the Property Trustee's agents, nominees or custodians) and liabilities
          that might be incurred by it in complying with such request or
          direction, including such reasonable advances as may be requested by
          the Property Trustee provided, that, nothing contained in this
          Section 3.10(a)(vi) shall be taken to relieve the Property Trustee,
          upon the occurrence of an Event of Default, of its obligation to
          exercise the rights and powers vested in it by this Declaration;

               (vii)   the Property Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Property Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit;

               (viii)  the Property Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, custodians, nominees or attorneys and the Property
          Trustee shall not be responsible for any misconduct or negligence on
          the part of any agent or attorney appointed with due care by it
          hereunder;

               (ix)    any action taken by the Property Trustee or its agents
          hereunder shall bind the Trust and the Holders of the Securities, and
          the signature of the Property Trustee or its agents alone shall be
          sufficient and effective to perform any such action and no third party
          shall be required to inquire as to the authority of the Property
          Trustee to so act or as to its compliance with any of the terms and
          provisions of this Declaration, both of which shall be conclusively
          evidenced by the Property Trustee's or its agent's taking such action;

               (x)     whenever in the administration of this Declaration the
          Property Trustee shall deem it desirable to receive instructions with
          respect to enforcing any remedy or right or taking any other action
          hereunder, the Property Trustee (i) may request instructions from the
          Holders of the Securities which instructions may only be given by the
          Holders of the same proportion in liquidation amount of the Securities
          as would be entitled to direct the Property Trustee under the terms of
          the Securities in respect of such remedy, right or action, (ii) may
          refrain from enforcing such remedy or right or taking such other
          action until such instructions

                                       20


          are received, and (iii) shall be protected in conclusively relying on
          or acting in accordance with such instructions;

               (xi)    except as otherwise expressly provided by this
          Declaration, the Property Trustee shall not be under any obligation to
          take any action that is discretionary under the provisions of this
          Declaration; and

               (xii)   the Property Trustee shall not be liable for any action
          taken, suffered, or omitted to be taken by it in good faith and
          reasonably believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Declaration

          (b)  No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

SECTION 3.11.  DELAWARE TRUSTEE.

          Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any of the
powers nor have any of the duties and responsibilities of the Regular Trustees
or the Property Trustee described in this Declaration. Except as set forth in
Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Statutory Trust
Act and shall have no powers, duties or responsibilities whatsoever, except as
expressly provided herein or in the Statutory Trust Act.

SECTION 3.12.  EXECUTION OF DOCUMENTS.

          Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Statutory Trust Act, a majority of or, if there are
only two, any Regular Trustee or, if there is only one, such Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.6.

SECTION 3.13.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

          The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

                                       21


SECTION 3.14.  DURATION OF TRUST.

          The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence for fifty-five (55) years from the Closing
Date.

SECTION 3.15.  MERGERS.

          (a)  The Trust may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).

          (b)  The Trust may, with the consent of the Regular Trustees or, if
there are more than two, a majority of the Regular Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the Property
Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State; provided that:

               (i)     such successor entity (the "Successor Entity") either:

                       (A)  expressly assumes all of the obligations of the
          Trust under the Securities; or

                       (B)  substitutes for the Securities other securities
          having substantially the same terms as the Preferred Securities (the
          "Successor Securities") so long as the Successor Securities rank the
          same as the Preferred Securities rank with respect to Distributions
          and payments upon liquidation, redemption and otherwise;

               (ii)    the Debenture Issuer expressly acknowledges a trustee of
          the Successor Entity that possesses the same powers and duties as the
          Property Trustee as the holder of the Debentures;

               (iii)   the Preferred Securities or any Successor Securities are
          listed, or any Successor Securities will be listed upon notification
          of issuance, on any national securities exchange or with another
          organization on which the Preferred Securities are then listed or
          quoted;

               (iv)    such merger, consolidation, amalgamation or replacement
          does not cause the Preferred Securities (including any Successor
          Securities) to be downgraded by any nationally recognized statistical
          rating organization;

               (v)     such merger, consolidation, amalgamation or replacement
          does not adversely affect the rights, preferences and privileges of
          the Holders of the Securities (including any Successor Securities) in
          any material respect (other than with respect to any dilution of such
          Holders' interests in the Preferred Securities as a result of such
          merger, consolidation, amalgamation or replacement);

               (vi)    such Successor Entity has a purpose identical to that of
          the Trust;

                                       22


               (vii)   prior to such merger, consolidation, amalgamation or
          replacement, the Depositor has received an opinion of a nationally
          recognized independent counsel to the Trust experienced in such
          matters to the effect that:

                       (A)  such merger, consolidation, amalgamation or
          replacement does not adversely affect the rights, preferences and
          privileges of the Holders of the Securities (including any Successor
          Securities) in any material respect (other than with respect to any
          dilution of the Holders' interest in the new entity); and

                       (B)  following such merger, consolidation, amalgamation
          or replacement, neither the Trust nor the Successor Entity will be
          required to register as an Investment Company;

                       (C)  following such merger, consolidation, amalgamation
          or replacement, the Trust (or the Successor Entity) will continue to
          be classified as a grantor trust for United States federal income tax
          purposes; and

               (viii)  the Depositor guarantees the obligations of such
          Successor Entity under the Successor Securities at least to the extent
          provided by the Preferred Securities Guarantee.

          (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                   ARTICLE IV
                                    DEPOSITOR

SECTION 4.1.   DEPOSITOR'S PURCHASE OF COMMON SECURITIES.

          On the Closing Date the Depositor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to [1%] of the
capital of the Trust, at the same time as the Preferred Securities are sold.

SECTION 4.2.   RESPONSIBILITIES OF THE DEPOSITOR.

          In connection with the issuance and sale of the Preferred Securities,
the Depositor shall have the exclusive right and responsibility to engage in the
following activities:

          (a)  to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

          (b)  to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities and to do
any and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and

                                       23


prepare for execution and filing any documents to be executed and filed by the
Trust, as the Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States;

          (c)  to prepare for filing by the Trust an application to the New York
Stock Exchange or any other national stock exchange or the Nasdaq National
Market for listing upon notice of issuance of any Preferred Securities;

          (d)  to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act, including any amendments
thereto; and

          (e)  to negotiate the terms of the Underwriting Agreement and Pricing
Agreement providing for the sale of the Preferred Securities.

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1.   NUMBER OF TRUSTEES.

          The number of Trustees initially shall be four (4), and:

          (a)  at any time before the issuance of any Securities, the Depositor
may, by written instrument, increase or decrease the number of Trustees; and

          (b)  after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2); provided further that (1) one Trustee, in the
case of a natural person, shall be a person who is a resident of the State of
Delaware or that, if not a natural person, is an entity which has its principal
place of business in the State of Delaware; (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Depositor (a
"Regular Trustee"); and (3) one Trustee shall be the Property Trustee for so
long as this Declaration is required to qualify as an indenture under the Trust
Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets
the applicable requirements.

SECTION 5.2.   DELAWARE TRUSTEE.

          If required by the Statutory Trust Act, one Trustee (the "Delaware
Trustee") shall be:

          (a)  a natural person who is a resident of the State of Delaware; or

          (b)  if not a natural person, an entity which has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law; provided that, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise

                                       24


meets the requirements of applicable law, then the Property Trustee shall also
be the Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3.   PROPERTY TRUSTEE; ELIGIBILITY.

          (a)  There shall at all times be one Trustee which shall act as
Property Trustee which shall:

               (i)     not be an Affiliate of the Depositor; and

               (ii)    be a corporation organized and doing business under the
          laws of the United States of America or any State or Territory thereof
          or of the District of Columbia, or a corporation or Person permitted
          by the Commission to act as an institutional trustee under the Trust
          Indenture Act, authorized under such laws to exercise corporate trust
          powers, having a combined capital and surplus of at least 50 million
          U.S. dollars ($50,000,000), and subject to supervision or examination
          by Federal, State, Territorial or District of Columbia authority. If
          such corporation publishes reports of condition at least annually,
          pursuant to law or to the requirements of the supervising or examining
          authority referred to above, then for the purposes of this
          Section 5.3(a)(ii), the combined capital and surplus of such
          corporation shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published.

          (b)  If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

          (c)  If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

          (d)  The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

          (e)  The initial Property Trustee shall be:

               U.S. Bank National Association

SECTION 5.4.   CERTAIN QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
               GENERALLY.

          Each Regular Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

                                       25


SECTION 5.5.   REGULAR TRUSTEES.

          The initial Regular Trustees shall be:

          ______________________________________
          ______________________________________
          ______________________________________

          (a)  Except as expressly set forth in this Declaration and except if a
meeting of the Regular Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by, or with the consent of, any one such Regular Trustee.

          (b)  Unless otherwise determined by the Regular Trustees, and except
as otherwise required by the Statutory Trust Act or applicable law, any Regular
Trustee is authorized to execute on behalf of the Trust any documents which the
Regular Trustees have the power and authority to cause the Trust to execute
pursuant to Section 3.6; and

          (c)  a Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6.   DELAWARE TRUSTEE.

          The initial Delaware Trustee shall be:

          Delaware Trust Capital Management, Inc.

SECTION 5.7.   APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

          (a)  Subject to Section 5.7(b), Trustees may be appointed or removed
without cause at any time except during an event of default:

               (i)     until the issuance of any Securities, by written
          instrument executed by the Depositor; and

               (ii)    after the issuance of any Securities, by vote of the
          Holders of a Majority in liquidation amount of the Common Securities
          voting as a class at a meeting of the Holders of the Common
          Securities.

          (b)  (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.7(a) until a Successor Property Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Regular Trustees and the
Depositor; and

               (ii)    the Trustee that acts as Delaware Trustee shall not be
          removed in accordance with this Section 5.7(a) until a successor
          Trustee possessing the

                                       26


          qualifications to act as Delaware Trustee under Sections 5.2 and 5.4
          (a "Successor Delaware Trustee") has been appointed and has accepted
          such appointment by written instrument executed by such Successor
          Delaware Trustee and delivered to the Regular Trustees and the
          Depositor.

          (c)  A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Depositor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:

               (i)     No such resignation of the Trustee that acts as the
          Property Trustee shall be effective:

                       (A)  until a Successor Property Trustee has been
          appointed and has accepted such appointment by instrument executed by
          such Successor Property Trustee and delivered to the Trust, the
          Depositor and the resigning Property Trustee; or

                       (B)  until the assets of the Trust have been completely
          liquidated and the proceeds thereof distributed to the holders of the
          Securities; and

               (ii)    no such resignation of the Trustee that acts as the
          Delaware Trustee shall be effective until a Successor Delaware Trustee
          has been appointed and has accepted such appointment by instrument
          executed by such Successor Delaware Trustee and delivered to the
          Trust, the Depositor and the resigning Delaware Trustee.

          (d)  The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee
as the case may be if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.7. If no Successor
Property Trustee or Successor Delaware Trustee shall have been appointed and
accepted appointment as provided in this Section 5.7 within 60 days after
delivery of an instrument of resignation or removal, the Property Trustee or
Delaware Trustee resigning or being removed, as applicable, may petition any
court of competent jurisdiction for appointment of a Successor Property Trustee
or Successor Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper and prescribe, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

          (e)  No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

SECTION 5.8.   VACANCIES AMONG TRUSTEES.

          If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1,

                                       27


a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Regular Trustees or, if there are more than two, a majority of the Regular
Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.9.   EFFECT OF VACANCIES.

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 5.7, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

SECTION 5.10.  MEETINGS.

          If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting. The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been properly called or convened. Unless
provided otherwise in this Declaration, any action of the Regular Trustees may
be taken at a meeting by vote of a majority of the Regular Trustees present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Regular Trustees. In the event there is only one Regular
Trustee, any and all action of such Regular Trustee shall be evidenced by a
written consent of such Regular Trustee.

SECTION 5.11.  DELEGATION OF POWER.

          (a)  Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in
Section 3.6, including any registration statement or amendment thereto filed
with the Commission, or making any other governmental filing; and

          (b)  the Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as

                                       28


the Regular Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

SECTION 5.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1.   DISTRIBUTIONS.

          Holders shall receive Distributions (as defined herein) in accordance
with the applicable terms of the relevant Holder's Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to
the extent that the Debenture Issuer makes a payment of interest (including
[Compounded Interest (as defined in the Indenture), and] Additional Interest (as
defined in the Indenture)), premium and/or principal on the Debentures held by
the Property Trustee (the amount of any such payment being a "Payment Amount"),
the Property Trustee shall and is directed, to the extent funds are available
for that purpose, to make a distribution (a "Distribution") of the Payment
Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1.   GENERAL PROVISIONS REGARDING SECURITIES.

          (a)  The Regular Trustees shall on behalf of the Trust issue one class
of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities.") The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

          (b)  The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual signature of any present or
any future Regular Trustee. In case any Regular Trustee of the Trust who shall
have signed any of the Securities shall cease to be such Regular Trustee before
the Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such

                                       29


Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the Trust, although
at the date of the execution and delivery of the Declaration any such person was
not such a Regular Trustee. Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.

          (c)  The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

          (d)  Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable.

          (e)  Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

SECTION 7.2.   PAYING AGENT.

          In the event that the Preferred Securities are not in book-entry only
form, the Trust shall maintain in the Borough of Manhattan, City of New York,
State of New York, an office or agency where the Preferred Securities may be
presented for payment ("Paying Agent). The Trust may appoint the Paying Agent
and may appoint one or more additional paying agents in such other locations as
it shall determine. The term "Paying Agent" includes any additional paying
agent. The Trust may change any Paying Agent without prior notice to any Holder.
The Trust shall notify the Property Trustee of the name and address of any Agent
not a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Paying Agent, the Property Trustee shall act as such. The
Property Trustee on behalf of the Trust or any of its Affiliates may act as
Paying Agent. The Trust shall initially act as Paying Agent for the Preferred
Securities and the Common Securities.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1.   TERMINATION OF TRUST.

          (a)  The Trust shall terminate:

               (i)     upon the bankruptcy of the Depositor;

               (ii)    upon the filing of a certificate of dissolution or its
          equivalent with respect to the Depositor; the filing of a certificate
          of cancellation with respect to the Trust after having obtained the
          consent of a majority in liquidation amount of

                                       30


          the Securities voting together as a single class to file such
          certificate of cancellation or the revocation of the Depositor's
          charter and the expiration of 90 days after the date of revocation
          without a reinstatement thereof;

               (iii)   upon the entry of a decree of judicial dissolution of the
          Holder of the Common Securities, the Depositor or the Trust;

               (iv)    when all of the Securities shall have been called for
          redemption and the amounts necessary for redemption thereof shall have
          been paid to the Holders in accordance with the terms of the
          Securities;

               (v)     upon the occurrence and continuation of a Special Event
          pursuant to which the Trust shall have been dissolved in accordance
          with the terms of the Securities and all of the Debentures endorsed
          thereon shall have been distributed to the Holders of Securities in
          exchange for all of the Securities; [or at the Depositor's direction
          (wholly discretionary and optional) to the Property Trustee to
          terminate and distribute the Debentures. However, in such case, if the
          distribution of Debentures is deemed not practical by the Property
          Trustee, the Property Trustee may dissolve the Trust and liquidate the
          assets instead;] or

               (vi)    before the issuance of any Securities, with the consent
          of all of the Regular Trustees and the Depositor.

          (b)  As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

          (c)  The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1.   TRANSFER OF SECURITIES.

          (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

          (b)  Subject to this Article IX, Preferred Securities shall be freely
transferable.

          (c)  The Depositor may not transfer the Common Securities.

SECTION 9.2.   TRANSFER OF CERTIFICATES.

          The Regular Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such

                                       31


indemnity as the Regular Trustees may require) in respect of any tax or other
government charges that may be imposed in relation to it. Upon surrender for
registration of transfer of any Certificate, the Regular Trustees shall cause
one or more new Certificates to be issued in the name of the designated
transferee or transferees. Every Certificate surrendered for registration of
transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Regular Trustees duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer shall be canceled by the Regular Trustees. A transferee
of a Certificate shall be entitled to the rights and subject to the obligations
of a Holder hereunder upon the receipt by such transferee of a Certificate. By
acceptance of a Certificate, each transferee shall be deemed to have agreed to
be bound by this Declaration.

SECTION 9.3.   DEEMED SECURITY HOLDERS.

          The Trustees may treat the Person in whose name any Certificate shall
be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

SECTION 9.4.   BOOK ENTRY INTERESTS.

          Unless otherwise specified in the terms of the Preferred Securities,
the Preferred Securities Certificates, on original issuance, will be issued in
the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered Preferred
Security Certificates (the "Definitive Preferred Security Certificates") have
been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7:

          (a)  the provisions of this Section 9.4 shall be in full force and
effect;

          (b)  the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

          (c)  to the extent that the provisions of this Section 9.4 conflict
with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

          (d)  the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and
receive and transmit payments of Distributions on the

                                       32


Global Certificates to such Clearing Agency Participants. DTC will make book
entry transfers among the Clearing Agency Participants.

SECTION 9.5.   NOTICES TO CLEARING AGENCY.

          Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all
such notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency, and shall have no notice obligations to
the Preferred Security Beneficial Owners.

SECTION 9.6.   APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

          If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Preferred Securities.

SECTION 9.7.   DEFINITIVE PREFERRED SECURITY CERTIFICATES.

          If:

          (a)  a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or

          (b)  the Regular Trustees elect after consultation with the Depositor
to terminate the book entry system through the Clearing Agency with respect to
the Preferred Securities;

then:

          (c)  Definitive Preferred Security Certificates shall be prepared by
the Regular Trustees on behalf of the Trust with respect to such Preferred
Securities; and

          (d)  upon surrender of the Global Certificates by the Clearing Agency,
accompanied by registration instructions, the Regular Trustees shall cause
Definitive Preferred Security Certificates to be delivered to Preferred Security
Beneficial Owners in accordance with the instructions of the Clearing Agency.
Neither the Trustees nor the Trust shall be liable for any delay in delivery of
such instructions and each of them may conclusively rely on and shall be
protected in relying on, said instructions of the Clearing Agency. The
Definitive Preferred Security Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

                                       33


SECTION 9.8.   MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

          If:

          (a)  any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

          (b)  there shall be delivered to the Regular Trustees such security or
indemnity as may be required by them to keep each of them harmless; then, in the
absence of notice that such Certificate shall have been acquired by a bona fide
purchaser, any Regular Trustee on behalf of the Trust shall execute and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination. In connection with the
issuance of any new Certificate under this Section 9.8, the Regular Trustees may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith. Any duplicate Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
ownership interest in the relevant Securities, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1.  LIABILITY.

          (a)  Except as expressly set forth in this Declaration, the Securities
Guarantees and the terms of the Securities, the Depositor shall not be:

               (i)     personally liable for the return of any portion of the
          capital contributions (or any return thereon) of the Holders of the
          Securities which shall be made solely from assets of the Trust; and

               (ii)    be required to pay to the Trust or to any Holder of
          Securities any deficit upon dissolution of the Trust or otherwise.

          (b)  The Holder of the Common Securities shall be liable for all of
the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

          (c)  Pursuant to Section 3803(a) of the Statutory Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

SECTION 10.2.  EXCULPATION.

          (a)  No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred

                                       34


by reason of any act or omission performed or omitted by such Indemnified Person
in good faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Declaration or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's gross negligence or willful misconduct with respect to
such acts or omissions.

          (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

SECTION 10.3.  FIDUCIARY DUTY.

          (a)  To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

          (b)  Unless otherwise expressly provided herein:

               (i)     whenever a conflict of interest exists or arises between
          any Covered Persons; or

               (ii)    whenever this Declaration or any other agreement
          contemplated herein or therein provides that an Indemnified Person
          shall act in a manner that is, or provides terms that are, fair and
          reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

          (c)  Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision:

                                       35


               (i)     in its "discretion" or under a grant of similar
          authority, the Indemnified Person shall be entitled to consider such
          interests and factors as it desires, including its own interests, and
          shall have no duty or obligation to give any consideration to any
          interest of or factors affecting the Trust or any other Person; or

               (ii)    in its "good faith" or under another express standard,
          the Indemnified Person shall act under such express standard and shall
          not be subject to any other or different standard imposed by this
          Declaration or by applicable law.

SECTION 10.4.  INDEMNIFICATION.

          (a)  (i) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

               (ii)    The Debenture Issuer shall indemnify, to the full extent
          permitted by law, any Company Indemnified Person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the Trust to procure a
          judgment in its favor by reason of the fact that he is or was a
          Company Indemnified Person against expenses (including attorneys' fees
          and expenses) actually and reasonably incurred by him in connection
          with the defense or settlement of such action or suit if he acted in
          good faith and in a manner he reasonably believed to be in or not
          opposed to the best interests of the Trust and except that no such
          indemnification shall be made in respect of any claim, issue or matter
          as to which such Company Indemnified Person shall have been adjudged
          to be liable to the Trust unless and only to the extent that the Court
          of Chancery of Delaware or the court in which such action or suit was
          brought shall determine upon application that, despite the
          adjudication of liability but in view of all the circumstances of the
          case, such person is fairly and reasonably entitled to indemnity for
          such expenses which such Court of Chancery or such other court shall
          deem proper.

                                       36


               (iii)   To the extent that a Company Indemnified Person shall be
          successful on the merits or otherwise (including dismissal of an
          action without prejudice or the settlement of an action without
          admission of liability) in defense of any action, suit or proceeding
          referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
          defense of any claim, issue or matter therein, he shall be
          indemnified, to the full extent permitted by law, against expenses
          (including attorneys' fees) actually and reasonably incurred by him in
          connection therewith.

               (iv)    Any indemnification under paragraphs (i) and (ii) of this
          Section 10.4(a) (unless ordered by a court) shall be made by the
          Debenture Issuer only as authorized in the specific case upon a
          determination that indemnification of the Company Indemnified Person
          is proper in the circumstances because he has met the applicable
          standard of conduct set forth in paragraphs (i) and (ii). Such
          determination shall be made (1) by the Regular Trustees by a majority
          vote of a quorum consisting of such Regular Trustees who were not
          parties to such action, suit or proceeding, (2) if such a quorum is
          not obtainable, or, even if obtainable, if a quorum of disinterested
          Regular Trustees so directs, by independent legal counsel in a written
          opinion, or (3) by the Common Security Holder of the Trust.

               (v)     Expenses (including attorneys' fees and expenses)
          incurred by a Company Indemnified Person in defending a civil,
          criminal, administrative or investigative action, suit or proceeding
          referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall
          be paid by the Debenture Issuer in advance of the final disposition of
          such action, suit or proceeding upon receipt of an undertaking by or
          on behalf of such Company Indemnified Person to repay such amount if
          it shall ultimately be determined that he is not entitled to be
          indemnified by the Debenture Issuer as authorized in this
          Section 10.4(a). Notwithstanding the foregoing, no advance shall be
          made by the Debenture Issuer if a determination is reasonably and
          promptly made (i) by the Regular Trustees by a majority vote of a
          quorum of disinterested Regular Trustees, (ii) if such a quorum is not
          obtainable, or, even if obtainable, if a quorum of disinterested
          Regular Trustees so directs, by independent legal counsel in a written
          opinion or (iii) the Common Security Holder of the Trust, that, based
          upon the facts known to the Regular Trustees, counsel or the Common
          Security Holder at the time such determination is made, such Company
          Indemnified Person acted in bad faith or in a manner that such person
          did not believe to be in or not opposed to the best interests of the
          Trust, or, with respect to any criminal proceeding, that such Company
          Indemnified Person believed or had reasonable cause to believe his
          conduct was unlawful. In no event shall any advance be made in
          instances where the Regular Trustees, independent legal counsel or
          Common Security Holder reasonably determine that such person
          deliberately breached his duty to the Trust or its Common or Preferred
          Security Holders.

               (vi)    The indemnification and advancement of expenses provided
          by, or granted pursuant to, the other paragraphs of this
          Section 10.4(a) shall not be deemed exclusive of any other rights to
          which those seeking indemnification and advancement of expenses may be
          entitled under any agreement, vote of

                                       37


          stockholders or disinterested directors of the Debenture Issuer or
          Preferred Security Holders of the Trust or otherwise, both as to
          action in his official capacity and as to action in another capacity
          while holding such office. All rights to indemnification under this
          Section 10.4(a) shall be deemed to be provided by a contract between
          the Debenture Issuer and each Company Indemnified Person who serves in
          such capacity at any time while this Section 10.4(a) is in effect. Any
          repeal or modification of this Section 10.4(a) shall not affect any
          rights or obligations then existing.

               (vii)   The Debenture Issuer or the Trust may purchase and
          maintain insurance on behalf of any person who is or was a Company
          Indemnified Person against any liability asserted against him and
          incurred by him in any such capacity, or arising out of his status as
          such, whether or not the Debenture Issuer would have the power to
          indemnify him against such liability under the provisions of this
          Section 10.4(a).

               (viii)  For purposes of this Section 10.4(a), references to "the
          Trust" shall include, in addition to the resulting or surviving
          entity, any constituent entity (including any constituent of a
          constituent) absorbed in a consolidation or merger, so that any person
          who is or was a director, trustee, officer or employee of such
          constituent entity, or is or was serving at the request of such
          constituent entity as a director, trustee, officer, employee or agent
          of another entity, shall stand in the same position under the
          provisions of this Section 10.4(a) with respect to the resulting or
          surviving entity as he would have with respect to such constituent
          entity if its separate existence had continued.

               (ix)    The indemnification and advancement of expenses provided
          by, or granted pursuant to, this Section 10.4(a) shall, unless
          otherwise provided when authorized or ratified, continue as to a
          person who has ceased to be a Company Indemnified Person and shall
          inure to the benefit of the heirs, executors and administrators of
          such a person.

          (b)  The Debenture Issuer agrees to indemnify the (i) Property
Trustee, (ii) the Delaware Trustee [(in its individual capacity)], (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration or the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in this
Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration.

                                       38


SECTION 10.5.  OUTSIDE BUSINESSES.

          Any Covered Person, the Depositor, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Depositor, the
Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Depositor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Depositor or any Affiliate of the Depositor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Depositor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1.  FISCAL YEAR.

          The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

SECTION 11.2.  CERTAIN ACCOUNTING MATTERS.

          (a)  At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Regular Trustees.

          (b)  The Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within [90] days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss;

          (c)  The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right

                                       39


under the Code to deliver any such statement at a later date, the Regular
Trustees shall endeavor to deliver all such statements within 30 days after the
end of each Fiscal Year of the Trust.

          (d)  The Regular Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

SECTION 11.3.  BANKING.

          The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Property Trustee
shall designate the signatories for the Property Trustee Account.

SECTION 11.4.  WITHHOLDING.

          The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed over withholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1.  AMENDMENTS.

          (a)  Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

               (i)     the Regular Trustees (or, if there are more than two
          Regular Trustees a majority of the Regular Trustees);

                                       40


               (ii)    if the amendment affects the rights, powers, duties,
          obligations or immunities of the Property Trustee, the Property
          Trustee; and

               (iii)   if the amendment affects the rights, powers, duties,
          obligations or immunities of the Delaware Trustee, the Delaware
          Trustee;

          (b)  no amendment shall be made, and any such purported amendment
shall be void and ineffective:

               (i)     unless, in the case of any proposed amendment, the
          Property Trustee shall have first received an Officers' Certificate
          from each of the Trust and the Depositor that such amendment is
          permitted by, and conforms to, the terms of this Declaration
          (including the terms of the Securities);

               (ii)    unless, in the case of any proposed amendment which
          affects the rights, powers, duties, obligations or immunities of the
          Property Trustee, the Property Trustee shall have first received:

                       (A)  an Officers' Certificate from each of the Trust and
          the Depositor that such amendment is permitted by, and conforms to,
          the terms of this Declaration (including the terms of the Securities);
          and

                       (B)  an opinion of counsel (who may be counsel to the
          Depositor or the Trust) that such amendment is permitted by, and
          conforms to, the terms of this Declaration (including the terms of the
          Securities); and

               (iii)   to the extent the result of such amendment would be to:

                       (A)  cause the trust to fail to continue to be classified
          for purposes of United States federal income taxation as a grantor
          trust; reduce or otherwise adversely affect the powers of the Property
          Trustee in contravention of the Trust Indenture Act; or

                       (B)  cause the Trust to be deemed to be an Investment
          Company required to be registered under the Investment Company Act;

          (c)  at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

          (d)  Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities; Article IV shall not be
amended without the consent of the Holders of a Majority in liquidation amount
of the Common Securities; the rights of the holders of the Common Securities
under Article V to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a Majority
in liquidation amount of the Common Securities; and notwithstanding
Section 12.1(c),

                                       41


this Declaration may be amended by the Depositor and the Trustees without the
consent of the Holders of the Securities to:

               (i)     cure any ambiguity;

               (ii)    correct or supplement any provision in this Declaration
          that may be defective or inconsistent with any other provision of this
          Declaration;

               (iii)   add to the covenants, restrictions or obligations of the
          Depositor;

               (iv)    conform to any change in Rule 3a-5 or written change in
          interpretation or application of Rule 3a-5 by any legislative body,
          court, government agency or regulatory authority which amendment does
          not have a material adverse effect on the right, preferences or
          privileges of the Holders; and

               (v)     modify, eliminate and add to any provision of this
          Declaration to such extent as may be necessary.

SECTION 12.2.  MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT.

          (a)  Meetings of the Holders of any class of Securities may be called
at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

          (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

               (i)     notice of any such meeting shall be given to all the
          Holders of Securities having a right to vote thereat at least 7 days
          and not more than 60 days before the date of such meeting. Whenever a
          vote, consent or approval of the Holders of Securities is permitted or
          required under this Declaration or the rules of any stock exchange on
          which the Preferred Securities are listed or admitted for trading,
          such vote, consent or approval may be given at a meeting of the
          Holders of Securities. Any action that may be taken at a meeting of
          the Holders of Securities may be taken without a meeting if a consent
          in writing setting forth the action so taken is signed by the Holders
          of Securities owning not less than the minimum amount of Securities in
          liquidation amount that would be necessary to authorize or take such
          action at a meeting at which all Holders of Securities

                                       42


          having a right to vote thereon were present and voting. Prompt notice
          of the taking of action without a meeting shall be given to the
          Holders of Securities entitled to vote who have not consented in
          writing. The Regular Trustees may specify that any written ballot
          submitted to the Security Holder for the purpose of taking any action
          without a meeting shall be returned to the Trust within the time
          specified by the Regular Trustees;

               (ii)    each Holder of a Security may authorize any Person to act
          for it by proxy on all matters in which a Holder of Securities is
          entitled to participate, including waiving notice of any meeting, or
          voting or participating at a meeting. No proxy shall be valid after
          the expiration of 11 months from the date thereof unless otherwise
          provided in the proxy. Every proxy shall be revocable at the pleasure
          of the Holder of Securities executing it. Except as otherwise provided
          herein, all matters relating to the giving, voting or validity of
          proxies shall be governed by the General Corporation Law of the State
          of Delaware relating to proxies, and judicial interpretations
          thereunder, as if the Trust were a Delaware corporation and the
          Holders of the Securities were stockholders of a Delaware corporation;

               (iii)   each meeting of the Holders of the Securities shall be
          conducted by the Regular Trustees or by such other Person that the
          Regular Trustees may designate; and

               (iv)    unless the Statutory Trust Act, this Declaration, the
          terms of the Securities, the Trust Indenture Act or the listing rules
          of any stock exchange on which the Preferred Securities are then
          listed or trading, otherwise provides, the Regular Trustees, in their
          sole discretion, shall establish all other provisions relating to
          meetings of Holders of Securities, including notice of the time, place
          or purpose of any meeting at which any matter is to be voted on by any
          Holders of Securities, waiver of any such notice, action by consent
          without a meeting, the establishment of a record date, quorum
          requirements, voting in person or by proxy or any other matter with
          respect to the exercise of any such right to vote.

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1.  REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

          The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Depositor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Depositor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

          (a)  the Property Trustee is a Massachusetts trust company with trust
powers and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;

                                       43


          (b)  the execution, delivery and performance by the Property Trustee
of the Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

          (c)  the execution, delivery and performance of this Declaration by
the Property Trustee does not conflict with or constitute a breach of the
charter or by-laws of the Property Trustee; and

          (d)  no consent, approval or authorization of, or registration with or
notice to, any Massachusetts or federal banking authority is required for the
execution, delivery or performance by the Property Trustee, of this Declaration.

SECTION 13.2.  REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

          The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Depositor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Depositor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

          (a)  The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware, and is duly organized, validly
existing under the laws of the jurisdiction of formation, with trust power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration.

          (b)  The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration. This
Declaration under Delaware law constitutes a legal, valid and binding obligation
of the Delaware Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium, insolvency, and
other similar laws affecting creditors' rights generally and to general
principles of equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or at law).

          (c)  No consent, approval or authorization of, or registration with or
notice to, any banking authority of the State of Delaware or any federal banking
authority governing the banking or trust powers of the Delaware Trustee is
required for the execution, delivery or performance by the Delaware Trustee, of
this Declaration.

                                       44


                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1.  NOTICES.

          All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, as follows:

          (a)  if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Securities):

               [Allstate Financing III]
               c/o The Allstate Corporation
               2775 Sanders Road
               Northbrook, Illinois 60062
               Attention:
               Telecopy:

          (b)  if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

               Wachovia Bank of Delaware National Association
               One Rodney Square
               920 King Street, Suite 100
               Wilmington, Delaware 19801
               Attention: Corporate Trust Administration
               Telecopy:

          (c)  if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property Trustee
may give notice of to the Holders of the Securities):

               U.S. Bank National Association
               One Federal Street, Third Floor
               Boston, Massachusetts 02110
               Attention: Corporate Trust Services
               Telecopy:

          (d)  if given to the Holder of the Common Securities, at the mailing
address of the Depositor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):

                                       45


               The Allstate Corporation
               2775 Sanders Road
               Northbrook, Illinois 60062
               Attention:
               Telecopy:

          (e)  if given to any other Holder, at the address set forth on the
books and records of the Trust.

          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 14.2.  GOVERNING LAW.

          This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 14.3.  INTENTION OF THE PARTIES.

          It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted to further this intention of the
parties.

SECTION 14.4.  HEADINGS.

          Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 14.5.  SUCCESSORS AND ASSIGNS.

          Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Depositor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.6.  PARTIAL ENFORCEABILITY.

          If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

                                       46


SECTION 14.7.  COUNTERPARTS.

          This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

                                       47


          IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                        __________________________________
                                        ___________, as Regular Trustee


                                        __________________________________
                                        ___________, as Regular Trustee


                                        __________________________________
                                        ___________, as Regular Trustee


                                        WACHOVIA BANK OF DELAWARE NATIONAL
                                        ASSOCIATION, as Delaware Trustee


                                        By:
                                           -------------------------------
                                           Name:
                                           Title:


                                        U.S. BANK NATIONAL ASSOCIATION,
                                         as Property Trustee


                                        By:
                                           -------------------------------
                                           Name:
                                           Title:


                                        THE ALLSTATE CORPORATION,
                                         as Depositor


                                        By:
                                           -------------------------------
                                           Name:
                                           Title:

                                       48


                                     ANNEX I
                                    TERMS OF
                      _____% _________ PREFERRED SECURITIES
                       _____% _________ COMMON SECURITIES

          Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of _______ __, ____ (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

          (1)  Designation and Number.

               (a)     Preferred Securities. __________ Preferred Securities of
the Trust with an aggregate liquidation amount with respect to the assets of the
Trust of _____________________ dollars ($__________) and a liquidation amount
with respect to the assets of the Trust of $___ per preferred security, are
hereby designated for the purposes of identification only as "_____% __________
Preferred Securities(SM) ("______"(SM))" (the "Preferred Securities"). The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Preferred Securities are listed.

               (b)     Common Securities. __________ Common Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of ______________________ dollars ($__________) and a liquidation amount
with respect to the assets of the Trust of $___ per common security, are hereby
designated for the purposes of identification only as "_____% ____________
Common Securities" (the "Common Securities"). The Common Security Certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

          (2)  Distributions.

               (a)     Distributions payable on each Security will be fixed at a
rate per annum of _____% (the "Coupon Rate") of the stated liquidation amount of
$___ per Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any such interest payable
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are

                                       I-1


computed, Distributions will be computed on the basis of the actual number of
days elapsed per 90-day quarter.

               (b)     Distributions on the Securities will be cumulative, will
accrue from ______ __, ____, and will be payable quarterly in arrears, on
March 31, June 30, September 30, and December 31 of each year, commencing on
______ __, ____, except as otherwise described below. The Debenture Issuer has
the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarters or extending beyond the maturity date of the
Debentures (each an "Extension Period"), during which Extension Period no
interest shall be due and payable on the Debentures; provided that no Extension
Period shall last beyond the date of maturity of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, quarterly Distributions will continue to accrue with interest thereon
(to the extent permitted by applicable law) at the Coupon Rate compounded
quarterly during any such Extension Period. Prior to the termination of any such
Extension Period, the Debenture Issuer may further extend such Extension Period;
provided that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or extend beyond the
maturity of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.

               (c)     Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Preferred Securities remain in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Company" in the Prospectus Supplement dated ______ __, ____, to the Prospectus
dated ______ __, ____ (together, the "Prospectus"), of the Trust included in the
Registration Statement on Form S-3 of the Depositor, the Trust and certain other
statutory trusts. The relevant record dates for the Common Securities shall be
the same record date as for the Preferred Securities. If the Preferred
Securities shall not continue to remain in book-entry only form, the relevant
record dates for the Preferred Securities, shall conform to the rules of any
securities exchange on which the securities are listed and, if none, shall be
selected by the Regular Trustees, which dates shall be at least one Business Day
but less than 60 Business Days before the relevant payment dates, which payment
dates correspond to the interest payment dates on the Debentures. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any

                                       I-2


interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

               (d)     In the event that there is any money or other property
held by or for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders of the
Securities.

          (3)  Liquidation Distribution Upon Dissolution.

          In the event of any voluntary or involuntary dissolution, winding-up
or termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors an amount equal to the
aggregate of the stated liquidation amount of $___ per Security plus accrued and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, Debentures in an aggregate stated principal amount
equal to the aggregate stated liquidation amount of such Securities, with an
interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, such
Securities, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

          If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Securities shall be paid on a Pro Rata basis.

          (4)  Redemption and Distribution.

               (a)     Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Debenture
Issuer or pursuant to a Tax Event as described below), the proceeds from such
repayment or payment shall be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed at a redemption price of $___ per Security plus
an amount equal to accrued and unpaid Distributions thereon at the date of the
redemption, payable in cash (the "Redemption Price"). Holders will be given not
less than 30 nor more than 60 days notice of such redemption.

               (b)     If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Preferred Securities will be redeemed
Pro Rata and the Preferred Securities to be redeemed will be as described in
Section 4(f)(ii) below.

               (c)     If, at any time, a Tax Event (as defined below) shall
occur and be continuing the Regular Trustees shall, except in certain limited
circumstances described in this Section 4(c), dissolve the Trust and, after
satisfaction of creditors, cause Debentures held by the Property Trustee, having
an aggregate principal amount equal to the aggregate stated liquidation amount
of, with an interest rate identical to the Coupon Rate of, and accrued and
unpaid interest

                                       I-3


equal to accrued and unpaid Distributions on, and having the same record date
for payment as the Securities, to be distributed to the Holders of the
Securities in liquidation of such Holders' interests in the Trust on a Pro Rata
basis, within 90 days following the occurrence of such Tax Event (the "90 Day
Period"); provided, however, that, as a condition of such dissolution and
distribution, the Regular Trustees shall have received an opinion of a
nationally recognized independent tax counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on published revenue rulings of
the Internal Revenue Service, to the effect that the Holders of the Securities
will not recognize any gain or loss for United States federal income tax
purposes as a result of the dissolution of the Trust and the distribution of
Debentures; and provided, further, that, if at the time there is available to
the Trust the opportunity to eliminate, within the 90 Day Period, the Tax Event
by taking some ministerial action, such as filing a form or making an election,
or pursuing some other similar reasonable measure that has no adverse effect on
the Trust, the Debenture Issuer, the Depositor or the Holders of the Securities
("Ministerial Action"), the Trust will pursue such Ministerial Action in lieu of
dissolution.

          If in the event of a Tax Event, (i) after receipt of a Tax Event
Opinion (as defined hereinafter) by the Regular Trustees, the Debenture Issuer
has received an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a result of a Tax
Event, there is more than an insubstantial risk that the Debenture Issuer would
be precluded from deducting the interest on the Debentures for United States
federal income tax purposes even after the Debentures were distributed to the
Holders of Securities in liquidation of such Holders' interests in the Trust as
described in this Section 4(c), or (ii) the Regular Trustees shall have been
informed by such tax counsel that a No Recognition Opinion cannot be delivered
to the Trust, the Debenture Issuer shall have the right at any time, upon not
less than 30 nor more than 60 days notice, to redeem the Debentures in whole or
in part for cash within 90 days following the occurrence of such Tax Event, and,
following such redemption, Securities with an aggregate liquidation amount equal
to the aggregate principal amount of the Debentures so redeemed shall be
redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided,
however, that, if at the time there is available to the Debenture Issuer or the
Trust the opportunity to eliminate, within such 90 day period, the Special Event
by taking some Ministerial Action, the Trust or the Debenture Issuer will pursue
such Ministerial Action in lieu of redemption.

          "Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "Dissolution Tax Opinion") to the effect that on or after the date of
the Prospectus Supplement, as a result of (a) any amendment to, clarification of
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, (b) any judicial
decision, official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to adopt
such procedures or regulations (an "Administrative Action") or (c) any amendment
to, clarification of, or change in the official position or the interpretation
of such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental authority or regulatory body, irrespective of the manner in
which such amendment, clarification or change is made known, which amendment,
clarification, or change is effective or such pronouncement or decision is
announced, in each case, on or after, the first date of issuance

                                       I-4


of the Securities, there is more than an insubstantial risk that (i) the Trust
is or will be within 90 days of the date thereof, subject to United States
federal income tax with respect to interest accrued or received on the
Debentures, (ii) the Trust is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of taxes, duties or other governmental
charges, or (iii) interest payable by the Debenture Issuer to the Trust on the
Debentures is not, or within 90 days of the date thereof will not be,
deductible, in whole or in part, by the Debenture Issuer for United States
federal income tax purposes.

          On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) DTC or its nominee (or any successor
Clearing Agency or its nominee), as the record Holder of the Preferred
Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution and any
certificates representing Securities, except for certificates representing
Preferred Securities held by DTC or its nominee (or any successor Clearing
Agency or its nominee), will be deemed to represent beneficial interests in the
Debentures having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the Coupon Rate of,
and accrued and unpaid interest equal to accrued and unpaid Distributions on
such Securities until such certificates are presented to the Debenture Issuer or
its agent for transfer or reissue.

               (d)     The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

               (e)     If the Debentures are distributed to holders of the
Securities, pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange as the Preferred Securities were listed
immediately prior to the distribution of the Debentures.

               (f)     "Redemption or Distribution Procedures."

                       (i)    Notice of any redemption of, or notice of
               distribution of Debentures in exchange for the Securities (a
               "Redemption/Distribution Notice") will be given by the Trust by
               mail to each Holder of Securities to be redeemed or exchanged not
               fewer than 30 nor more than 60 days before the date fixed for
               redemption or exchange thereof which, in the case of a
               redemption, will be the date fixed for redemption of the
               Debentures. For purposes of the calculation of the date of
               redemption or exchange and the dates on which notices are given
               pursuant to this Section 4(f)(i), a Redemption/ Distribution
               Notice shall be deemed to be given on the day such notice is
               first mailed by first-class mail, postage prepaid, to Holders of
               Securities. Each Redemption/Distribution Notice shall be
               addressed to the Holders of Securities at the address of each
               such Holder appearing in the books and records of the Trust. No
               defect in the Redemption/Distribution Notice or in the mailing of
               either thereof with respect to any Holder shall affect the
               validity of the redemption or exchange proceedings with respect
               to any other Holder.

                                       I-5


                       (ii)   In the event that fewer than all the outstanding
               Securities are to be redeemed, the Securities to be redeemed
               shall be redeemed Pro Rata from each Holder of Preferred
               Securities, it being understood that, in respect of Preferred
               Securities registered in the name of and held of record by the
               DTC or its nominee (or any successor Clearing Agency or its
               nominee) or any nominee, the distribution of the proceeds of such
               redemption will be made to each Clearing Agency Participant (or
               Person on whose behalf such nominee holds such securities) in
               accordance with the procedures applied by such agency or nominee.

                       (iii)  If Securities are to be redeemed and the Trust
               gives a Redemption/Distribution Notice, which notice may only be
               issued if the Debentures are redeemed as set out in this
               Section 4 (which notice will be irrevocable), then (A) while the
               Preferred Securities are in book-entry only form, with respect to
               the Preferred Securities, by 12:00 noon, New York City time, on
               the redemption date, provided that the Debenture Issuer has paid
               the Property Trustee a sufficient amount of cash in connection
               with the related redemption or maturity of the Debentures, the
               Property Trustee will deposit irrevocably with DTC or its nominee
               (or successor Clearing Agency or its nominee) funds sufficient to
               pay the applicable Redemption Price with respect to the Preferred
               Securities and will give DTC irrevocable instructions and
               authority to pay the Redemption Price to the Holders of the
               Preferred Securities, and (B) with respect to Preferred
               Securities issued in definitive form and Common Securities,
               provided that the Debenture Issuer has paid the Property Trustee
               a sufficient amount of cash in connection with the related
               redemption or maturity of the Debentures, the Property Trustee
               will pay the relevant Redemption Price to the Holders of such
               Securities by check mailed to the address of the relevant Holder
               appearing on the books and records of the Trust on the redemption
               date. If a Redemption/Distribution Notice shall have been given
               and funds deposited as required, if applicable, then immediately
               prior to the close of business on the date of such deposit, or on
               the redemption date, as applicable, distributions will cease to
               accrue on the Securities so called for redemption and all rights
               of Holders of such Securities so called for redemption will
               cease, except the right of the Holders of such Securities to
               receive the Redemption Price, but without interest on such
               Redemption Price. Neither the Regular Trustees nor the Trust
               shall be required to register or cause to be registered the
               transfer of any Securities that have been so called for
               redemption. If any date fixed for redemption of Securities is not
               a Business Day, then payment of the Redemption Price 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) except that, if such Business Day
               falls in the next calendar year, such payment will be made on the
               immediately preceding Business Day, in each case with the same
               force and effect as if made on such date fixed for redemption. If
               payment of the Redemption Price in respect of any Securities is
               improperly withheld or

                                       I-6


               refused and not paid either by the Property Trustee or by the
               Depositor as guarantor pursuant to the relevant Securities
               Guarantee, Distributions on such Securities will continue to
               accrue from the original redemption date to the actual date of
               payment, in which case the actual payment date will be considered
               the date fixed for redemption for purposes of calculating the
               Redemption Price.

                       (iv)   Redemption/Distribution Notices shall be sent by
               the Regular Trustees on behalf of the Trust to (A) in respect of
               the Preferred Securities, DTC or its nominee (or any successor
               Clearing Agency or its nominee) if the Global Certificates have
               been issued or, if Definitive Preferred Security Certificates
               have been issued, to the Holder thereof, and (B) in respect of
               the Common Securities to the Holder thereof.

                       (v)    Subject to the foregoing and applicable law
               (including, without limitation, United States federal securities
               laws), provided the acquiror is not the Holder of the Common
               Securities or the obligor under the Indenture, the Depositor or
               any of its subsidiaries may at any time and from time to time
               purchase outstanding Preferred Securities by tender, in the open
               market or by private agreement.

          (5)  Voting Rights - Preferred Securities.

               (a)     Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

               (b)     Subject to the requirements set forth in this paragraph,
the Holders of a Majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class may direct the time, method, and place
of conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under the
Declaration, including the right to direct the Property Trustee, as holder of
the Debentures, to (i) exercise the remedies available under the Indenture,
conducting any proceeding for any remedy available to the Debenture Trustee, or
exercising any trust or power conferred on the Debenture Trustee with respect to
the Debentures, (ii) waive any past default and its consequences that is
waivable under Section ___ of the Indenture, or (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable[; provided, however, that, where a consent under the Indenture
would require the consent or act of the Holders of greater than a majority of
the Holders in principal amount of Debentures affected thereby, (a "Super
Majority"), the Property Trustee may only give such consent or take such action
at the written direction of the Holders of at least the proportion in
liquidation amount of the Preferred Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding]. The
Property Trustee shall not revoke any action previously authorized or approved
by a vote of the Holders of the Preferred Securities. Other than with respect to
directing the time, method and place of conducting any remedy available to the
Property Trustee or the Debenture Trustee as set forth above, the Property
Trustee shall not take any action in accordance with the directions of the
Holders of the

                                       I-7


Preferred Securities under this paragraph unless the Property Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action. If a Declaration Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal on the Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder (a "Direct
Action") on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the holders of the Common
Securities Holder will be subrogated to the rights of such holder of Preferred
Securities to the extent of any payment made by the Issuer to such holder of
Preferred Securities in such Direct Action. Except as provided in the preceding
sentences, the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.

          Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.

          No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

          Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Depositor or any Affiliate of the
Depositor shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if they were not outstanding.

          (6)  Voting Rights - Common Securities.

               (a)     Except as provided under Sections 6(b), (c), 7(a) and 8
as otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

               (b)     The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

                                       I-8


               (c)     Subject to Section 2.6 of the Declaration and only after
the Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred upon the Property
Trustee under the Declaration, including (i) directing the time, method, place
of conducting any proceeding for any remedy available to the Debenture Trustee,
or exercising any trust or power conferred on the Debenture Trustee with respect
to the Debentures, (ii) waive any past default and its consequences that is
waivable under Section ____ of the Indenture, or (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable[; provided that, where a consent or action under the Indenture
would require the consent or act of a Super Majority, the Property Trustee may
only give such consent or take such action at the written direction of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding]. Pursuant to this Section 6(c),
the Property Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities. Other than with
respect to directing the time, method and place of conducting any remedy
available to the Property Trustee or the Debenture Trustee as set forth above,
the Property Trustee shall not take any action in accordance with the directions
of the Holders of the Common Securities under this paragraph unless the Property
Trustee has obtained an opinion of tax counsel to the effect that for the
purposes of United States federal income tax the Trust will not be classified as
other than a grantor trust on account of such action. If the Property Trustee
fails to enforce its rights under the Declaration, any Holder of Common
Securities may institute a legal proceeding directly against any Person to
enforce the Property Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Property Trustee or any other Person.

          Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

          No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

          (7)  Amendments to Declaration and Indenture.

               (a)     In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees

                                       I-9


otherwise propose to effect, (i) any action that would adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution, winding- up
or termination of the Trust, other than as described in Section 8.1 of the
Declaration, then the Holders of outstanding Securities voting together as a
single class, will be entitled to vote on such amendment or proposal (but not on
any other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, affected thereby, provided, however, if
any amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.

               (b)     In the event the consent of the Property Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination on the Indenture or the Debentures, the
Property Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class[; provided, however, that where a consent under the Indenture would
require the consent of a Super Majority, the Property Trustee may only give such
consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding];
provided, further, that the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under this
Section 7(b) unless the Property Trustee has obtained an opinion of tax counsel
to the effect that for the purposes of United States federal income tax the
Trust will not be classified as other than a grantor trust on account of such
action.

          (8)  Pro Rata.

          A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

          (9)  Ranking.

          The Preferred Securities rank pari passu and payment thereon shall be
made Pro Rata with the Common Securities except that, where a Declaration Event
of Default occurs and

                                      I-10


is continuing the rights of Holders of the Common Securities to payment in
respect of Distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights to payment of the Holders of the Preferred
Securities.

          (10) Listing.

          The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the New York Stock Exchange,
Inc.

          (11) Acceptance of Securities Guarantee and Indenture.

          Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

          (12) No Preemptive Rights.

          The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

          (13) Miscellaneous.

          These terms constitute a part of the Declaration.

          The Depositor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
and the Indenture to a Holder without charge on written request to the Trust at
its principal place of business.

                                      I-11


                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

          This Preferred Security is a Global Certificate within the meaning of
the Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company ("DTC") or a nominee of DTC. This Preferred Security is
exchangeable for Preferred Securities registered in the name of a person other
than DTC or its nominee only in the limited circumstances described in the
Declaration and no transfer of this Preferred Security (other than a transfer of
this Preferred Security as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC) may be registered except in limited
circumstances.

          Unless this Preferred Security is presented by an authorized
representative of DTC (55 Water Street, New York, New York) to the Trust or its
agent for registration of transfer, exchange or payment, and any Preferred
Security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC 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.

Certificate Number                      Number of Preferred Securities
                                           CUSIP NO. _______________

                   Certificate Evidencing Preferred Securities

                                       of

                            [Allstate Financing III]

          _____% ____________ Preferred Securities(SM) ("______(SM))

          (liquidation amount $___ per Preferred Security)

          [Allstate Financing III], a statutory trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the ____% _________ Preferred Securities (SM) (liquidation amount
$___ per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of ______ __, ____, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Preferred Securities Guarantee to the
extent provided therein. The Depositor will provide a copy of the Declaration,
the Preferred Securities Guarantee and the

                                      A1-1


Indenture to a Holder without charge upon written request to the Trust at its
principal place of business.

          Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

          By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

          IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of ________, _____.

                                        [ALLSTATE FINANCING III]


                                        By:
                                           -------------------------------
                                           Name:
                                           Title: Regular Trustee

                                      A1-2


                          [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Preferred Security will be fixed at a
rate per annum of _____% (the "Coupon Rate") of the stated liquidation amount of
$___ per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any such interest payable
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 90-day quarter.

          Except as otherwise described below, distributions on the Preferred
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears, on March 31, June 30, September 30 and
December 31 of each year, commencing on _____ __, ____, to ______ __, ____. The
Debenture Issuer has the right under the Indenture to defer payments of interest
by extending the interest payment period from time to time on the Debentures for
a period not exceeding 20 consecutive quarters (each an "Extension Period");
provided that no Extension Period shall last beyond the date of the maturity of
the Debentures and as a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, quarterly Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded quarterly during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 20 consecutive
quarters or extend beyond the maturity of the Debentures. Payments of accrued
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

          The Preferred Securities shall be redeemable as provided in the
Declaration.

                                   ----------

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's name and social security or tax identification number)

                                      A1-3


________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
          (Insert address and zip code of assignee)

and irrevocably appoints
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________ agent to
transfer this Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.


Date:
      -------------------------------

Signature:
           --------------------------
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


Signature Guarantee*:
                       -------------------------------

- ----------
*    Signature must be guaranteed by an "eligible guarantor institution" that is
     a bank, stockbroker, savings and loan association or credit union meeting
     the requirements of the Registrar, which requirements include membership or
     participation in the Securities Transfer Agents Medallion Program ("STAMP")
     or such other "signature guarantee program" as may be determined by the
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities and Exchange Act of 1934, as amended.

                                      A1-4


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

Certificate Number                       Number of Common Securities

                    Certificate Evidencing Common Securities
                                       of

                            [Allstate Financing III]

                       _____% __________ Common Securities
                  (liquidation amount $___ per Common Security)

          [Allstate Financing III], a statutory trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that [The Allstate
Corporation] (the "Holder") is the registered owner of common securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the _____% __________ Common Securities (liquidation amount $___ per
Common Security) (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of ______ __,
____, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration. Capitalized terms used herein but not defined shall
have the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Common Securities Guarantee to the extent provided therein. The
Depositor will provide a copy of the Declaration, the Common Securities
Guarantee and the Indenture to a Holder without charge upon written request to
the Trust at its principal place of business.

          Upon receipt of this certificate, the Depositor is bound by the
Declaration and is entitled to the benefits thereunder.

          By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

                                      A2-1


          IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of ____________, ____.

                                        [ALLSTATE FINANCING III]


                                        By:
                                           -------------------------------
                                           Name:
                                           Title: Regular Trustee

                                      A2-2


                          [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Common Security will be fixed at a rate
per annum of _____% (the "Coupon Rate") of the stated liquidation amount of $___
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any such interest payable
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 90-day quarter.

          Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears, on March 31, June 30, September 30 and
December 31 of each year, commencing on ________ __, ____, to Holders of record
fifteen (15) days prior to such payment dates, which payment dates shall
correspond to the interest payment dates on the Debentures. The Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarters (each an "Extension Period"); provided that no
Extension Period shall last beyond the date of the maturity of the Debentures
and as a consequence of such deferral, Distributions will also be deferred.
Despite such deferral, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Debenture Issuer may further extend such
Extension Period; provided that such Extension Period together with all such
previous and further extensions thereof may not exceed 20 consecutive quarters
or extend beyond the maturity date of the Debentures. Payments of accrued
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

          The Common Securities shall be redeemable as provided in the
Declaration.

                                      A2-3


                                   ----------

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:
____________________________________________________________
____________________________________________________________
_____________________________________________________________(Insert)
assignee's name and social security or tax identification number)

_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________(Insert address
and address and zip code of assignee)

and irrevocably appoints _____________________________________
______________________________________________________________
_______________________________ agent to transfer this Common Security
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.

Date:
      -----------------------------

Signature:
           ------------------------
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

Signature Guarantee*:
                       --------------------------------

- ----------
*    Signature must be guaranteed by an "eligible guarantor institution" that is
     a bank, stockbroker, savings and loan association or credit union meeting
     the requirements of the Registrar, which requirements include membership or
     participation in the Securities Transfer Agents Medallion Program ("STAMP")
     or such other "signature guarantee program" as may be determined by the
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities and Exchange Act of 1934, as amended.

                                      A2-4


                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE


                                       B-1


                                    EXHIBIT C

                             UNDERWRITING AGREEMENT


                                       C-1



                                                                    EXHIBIT 4.14


                    [FORM OF PREFERRED SECURITIES GUARANTEE]


================================================================================

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                            [Allstate Financing III]


                          Dated as of _______ __, ____

================================================================================



                                TABLE OF CONTENTS



                                                                                 Page
                                                                                 ----
                                                                                
                                      ARTICLE I
                            DEFINITIONS AND INTERPRETATION

SECTION 1.1   Definitions and Interpretation........................................1

                                      ARTICLE II
                                 TRUST INDENTURE ACT

SECTION 2.1   Trust Indenture Act; Application......................................5
SECTION 2.2   Lists of Holders of Securities........................................5
SECTION 2.3   Reports by the Preferred Guarantee Trustee............................5
SECTION 2.4   Periodic Reports to Preferred Guarantee Trustee.......................5
SECTION 2.5   Evidence of Compliance with Conditions Precedent......................6
SECTION 2.6   Events of Default; Waiver.............................................6
SECTION 2.7   Event of Default; Notice..............................................6
SECTION 2.8   Conflicting Interests.................................................6

                                     ARTICLE III
               POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1   Powers and Duties of the Preferred Guarantee Trustee..................6
SECTION 3.2   Certain Rights of Preferred Guarantee Trustee.........................8
SECTION 3.3   Not Responsible for Recitals or Issuance of Preferred Securities
              Guarantee............................................................10

                                      ARTICLE IV
                             PREFERRED GUARANTEE TRUSTEE

SECTION 4.1   Preferred Guarantee Trustee; Eligibility.............................10
SECTION 4.2   Appointment, Removal and Resignation of Preferred Guarantee
              Trustee..............................................................11

                                      ARTICLE V
                                      GUARANTEE

SECTION 5.1   Guarantee............................................................12
SECTION 5.2   Waiver of Notice and Demand..........................................12
SECTION 5.3   Obligations Not Affected.............................................12
SECTION 5.4   Rights of Holders....................................................13
SECTION 5.5   Guarantee of Payment.................................................13
SECTION 5.6   Subrogation..........................................................13
SECTION 5.7   Independent Obligations..............................................14


                                        i



                                                                                
                                      ARTICLE VI
                      LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1   Limitation of Transactions...........................................14
SECTION 6.2   Ranking..............................................................14

                                     ARTICLE VII
                                     TERMINATION

SECTION 7.1   Termination..........................................................14

                                     ARTICLE VIII
                                   INDEMNIFICATION

SECTION 8.1   Exculpation..........................................................15
SECTION 8.2   Indemnification......................................................15

                                      ARTICLE IX
                                    MISCELLANEOUS

SECTION 9.1   Successors and Assigns...............................................15
SECTION 9.2   Amendments...........................................................16
SECTION 9.3   Notices..............................................................16
SECTION 9.4   Benefit..............................................................17
SECTION 9.5   Governing Law........................................................17


                                       ii


                    PREFERRED SECURITIES GUARANTEE AGREEMENT

          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 III], a Delaware statutory business trust (the
"Issuer").

          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of _____ __, ____, among the trustees of the Issuer
named therein, the Guarantor, as Depositor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof ___________ preferred securities, having an aggregate
liquidation amount of $__________, designated the ___% ______________ Preferred
Securities (the "Preferred Securities");

          WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Debentures
(as defined in the Declaration) of the Guarantor which will be deposited with
U.S. Bank National Association, as Property Trustee under the Declaration, as
trust assets; and

          WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

          [WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Common Securities Guarantee") in substantially identical terms
to this Preferred Securities Guarantee for the benefit of the holders of the
Common Securities (as defined herein), except that if an Event of Default (as
defined in the Indenture), has occurred and is continuing, the rights of holders
of the Common Securities to receive Guarantee Payments under the Common
Securities Guarantee are subordinated to the rights of Holders of Preferred
Securities to receive Guarantee Payments under this Preferred Securities
Guarantee.]

          NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1    Definitions and Interpretation

          In this Preferred Securities Guarantee, unless the context otherwise
requires:



          (a)  Capitalized terms used in this Preferred Securities Guarantee but
               not defined in the preamble above have the respective meanings
               assigned to them in this Section 1.1;

          (b)  a term defined anywhere in this Preferred Securities Guarantee
               has the same meaning throughout;

          (c)  all references to "the Preferred Securities Guarantee" or "this
               Preferred Securities Guarantee" are to this Preferred Securities
               Guarantee as modified, supplemented or amended from time to time;

          (d)  all references in this Preferred Securities Guarantee to Articles
               and Sections are to Articles and Sections of this Preferred
               Securities Guarantee, unless otherwise specified;

          (e)  a term defined in the Trust Indenture Act has the same meaning
               when used in this Preferred Securities Guarantee, unless
               otherwise defined in this Preferred Securities Guarantee or
               unless the context otherwise requires; and

          (f)  a reference to the singular includes the plural and vice versa.

          "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder. [An
Affiliate of the Guarantor shall not be deemed to include the Issuer.]

          "Business Day" means any day other than a Saturday or Sunday or any
day on which banking institutions in the City of New York, New York or Boston,
Massachusetts are authorized or required by any applicable law to close.

          "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

          "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at One Federal Street, Third
Floor, Boston, Massachusetts 02110.

          "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

          "Debentures" means the series of subordinated debt securities of the
Guarantor designated the ___% Subordinated Deferrable Interest Debentures due
__________ ___, ____ held by the Property Trustee (as defined in the
Declaration) of the Issuer.

          "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee[,
provided, however, that, except with respect to a default in payment of any
Guarantee Payments, the Guarantor shall have received

                                        2


notice of default and shall not have cured such default within 60 days after
receipt of such notice].

          "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration) that are required to be paid on such Preferred Securities to
the extent the Issuer shall have funds available therefor, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
(the "Redemption Price") to the extent the Issuer has funds available therefor,
with respect to any Preferred Securities called for redemption by the Issuer,
and (iii) upon a voluntary or involuntary dissolution, winding-up or termination
of the Issuer (other than in connection with the distribution of Debentures to
the Holders in exchange for Preferred Securities as provided in the
Declaration), the lesser of (a) the aggregate of the liquidation amount of
$_________ per Preferred Security and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Issuer shall
have funds available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer (in
either case, the "Liquidation Distribution"). If an event of default under the
Indenture has occurred and is continuing, the rights of holders of the Common
Securities to receive payments under the Common Securities Guarantee Agreement
are subordinated to the rights of Holders of Preferred Securities to receive
Guarantee Payments.

          "Holder" shall mean any holder, as registered on the books and records
of the Issuer of any Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor[, the Preferred Guarantee Trustee] or any
Affiliate of the Guarantor [or the Preferred Guarantee Trustee].

          "Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.

          "Indenture" means the Indenture, dated as of _________ ___, ____,
between the Guarantor (the "Debenture Issuer") and U.S. Bank National
Association, as trustee, and any indenture supplemental thereto pursuant to
which certain subordinated debt securities of the Debenture Issuer are to be
issued to the Property Trustee of the Issuer.

          "Majority in liquidation amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by Holder(s) of Preferred
Securities, voting separately as a class, of more than 50% of the liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all Preferred Securities.

                                        3


          "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Preferred Securities Guarantee shall include:

          (a)  a statement that each officer signing the Officers' Certificate
               has read the covenant or condition and the definition relating
               thereto;

          (b)  a brief statement of the nature and scope of the examination or
               investigation undertaken by each officer in rendering the
               Officers' Certificate;

          (c)  a statement that each such officer has made such examination or
               investigation as, in such officer's opinion, is necessary to
               enable such officer to express an informed opinion as to whether
               or not such covenant or condition has been complied with; and

          (d)  a statement as to whether, in the opinion of each such officer,
               such condition or covenant has been complied with.

          "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

          "Preferred Guarantee Trustee" means U.S. Bank National Association, a
Massachusetts trust company, until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment pursuant to the terms of this
Preferred Securities Guarantee and thereafter means each such Successor
Preferred Guarantee Trustee.

          "Responsible Officer" means, with respect to the Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Preferred
Guarantee Trustee, including any vice president, any assistant vice president,
any assistant secretary, the treasurer, any assistant treasurer or other officer
of the Corporate Trust Office of the Preferred Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

          "Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

          "Trust Securities" means the Common Securities and the Preferred
Securities.

                                        4


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act; Application

          (a)  This Preferred Securities Guarantee is subject to the provisions
of the Trust Indenture Act that are required to be part of this Preferred
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions; and

          (b)  if and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

SECTION 2.2    Lists of Holders of Securities

          (a)  The Guarantor shall provide the Preferred Guarantee Trustee with
a list, in such form as the Preferred Guarantee Trustee may reasonably require,
of the names and addresses of the Holders of the Preferred Securities ("List of
Holders") as of such date, (i) within 1 Business Day after January 1 and June 30
of each year, and (ii) at any other time within 30 days of receipt by the
Guarantor of a written request for a List of Holders as of a date no more than
14 days before such List of Holders is given to the Preferred Guarantee Trustee;
provided, that the Guarantor shall not be obligated to provide such List of
Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Preferred Guarantee Trustee by the Guarantor. The
Preferred Guarantee Trustee may destroy any List of Holders previously given to
it on receipt of a new List of Holders.

          (b)  The Preferred Guarantee Trustee shall comply with its obligations
under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3    Reports by the Preferred Guarantee Trustee

          Within 60 days after May 15 of each year, the Preferred Guarantee
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Preferred
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.

SECTION 2.4    Periodic Reports to Preferred Guarantee Trustee

          The Guarantor shall provide to the Preferred Guarantee Trustee[, the
Securities and Exchange Commission and the Holders] such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

                                        5


SECTION 2.5    Evidence of Compliance with Conditions Precedent

          The Guarantor shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this Preferred Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

SECTION 2.6    Events of Default; Waiver

          The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

SECTION 2.7    Event of Default; Notice

          (a)  The Preferred Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Preferred Securities, notices of all Events of
Default actually known to a Responsible Officer of the Preferred Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, [except in the case of a default in the payment of a Guarantee
Payment,] the Preferred Guarantee Trustee shall be protected in withholding such
notice if and so long as [the Board of Directors, the executive committee or a
trust committee of directors and/or] a Responsible Officer of the Preferred
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders of the Preferred Securities.

          (b)  The Preferred Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the Preferred Guarantee Trustee shall
have received written notice, or of which a Responsible Officer of the Preferred
Guarantee Trustee charged with the administration of the Declaration shall have
obtained actual knowledge.

SECTION 2.8    Conflicting Interests

          The Declaration shall be deemed to be specifically described in this
Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1    Powers and Duties of the Preferred Guarantee Trustee

          (a)  This Preferred Securities Guarantee shall be held by the
Preferred Guarantee Trustee for the benefit of the Holders of the Preferred
Securities, and the Preferred Guarantee Trustee shall not transfer this
Preferred Securities Guarantee to any Person except a

                                        6


Holder of Preferred Securities exercising his or her rights pursuant to
Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by
such Successor Preferred Guarantee Trustee of its appointment to act as
Successor Preferred Guarantee Trustee. The right, title and interest of the
Preferred Guarantee Trustee shall automatically vest in any Successor Preferred
Guarantee Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Preferred Guarantee Trustee.

          (b)  If an Event of Default actually known to a Responsible Officer of
the Preferred Guarantee Trustee has occurred and is continuing, the Preferred
Guarantee Trustee shall enforce this Preferred Securities Guarantee for the
benefit of the Holders of the Preferred Securities.

          (c)  The Preferred Guarantee Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Preferred Securities Guarantee, and no implied covenants shall be
read into this Preferred Securities Guarantee against the Preferred Guarantee
Trustee. In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6) and is actually known to a Responsible Officer
of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Preferred Securities
Guarantee, and use the same degree of care and skill in its exercise thereof, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

          (d)  No provision of this Preferred Securities Guarantee shall be
construed to relieve the Preferred Guarantee Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (i)     prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

                  (A)  the duties and obligations of the Preferred Guarantee
          Trustee shall be determined solely by the express provisions of this
          Preferred Securities Guarantee, and the Preferred Guarantee Trustee
          shall not be liable except for the performance of such duties and
          obligations as are specifically set forth in this Preferred Securities
          Guarantee, and no implied covenants or obligations shall be read into
          this Preferred Securities Guarantee against the Preferred Guarantee
          Trustee; and

                  (B)  in the absence of bad faith on the part of the Preferred
          Guarantee Trustee, the Preferred Guarantee Trustee may conclusively
          rely, as to the truth of the statements and the correctness of the
          opinions expressed therein, upon any certificates or opinions
          furnished to the Preferred Guarantee Trustee and conforming to the
          requirements of this Preferred Securities Guarantee; but in the case
          of any such certificates or opinions that by any provision hereof are
          specifically required to be furnished to the Preferred Guarantee
          Trustee, the

                                        7


          Preferred Guarantee Trustee shall be under a duty to examine the same
          to determine whether or not they conform to the requirements hereof or
          thereof;

          (ii)    the Preferred Guarantee Trustee shall not be liable for any
     error of judgment made in good faith by a Responsible Officer of the
     Preferred Guarantee Trustee, unless it shall be proved that the Preferred
     Guarantee Trustee was negligent in ascertaining the pertinent facts upon
     which such judgment was made;

          (iii)   the Preferred Guarantee Trustee shall not be liable with
     respect to any action taken or omitted to be taken by it in good faith in
     accordance with the direction of the Holders of not less than a Majority in
     liquidation amount of the Preferred Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Preferred Guarantee Trustee, or exercising any trust or power conferred
     upon the Preferred Guarantee Trustee under this Preferred Securities
     Guarantee; and

          (iv)    no provision of this Preferred Securities Guarantee shall
     require the Preferred Guarantee Trustee to expend or risk its own funds or
     otherwise incur personal financial liability in the performance of any of
     its duties or in the exercise of any of its rights or powers, if the
     Preferred Guarantee Trustee shall have reasonable grounds for believing
     that the repayment of such funds or liability is not reasonably assured to
     it under the terms of this Preferred Securities Guarantee or indemnity,
     reasonably satisfactory to the Preferred Guarantee Trustee, against such
     risk or liability is not reasonably assured to it.

SECTION 3.2    Certain Rights of Preferred Guarantee Trustee

          (a)     Subject to the provisions of Section 3.1:

          (i)     The Preferred Guarantee Trustee may conclusively rely, and
     shall be fully protected in acting or refraining from acting upon, any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, direction, consent, order, bond, debenture, note, other evidence
     of indebtedness or other paper or document believed by it to be genuine and
     to have been signed, sent or presented by the proper party or parties.

          (ii)    Any direction or act of the Guarantor contemplated by this
     Preferred Securities Guarantee shall be sufficiently evidenced by an
     Officers' Certificate.

          (iii)   Whenever, in the administration of this Preferred Securities
     Guarantee, the Preferred Guarantee Trustee shall deem it desirable that a
     matter be proved or established before taking, suffering or omitting any
     action hereunder, the Preferred Guarantee Trustee (unless other evidence is
     herein specifically prescribed) may, in the absence of bad faith on its
     part, request and conclusively rely upon an Officers' Certificate which,
     upon receipt of such request, shall be promptly delivered by the Guarantor.

          (iv)    The Preferred Guarantee Trustee shall have no duty to see to
     any recording, filing or registration of any instrument (or any
     rerecording, refiling or registration thereof).

                                        8


          (v)     The Preferred Guarantee Trustee may consult with counsel of
     its selection, and the advice or opinion of such counsel with respect to
     legal matters shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in accordance with such advice or opinion. Such counsel may be
     counsel to the Guarantor or any of its Affiliates and may include any of
     its employees. The Preferred Guarantee Trustee shall have the right at any
     time to seek instructions concerning the administration of this Preferred
     Securities Guarantee from any court of competent jurisdiction.

          (vi)    The Preferred Guarantee Trustee shall be under no obligation
     to exercise any of the rights or powers vested in it by this Preferred
     Securities Guarantee at the request or direction of any Holder, unless such
     Holder shall have provided to the Preferred Guarantee Trustee such security
     and indemnity, reasonably satisfactory to the Preferred Guarantee Trustee,
     against the costs, expenses (including attorneys' fees and expenses and the
     expenses of the Preferred Guarantee Trustee's agents, nominees or
     custodians) and liabilities that might be incurred by it in complying with
     such request or direction, including such reasonable advances as may be
     requested by the Preferred Guarantee Trustee; provided that, nothing
     contained in this Section 3.2(a)(vi) shall be taken to relieve the
     Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of
     its obligation to exercise the rights and powers vested in it by this
     Preferred Securities Guarantee.

          (vii)   The Preferred Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Preferred Guarantee
     Trustee, in its discretion, may make such further inquiry or investigation
     into such facts or matters as it may see fit.

          (viii)  The Preferred Guarantee Trustee may execute any of the trusts
     or powers hereunder or perform any duties hereunder either directly or by
     or through agents, nominees, custodians or attorneys, and the Preferred
     Guarantee Trustee shall not be responsible for any misconduct or negligence
     on the part of any agent or attorney appointed with due care by it
     hereunder.

          (ix)    Any action taken by the Preferred Guarantee Trustee or its
     agents hereunder shall bind the Holders of the Preferred Securities, and
     the signature of the Preferred Guarantee Trustee or its agents alone shall
     be sufficient and effective to perform any such action. No third party
     shall be required to inquire as to the authority of the Preferred Guarantee
     Trustee to so act or as to its compliance with any of the terms and
     provisions of this Preferred Securities Guarantee, both of which shall be
     conclusively evidenced by the Preferred Guarantee Trustee's or its agent's
     taking such action.

          (x)     Whenever in the administration of this Preferred Securities
     Guarantee the Preferred Guarantee Trustee shall deem it desirable to
     receive instructions with respect to enforcing any remedy or right or
     taking any other action hereunder, the Preferred Guarantee Trustee (i) may
     request instructions from the Holders of a Majority in

                                        9


     liquidation amount of the Preferred Securities, (ii) may refrain from
     enforcing such remedy or right or taking such other action until such
     instructions are received, and (iii) shall be protected in conclusively
     relying on or acting in accordance with such instructions.

          (xi)    The Preferred Guarantee Trustee shall not be liable for any
     action taken, suffered or omitted to be taken by it in good faith and
     reasonably believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Preferred Securities Guarantee.

          (b)     No provision of this Preferred Securities Guarantee shall be
deemed to impose any duty or obligation on the Preferred Guarantee Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or
in which the Preferred Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Preferred Guarantee Trustee shall be construed to be a duty.

SECTION 3.3    Not Responsible for Recitals or Issuance of Preferred Securities
Guarantee

          The recitals contained in this Preferred Securities Guarantee shall be
taken as the statements of the Guarantor, and the Preferred Guarantee Trustee
does not assume any responsibility for their correctness. The Preferred
Guarantee Trustee makes no representation as to the validity or sufficiency of
this Preferred Securities Guarantee.

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1    Preferred Guarantee Trustee; Eligibility

          (a)  There shall at all times be a Preferred Guarantee Trustee which
shall:

          (i)  not be an Affiliate of the Guarantor; and

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Securities and Exchange Commission to act as an institutional trustee under
     the Trust Indenture Act, authorized under such laws to exercise corporate
     trust powers, having a combined capital and surplus of at least 50 million
     U.S. dollars ($50,000,000), and subject to supervision or examination by
     Federal, State, Territorial or District of Columbia authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the supervising or examining authority
     referred to above, then, for the purposes of this Section 4.1(a)(ii), the
     combined capital and surplus of such corporation shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

                                       10


          (b)  If at any time the Preferred Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).

          (c)  If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

SECTION 4.2    Appointment, Removal and Resignation of Preferred Guarantee
Trustee

          (a)  Subject to Section 4.2(b), the Preferred Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor except during an
Event of Default.

          (b)  The Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

          (c)  The Preferred Guarantee Trustee appointed to office shall hold
office until a Successor Preferred Guarantee Trustee shall have been appointed
or until its removal or resignation. The Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Preferred Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Preferred Guarantee Trustee and
delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

          (d)  If no Successor Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within 60
days after delivery of an instrument of removal or resignation, the Preferred
Guarantee Trustee resigning or being removed may petition any court of competent
jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Preferred Guarantee Trustee.

          (e)  No Preferred Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Preferred Guarantee Trustee.

          (f)  Upon termination of this Preferred Securities Guarantee or
removal or resignation of the Preferred Guarantee Trustee pursuant to this
Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all
amounts accrued to the date of such termination, removal or resignation.

                                       11


                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1    Guarantee

          The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.

SECTION 5.2    Waiver of Notice and Demand

          The Guarantor hereby waives notice of acceptance of this Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Preferred Guarantee Trustee, the Issuer or any other Person before
proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

SECTION 5.3    Obligations Not Affected

          The obligations, covenants, agreements and duties of the Guarantor
under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

          (a)  the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

          (b)  the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Preferred Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for
payment of Distributions, Redemption Price, Liquidation Distribution or other
sum payable that results from the extension of any interest payment period on
the Debentures or any extension of the maturity date of the Debentures permitted
by the Indenture);

          (c)  any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

          (d)  the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer or any of the assets of
the Issuer;

                                       12


          (e)  any invalidity of, or defect or deficiency in, the Preferred
Securities;

          (f)  the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

          (g)  any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

          There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4    Rights of Holders

          (a)  The Holders of a Majority in liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting of
any proceeding for any remedy available to the Preferred Guarantee Trustee in
respect of this Preferred Securities Guarantee or exercising any trust or power
conferred upon the Preferred Guarantee Trustee under this Preferred Securities
Guarantee.

          (b)  If the Preferred Guarantee Trustee fails to enforce such
Preferred Securities Guarantee, any Holder of Preferred Securities may institute
a legal proceeding directly against the Guarantor to enforce the Preferred
Guarantee Trustee's rights under this Preferred Securities Guarantee, without
first instituting a legal proceeding against the Issuer, the Preferred Guarantee
Trustee or any other person or entity. The Guarantor waives any right or remedy
to require that any action be brought first against the Issuer or any other
person or entity before proceeding directly against the Guarantor.

SECTION 5.5    Guarantee of Payment

          This Preferred Securities Guarantee creates a guarantee of payment and
not of collection.

SECTION 5.6    Subrogation

          The Guarantor shall be subrogated to all (if any) rights of the
Holders of Preferred Securities against the Issuer in respect of any amounts
paid to such Holders by the Guarantor under this Preferred Securities Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any right
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Preferred
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Preferred Securities Guarantee. If any amount shall be
paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.

                                       13


SECTION 5.7    Independent Obligations

          The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1    Limitation of Transactions

          So long as any Preferred Securities remain outstanding, if there shall
have occurred an Event of Default or an event of default under the Declaration,
then (a) the Guarantor shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i)
dividends or distributions in common stock of the Guarantor, (ii) redemptions or
repurchases of any rights, or the declaration of a dividend of any rights, or
the issuance of any security under any existing and future rights plan of the
Guarantor, (iii) purchases or acquisitions of shares of Common Stock in
connection with the satisfaction by the Guarantor of its obligations under any
employee benefit plans, (iv) as a result of a reclassification of the
Guarantor's capital stock or the exchange or conversion of one class or series
of the Guarantor's capital stock for another class or series of the Guarantor's
capital stock or (v) the purchase of fractional interests in shares of the
Guarantor's capital stock pursuant to the conversion or exchange provisions of
such capital stock of the Guarantor or the security being converted or
exchanged) or make any guarantee payments with respect to the foregoing and (b)
the Guarantor shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities (including
guarantees) issued by the Guarantor which rank pari passu with or junior to the
Debentures.

SECTION 6.2    Ranking

          This Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to all other liabilities of the Guarantor, (ii) pari passu with the most
senior preferred or preference stock now or hereafter issued by the Guarantor
and with any guarantee now or hereafter entered into by the Guarantor in respect
of any preferred or preference stock of any Affiliate of the Guarantor, and
(iii) senior to the Guarantor's Common Stock.

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1    Termination

          This Preferred Securities Guarantee shall terminate upon (i) full
payment of the Redemption Price of all Preferred Securities, (ii) upon the
distribution of the Debentures to the Holders of all of the Preferred Securities
or (iii) upon full payment of the amounts payable in

                                       14


accordance with the Declaration upon liquidation of the Issuer. Notwithstanding
the foregoing, this Preferred Securities Guarantee will continue to be effective
or will be reinstated, as the case may be, if at any time any Holder of
Preferred Securities must restore payment of any sums paid under the Preferred
Securities or under this Preferred Securities Guarantee.

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1    Exculpation

          (a)  No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Preferred
Securities Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Preferred Securities Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

          (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Preferred Securities might properly be paid.

SECTION 8.2    Indemnification

          The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any and all loss, liability,
damage, claim or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Preferred Securities Guarantee.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1    Successors and Assigns

          All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding. [Except in connection with a
consolidation, merger or sale involving the Guarantor that is permitted under

                                       15


Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Guarantor's obligations hereunder, the Guarantor shall
not assign its obligations hereunder.]

SECTION 9.2    Amendments

          Except with respect to any changes that do not adversely affect the
rights of Holders in any material respect (in which case no consent of Holders
will be required), this Preferred Securities Guarantee may only be amended with
the prior approval of the Holders of at least a Majority in liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all the outstanding Preferred Securities.
The provisions of Section [12.2] of the Declaration with respect to meetings of
Holders of the Securities apply to the giving of such approval.

SECTION 9.3    Notices

          All notices provided for in this Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

          (a)  If given to the Preferred Guarantee Trustee, at the Preferred
Guarantee Trustee's mailing address set forth below (or such other address as
the Preferred Guarantee Trustee may give notice of to the Holders of the
Preferred Securities):

                    U.S. Bank National Association
                    One Federal Street
                    Third Floor
                    Boston, Massachusetts 02110
                    Attention: Corporate Trust Administration
                    Telecopy: _______________

          (b)  If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders of the Preferred Securities):

                    The Allstate Corporation
                    2775 Sanders Road
                    Northbrook, Illinois 60062
                    Attention: _______________
                    Telecopy:  _______________

          (c)  If given to any Holder of Preferred Securities, at the address
set forth on the books and records of the Issuer.

          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address

                                       16


of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

SECTION 9.4    Benefit

          This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a), is not
separately transferable from the Preferred Securities.

SECTION 9.5    Governing Law

          THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                                       17


          THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year
first above written.

                                         THE ALLSTATE CORPORATION, as
                                         Guarantor


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                         U.S. Bank National Association, as
                                         Preferred Guarantee Trustee


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                       18



                                                                     Exhibit 5.1

              [LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. LETTERHEAD]

August 26, 2003

The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062

     Re:  Registration of Securities
          ----------------------------------------------------------

Ladies and Gentlemen:

          We have acted as counsel for The Allstate Corporation, a Delaware
corporation (the "Company"), and Allstate Financing III, Allstate Financing IV,
Allstate Financing V and Allstate Financing VI, each a statutory trust formed
under the laws of Delaware (each a "Trust" and, collectively, the "Trusts"), in
connection with the preparation and filing with the United States Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the following securities of the Company:
(i) unsecured senior debt securities (the "Senior Debt Securities"); (ii)
unsecured subordinated debt securities (the "Subordinated Debt Securities" and,
together with the Senior Debt Securities, the "Debt Securities"); (iii) shares
of common stock, par value $0.01 per share (the "Common Stock"); (iv) shares of
preferred stock, par value of $1.00 per share (the "Preferred Stock"); (v)
depositary shares (the "Depositary Shares") in the form of fractional interests
in Debt Securities or fractional shares of the Common Stock or Preferred Stock
in each case evidenced by depositary receipts (the "Receipts"); (vi) warrants
for the purchase of Debt Securities, Preferred Stock or Common Stock or units of
two or more of these types of securities (the "Warrants"); (vii) contracts for
the purchase and sale of Common Stock, Preferred Stock or other property (the
"Stock Purchase Contracts"); (viii) stock purchase units, consisting of a Stock
Purchase Contract and any combination of Debt Securities, Common Stock,
Preferred Stock, other Stock Purchase Contracts, Preferred Securities,
Depositary Shares or preferred securities or debt obligations of third parties,
including United States Treasury Securities (the "Stock Purchase Units"); and,
(ix) guarantees (the "Guarantees") of Preferred Securities, as described below.
The Registration Statement also relates to the preferred securities of each of
the Trusts (the "Preferred Securities" and, together with the Debt Securities,
the Common Stock, the Preferred Stock, the Depositary Shares, the Receipts, the
Warrants, the Stock Purchase Contracts, the Stock Purchase Units and the
Guarantees, the "Offered Securities"). The Offered Securities will be issued
from time to time pursuant to the provisions of Rule 415 under the Securities
Act.

          The Debt Securities may be issued in one or more series pursuant to
the Senior Indenture, dated as of December 16, 1997, as amended by a third
supplemental indenture dated as of July 23, 1999 and as amended by a sixth
supplemental indenture dated as of June 12, 2000 (as amended or supplemented,
the "Senior Indenture") or the Subordinated Indenture, dated as of November 25,
1996, as amended by a third supplemental indenture dated as of July 23, 1999 and
as amended by a fourth supplemental indenture dated as of June 12, 2000 (as
amended or



The Allstate Corporation
August 26, 2003
Page 2

supplemented, the "Subordinated Indenture" and, together with the Senior
Indenture, the "Indentures"), each of which is between the Company and U.S. Bank
National Association (as successor in interest to State Street Bank and Trust
Company), as trustee, and each of which is incorporated by reference in the
Registration Statement. The Preferred Securities may be issued by each Trust
pursuant to an Amended and Restated Declaration of Trust, forms of which are
incorporated by reference in the Registration Statement. The Depositary Shares
evidenced by Receipts may be issued pursuant to a Deposit Agreement (the
"Deposit Agreement") between the Company and a depositary, which will be filed
as an exhibit to the Registration Statement when such Depositary Stares are
issued. The Warrants may be issued pursuant to Warrant Agreements to be entered
into by the Company and a bank or trust company as Warrant Agent (each a
"Warrant Agreement"), a form of which relating to Debt Warrants is incorporated
by reference in the Registration Statement and a form of which relating to other
Warrants will be filed as an exhibit to the Registration Statement when such
Warrants are issued. The Guarantees may be issued pursuant to a Preferred
Securities Guarantee Agreement (each a "Guarantee Agreement") to be entered into
between the Company and U.S. Bank National Association, as trustee, the form of
which is included as an exhibit to the Registration Statement. The Stock
Purchase Contracts and the Stock Purchase Units may be issued pursuant to a
Stock Purchase Contract Agreement to be entered into between the Company and a
bank or trust company as Purchase Contract Agent and a Pledge Agreement to be
entered into between the Company, a Purchase Contract Agent and a bank or trust
company as Collateral Agent, Custodial Agent and Securities Intermediary, each
of which will be filed as an exhibit to the Registration Statement when such
Stock Purchase Contracts or Stock Purchase Units are issued.

          We have examined such corporate records, certificates and other
documents as we have considered necessary for the purposes hereof. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinions, we
have, when relevant facts were not independently established, relied upon the
aforesaid records, certificates and documents.

          Based upon the foregoing, and subject to the limitations,
qualifications and assumptions contained herein, we are of the opinion that:

     1.   The execution and delivery of the Indentures have been duly authorized
          by the Company. Assuming that any Debt Securities and any supplemental
          indenture to be entered into in connection with the issuance of such
          Debt Securities and the terms of the offering thereof and related
          matters have been duly authorized, when (i) the Registration Statement
          has become effective under the Securities Act, (ii) a supplemental
          indenture in respect of such Debt Securities has been duly executed
          and delivered, (iii) the terms of such Debt Securities have been duly
          established in accordance with the applicable Indenture and the
          applicable supplemental indenture relating to such Debt Securities so
          as not to violate any applicable law or result in a default under or
          breach of any agreement or instrument binding upon



The Allstate Corporation
August 26, 2003
Page 3

          the Company and so as to comply with any requirement or restriction
          imposed by any court or governmental or regulatory body having
          jurisdiction over the Company and (iv) such Debt Securities have been
          duly executed and authenticated in accordance with the applicable
          Indenture and the applicable supplemental indenture relating to such
          Debt Securities and duly issued, paid for and delivered as
          contemplated in the Registration Statement and any prospectus
          supplement relating thereto, and in accordance with any underwriting
          agreement and the terms of any other Offered Securities pursuant to
          which Debt Securities may be issued, such Debt Securities (including
          any Debt Securities that may be issued upon exercise, conversion,
          exchange or otherwise pursuant to the terms of any other Offered
          Securities) will constitute valid and binding obligations of the
          Company, enforceable in accordance with their terms, subject to
          applicable bankruptcy, insolvency, reorganization, moratorium,
          fraudulent transfer or other similar laws affecting the enforcement of
          creditors' rights generally and to general principles of equity
          (regardless of whether such principles are considered in a proceeding
          in equity or at law).

     2.   Assuming that the shares of Common Stock and the terms of the offering
          thereof and related matters have been duly authorized, when (i) the
          Registration Statement has become effective under the Securities Act
          and (ii) certificates for the shares of Common Stock have been duly
          executed, authenticated, issued, paid for and delivered as
          contemplated in the Registration Statement and any prospectus
          supplement relating thereto, and in accordance with any underwriting
          agreement and the terms of any other Offered Securities pursuant to
          which shares of Common Stock may be issued, such shares of Common
          Stock (including any shares of Common Stock that may be issued upon
          exercise, conversion, exchange or otherwise pursuant to the terms of
          any other Offered Securities) will be validly issued, fully paid and
          non-assessable.

     3.   Assuming that shares of Preferred Stock and the terms of the offering
          thereof and related matters have been duly authorized, when (i) the
          Registration Statement has become effective under the Securities Act,
          (ii) the terms of a class or series of Preferred Stock have been duly
          and properly authorized for issuance and Certificate of Designations
          to the Restated Certificate of Incorporation of the Company
          classifying the shares of Preferred Stock and setting forth the terms
          thereof have been filed with the Delaware Secretary of State and
          accepted for record and (iii) certificates for the shares of Preferred
          Stock have been duly executed, authenticated, issued, paid for and
          delivered as contemplated in the Registration Statement and any
          prospectus supplement relating thereto, and in accordance with any
          underwriting agreement and the terms of any other Offered Securities
          pursuant to which shares of Preferred Stock may be issued, such shares
          of Preferred Stock (including any shares of Preferred Stock that may
          be issued upon exercise, conversion, exchange or otherwise pursuant to
          the terms of any other Offered Securities) will be validly issued,
          fully paid and nonassessable.



The Allstate Corporation
August 26, 2003
Page 4

     4.   Assuming that Receipts and Depositary Shares and the terms of the
          offering thereof and related matters have been duly authorized, when
          (i) the Registration Statement has become effective under the
          Securities Act, (ii) the respective Deposit Agreement has been duly
          authorized, executed and delivered, (iii) the terms of such Depositary
          Shares and of their issuance and sale have been duly established in
          conformity with such Deposit Agreement relating to such Depositary
          Shares and are such as not to violate any applicable law or result in
          a default under or breach of any agreement or instrument binding upon
          the Company and as to comply with any requirement or restriction
          imposed by any court or governmental or regulatory body having
          jurisdiction over the Company, (iv)(a) the Debt Securities relating to
          such Depositary Shares have been duly and properly authorized for
          issuance as contemplated in paragraph 1 above or (b) the shares Common
          Stock or of Preferred Stock relating to such Depositary Shares have
          been duly and properly authorized for issuance and are fully paid and
          non-assessable as contemplated in paragraph 2 or 3 above, as the case
          may be, (v) such Common Stock or Preferred Stock or the Debt
          Securities have been duly issued and paid for in the manner
          contemplated in the Registration Statement and any prospectus
          supplement relating thereto and in accordance with any underwriting
          agreement and the terms of any Offered Securities pursuant to which
          the Debt Securities or shares of Common Stock or Preferred Stock, as
          the case may be, may be issued and (vi) the Receipts evidencing such
          Depositary Shares are duly issued against the deposit of such Common
          Stock or Preferred Stock or the Debt Securities as contemplated in the
          Registration Statement and any prospectus supplement relating thereto,
          and in accordance with the Deposit Agreement, any underwriting
          agreement and the terms of any Offered Securities relating to such
          issuance, such Receipts evidencing the Depositary Shares (including
          any Depositary Shares that may be issued upon exercise, conversion,
          exchange or otherwise pursuant to the terms of any other Offered
          Securities) will be validly issued and will entitle the holders
          thereof to the rights specified therein and in the Deposit Agreement.

     5.   Assuming that the issuance and terms of the Warrants and the terms of
          the offering thereof and related matters have been duly authorized,
          when (i) the Registration Statement has become effective under the
          Securities Act, (ii) the Warrant Agreement or Agreements relating to
          the Warrants have been duly authorized and validly executed and
          delivered by the Company and the Warrant Agent appointed by the
          Company and (iii) the Warrants or certificates representing the
          Warrants have been duly executed, authenticated, issued paid for and
          delivered as contemplated in the Registration Statement and any
          prospectus supplement relating thereto, and in accordance with any
          underwriting agreement, such Warrants will constitute valid and
          binding obligations of the Company, enforceable in accordance with
          their terms, subject to applicable bankruptcy, insolvency,
          reorganization, moratorium, fraudulent transfer or other similar laws
          affecting the enforcement of creditors' rights generally and to
          general principles of



The Allstate Corporation
August 26, 2003
Page 5

          equity (regardless of whether such principles are considered in a
          proceeding in equity or at law).

     6.   Assuming that Stock Purchase Contracts and the terms of the offering
          thereof and related matters have been duly authorized (including
          authorization of the issuance of the Common Stock to be issued
          pursuant to the Stock Purchase Contracts) and its terms are such as
          not to violate any applicable law or result in a default under or
          breach of any agreement or instrument binding upon the Company and as
          to comply with any requirement or restriction imposed by any court or
          governmental or regulatory body having jurisdiction over the Company,
          when (i) the Registration Statement has become effective under the
          Securities Act and (ii) the Stock Purchase Contracts have been duly
          executed, authenticated, issued, paid for and delivered as
          contemplated in the Registration Statement and any prospectus
          supplement relating thereto, and in accordance with any underwriting
          agreement related to such issuance, such Stock Purchase Contracts will
          constitute valid and binding obligations of the Company enforceable in
          accordance with their terms, subject to applicable bankruptcy,
          insolvency, reorganization, moratorium, fraudulent transfer or other
          similar laws affecting the enforcement of creditors' rights generally
          and to general principles of equity (regardless of whether such
          principles are considered in a proceeding in equity or at law).

     7.   Assuming that Stock Purchase Units and the terms of the offering
          thereof and related matters have been duly authorized, and its terms
          are such as not to violate any applicable law or result in a default
          under or breach of any agreement or instrument binding upon the
          Company and as to comply with any requirement or restriction imposed
          by any court or governmental or regulatory body having jurisdiction
          over the Company, when (i) the Registration Statement has become
          effective under the Securities Act, (ii) the other Offered Securities
          that are a component of such Stock Purchase Units have been duly and
          properly authorized for issuance and, in the case of Common Stock and
          Preferred Stock, are fully paid and non-assessable, (iii) in the case
          of Stock Purchase Units consisting at least in part of debt
          obligations of third parties, such debt obligations at all relevant
          times constitute the valid and binding obligations of the issuers
          thereof enforceable against the issuers thereof in accordance with
          their terms, (iv) the Stock Purchase Units have been duly executed,
          authenticated, and if required, issued, paid for and delivered as
          contemplated in the Registration Statement and any prospectus
          supplement relating thereto, and in accordance with any underwriting
          agreement related to such issuance, such Stock Purchase Units will
          constitute valid and binding obligations of the Company enforceable in
          accordance with their terms, subject to applicable bankruptcy,
          insolvency, reorganization, moratorium, fraudulent transfer or other
          similar laws affecting the enforcement of creditors' rights generally
          and to general principles of equity (regardless of whether such
          principles are considered in a proceeding in equity or at law).



The Allstate Corporation
August 26, 2003
Page 6

     8.   Assuming that Guarantees and the terms of the offering thereof have
          been duly authorized, when (i) the Registration Statement has become
          effective under the Securities Act, (ii) the applicable Guarantee
          Agreement has been duly executed and delivered and its terms are such
          as not to violate any applicable law or result in a default under or
          breach of any agreement or instrument binding upon the Company and as
          to comply with any requirement or restriction imposed by any court or
          governmental or regulatory body having jurisdiction over the Company
          and (iii) Preferred Securities have been duly issued and delivered by
          the applicable Trust as contemplated in the Registration Statement and
          any prospectus supplement relating thereto and in accordance with any
          underwriting agreement and paid for, such Guarantees will constitute
          valid and binding obligations of the Company enforceable in accordance
          with their terms, subject to applicable bankruptcy, insolvency,
          reorganization, moratorium, fraudulent transfer or other similar laws
          affecting the enforcement of creditors' rights generally and to
          general principles of equity (regardless of whether such principles
          are considered in a proceeding in equity or at law).

          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 of America.

          We express no opinion as to the application of the securities or blue
sky laws of the several states to the sale of the Offered Securities. Without
limiting the generality of the foregoing, except as set forth herein, we express
no opinion in connection with the matters contemplated in the Registration
Statement, and no opinion may be implied or inferred, except as expressly set
forth herein.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus forming a part of the Registration Statement and in
any amendments or supplements to the Registration Statement and Prospectus. In
giving such consent, we do not thereby concede that we are within the category
of persons whose consent is required under Section 7 of the Securities Act, or
the rules and regulations of the Commission thereunder.


                                     Very truly yours,

                                     /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.



                                                                  Exhibit 5.2

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]


                                 August 26, 2003




The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois  60062
Allstate Financing III
Allstate Financing IV
Allstate Financing V
Allstate Financing VI

                  Re:      Allstate Financing III
                           Allstate Financing IV
                           Allstate Financing V &
                           Allstate Financing VI
                           ---------------------

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Allstate Financing III
("Trust III"), Allstate Financing IV ("Trust IV"), Allstate Financing V ("Trust
V") and Allstate Financing VI ("Trust VI"), each a Delaware statutory trust, in
connection with the matters set forth herein (Trust III, Trust IV, Trust V and
Trust VI are hereinafter collectively referred to as the "Trusts" and sometimes
hereinafter individually referred to as a "Trust"). At your request, this
opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a)  The Certificate of Trust of Trust III (the "Trust III Certificate of
          Trust"), as filed in the office of the Secretary of State of the State
          of Delaware (the "Secretary of State") on August 21, 1996;

     (b)  The Certificate of Trust of Trust IV (the "Trust IV Certificate of
          Trust"), as filed in the office of the Secretary of State on August,
          21, 1996;

     (c)  The Certificate of Trust of Trust V (the "Trust V Certificate of
          Trust"), as filed in the office of the Secretary of State on August
          14, 1998;

     (d)  The Certificate of Trust of Trust VI (the "Trust VI Certificate of
          Trust" and together with the Trust III Certificate of Trust, Trust IV
          Certificate of




The Allstate Corporation
August 26, 2003
Page 2



          Trust and Trust V Certificate of Trust, the "Certificates of Trust"),
          as filed in the office of the Secretary of State on August, 14, 1998;

     (e)  The Declaration of Trust of Trust III, dated as of August 16, 1996,
          among The Allstate Corporation, a Delaware corporation (the
          "Company"), and the trustees of Trust III named therein;

     (f)  The Declaration of Trust of Trust IV, dated as of August 16, 1996,
          among the Company and the trustees of Trust IV named therein;

     (g)  The Declaration of Trust of Trust V, dated as of August 14, 1998,
          among the Company and the trustees of Trust V named therein;

     (h)  The Declaration of Trust of Trust VI, dated as of August 14, 1998,
          among the Company and the trustees of Trust VI named therein;

     (i)  The Registration Statement on Form S-3 (the "Registration Statement"),
          including a prospectus (the "Prospectus"), relating to, among other
          things, the Preferred Securities of the Trusts representing preferred
          beneficial interests in the assets of the Trusts (each, a "Preferred
          Security" and collectively, the "Preferred Securities"), in the form
          to be filed by the Company and the Trusts with the Securities and
          Exchange Commission on or about August 26, 2003;

     (j)  A form of Amended and Restated Trust Agreement for each of the Trusts,
          to be entered into among the Company and the trustees of the Trust
          named therein (collectively, the "Trust Agreements" and individually,
          a "Trust Agreement"), incorporated by reference in the Registration
          Statement (including Exhibit D thereto); and

     (k)  A Certificate of Good Standing for each of the Trusts, dated August
          26, 2003, obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (k) above, which we believe are
all of the documents reasonably necessary for us to have considered for purposes
of rendering the opinions stated herein. In particular, we have not reviewed any
document (other than the documents listed in paragraphs (a) through (k) above)
that is referred to in or incorporated by reference into the documents reviewed
by us. We have assumed that there exists no provision in any document that we
have not reviewed that is inconsistent with the opinions stated herein. We have
conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.



The Allstate Corporation
August 26, 2003
Page 3

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Trust Agreements
and the Certificates of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreements
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreements and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.

     This opinion is limited to the Delaware Statutory Trust Act, including the
statutory provisions and all applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting these laws, and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. Each of the Trusts has been duly formed and is validly existing in good
standing as a statutory trust under the Statutory Trust Act.

     2. The Preferred Securities of each Trust will be, when issued, validly
issued, fully paid and nonassessable beneficial interests in the assets of the
applicable Trust, subject to the qualifications set forth in paragraph 3 below.

     3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of



The Allstate Corporation
August 26, 2003
Page 4

Delaware. We note that the Preferred Security Holders may be obligated to make
payments as set forth in the Trust Agreements.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Opinion" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.


                                            Very truly yours,

                                            /s/ Richards, Layton & Finger, P.A.



                                                                      Exhibit 12

                            THE ALLSTATE CORPORATION
                 COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO



                                              For the six months ended                       For the year ended
                                                      June 30,                                   December 31,
                                              ------------------------    --------------------------------------------------------
    (in millions)                                2003          2002         2002        2001        2000        1999        1998
                                              ----------    ----------    --------    --------    --------    --------    --------
                                                                                                     
1.  Income from operations before income
    taxes, dividends on redeemable
    preferred securities of subsidiary
    trusts, and cumulative effect of change
    in accounting principle                   $    1,590    $      920    $  1,540    $  1,285    $  3,047    $  3,907    $  4,745

2.  Dividends from less than 50% owned
    subsidiary                                         -             -           -           -           -           -           1
                                              ----------    ----------    --------    --------    --------    --------    --------

3.  Income from operations before income
    taxes (1+2)                               $    1,590    $      920    $  1,540    $  1,285    $  3,047    $  3,907    $  4,746
                                              ----------    ----------    --------    --------    --------    --------    --------

    Fixed Charges:

4.  Interest on indebtedness
                                              $      134    $      137    $    278    $    248    $    229    $    129    $    118

5.  Interest factor of annual rental expense          19            26          43          57          50          50          90
                                              ----------    ----------    --------    --------    --------    --------    --------

6.  Total fixed charges (4+5)                 $      153    $      163    $    321    $    305    $    279    $    179    $    208
                                              ----------    ----------    --------    --------    --------    --------    --------

7.  Dividends on redeemable preferred
    securities                                         8             8          15          69          63          59          59

8.  Total fixed charges and dividends on
    redeemable preferred securities (6+7)     $      161    $      171    $    336    $    374    $    342    $    238    $    267
                                              ----------    ----------    --------    --------    --------    --------    --------

9.  Income from operations before income
    taxes and fixed charges (3+6)             $    1,743    $    1,083    $  1,861    $  1,590    $  3,326    $  4,086    $  4,954
                                              ==========    ==========    ========    ========    ========    ========    ========

10. Ratio of earnings to fixed charges
    before interest credited to
    contractholder funds (A)                        10.8X          6.3X        5.5X        4.3X        9.7X       17.2X       18.6X
                                              ==========    ==========    ========    ========    ========    ========    ========

11. Interest credited to contractholder
    funds                                     $      913    $      852    $  1,764    $  1,733    $  1,503    $  1,362    $  1,247

12. Total fixed charges including dividends
    on redeemable preferred securities and
    interest credited to contractholder
    funds (8+11)                              $    1,074    $    1,023    $  2,100    $  2,107    $  1,845    $  1,600    $  1,514
                                              ----------    ----------    --------    --------    --------    --------    --------





                                                                                                     
13. Income from continuing operations
    before income taxes and fixed charges
    including interest credited to
    contractholder funds (3+6+11)             $    2,656    $    1,935    $  3,625    $  3,323    $  4,829    $  5,448    $  6,201
                                              ==========    ==========    ========    ========    ========    ========    ========

14. Ratio of earnings to fixed charges
    (13/12)                                          2.5X          1.9X        1.7X        1.6X        2.6X        3.4X        4.1X
                                              ==========    ==========    ========    ========    ========    ========    ========


(A) The Company has authority to issue up to 25,000,000 shares of preferred
    stock, par value $1.00 per share; however, there are currently no shares
    outstand and the Company does not have a preferred stock dividend
    obligation. Therefore, the Ratio of Earnings to Fixed Charges and Preferred
    Stock Dividends is equal to the Ratio of Earnings to Fixed Charges and is
    not disclosed separately.



                                                                      EXHIBIT 15


The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062-6127


We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim consolidated
financial information of The Allstate Corporation and subsidiaries for the
periods ended March 31, 2003 and 2002, and June 30, 2003 and 2002, as indicated
in our reports dated May 8, 2003 (which report includes an explanatory paragraph
relating to the restatement described in Note 1) and August 11, 2003,
respectively; because we did not perform an audit, we express no opinion on that
information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, and
June 30, 2003, are incorporated by reference in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


/s/ Deloitte & Touche LLP
Chicago, Illinois
August 26, 2003



                                                                    EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The Allstate Corporation on Form S-3 of our reports dated February 5, 2003
(which reports express an unqualified opinion and include an explanatory
paragraph regarding the change in The Allstate Corporation's method of
accounting for goodwill and other intangible assets), appearing in or
incorporated by reference in the Annual Report on Form 10-K of The Allstate
Corporation for the year ended December 31, 2002 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.


/s/ Deloitte & Touche LLP
Chicago, Illinois
August 26, 2003



                                                                    EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

         180 East Fifth Street
          St. Paul, Minnesota                               55101
- -------------------------------------------  -----------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                            THE ALLSTATE CORPORATION
                     (Issuer with respect to the Securities)


                                                              
                           DELAWARE                                          36-3871531
- --------------------------------------------------------------   ------------------------------------
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

               2775 SANDERS ROAD, NORTHBROOK IL                                60062
- --------------------------------------------------------------   ------------------------------------
           (Address of Principal Executive Offices)                          (Zip Code)


                             SENIOR DEBT SECURITIES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.     GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

            a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                WHICH IT IS SUBJECT.
                    Comptroller of the Currency
                    Washington, D.C.

            b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                    Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
            TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
                    None

ITEMS 3-15  ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S
            KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR
            WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.    LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
            STATEMENT OF ELIGIBILITY AND QUALIFICATION.

            1.  A copy of the Articles of Association of the Trustee.*

            2.  A copy of the certificate of authority of the Trustee to
                commence business.*

            3.  A copy of the certificate of authority of the Trustee to
                exercise corporate trust powers.*

            4.  A copy of the existing bylaws of the Trustee.*

            5.  A copy of each Indenture referred to in Item 4. Not applicable.

            6.  The consent of the Trustee required by Section 321(b) of the
                Trust Indenture Act of 1939, attached as Exhibit 6.

            7.  Report of Condition of the Trustee as of MARCH 31, 2003,
                published pursuant to law or the requirements of its supervising
                or examining authority, attached as Exhibit 7.


*   Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.


                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:   /s/  Susan M. Calise
                                         ---------------------
                                         Susan M. Calise
                                         Vice President


By:   /s/ John A. Brennan
     ----------------------------------
     John A. Brennan
     Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated: August 12, 2003


                                    U.S. BANK NATIONAL ASSOCIATION


                                      By:   /s/  Susan M. Calise
                                           ---------------------
                                                 Susan M. Calise
                                                 Vice President


By:   /s/ John A. Brennan
     ------------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                    3/31/2003
                                                                 ---------------
                                                              
ASSETS
     Cash and Due From Depository Institutions                   $     9,084,839
     Federal Reserve Stock                                                     0
     Securities                                                       30,038,992
     Federal Funds                                                       833,567
     Loans & Lease Financing Receivables                             112,792,313
     Fixed Assets                                                      1,462,006
     Intangible Assets                                                 9,080,815
     Other Assets                                                     10,317,239
                                                                 ---------------
         TOTAL ASSETS                                            $   173,609,771

LIABILITIES
     Deposits                                                    $   121,508,878
     Fed Funds                                                         3,820,981
     Treasury Demand Notes                                                     0
     Trading Liabilities                                                 454,575
     Other Borrowed Money                                             21,082,000
     Acceptances                                                         139,821
     Subordinated Notes and Debentures                                 5,694,952
     Other Liabilities                                                 5,164,656
                                                                 ---------------
     TOTAL LIABILITIES                                           $   157,865,863

EQUITY
     Minority Interest in Subsidiaries                           $       993,907
     Common and Preferred Stock                                           18,200
     Surplus                                                          11,015,123
     Undivided Profits                                                 7,438,448
                                                                 ---------------
         TOTAL EQUITY CAPITAL                                    $    19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                             $   177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5



                                                                    EXHIBIT 25.2

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

         180 East Fifth Street
          St. Paul, Minnesota                               55101
- ------------------------------------------  ------------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                            THE ALLSTATE CORPORATION
                     (Issuer with respect to the Securities)


                                                              
                           DELAWARE                                             36-3871531
- --------------------------------------------------------------   ----------------------------------------
(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)

               2775 SANDERS ROAD, NORTHBROOK IL                                  60062
- --------------------------------------------------------------   ----------------------------------------
           (Address of Principal Executive Offices)                            (Zip Code)


                          SUBORDINATED DEBT SECURITIES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.     GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

            a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                WHICH IT IS SUBJECT.
                    Comptroller of the Currency
                    Washington, D.C.

            b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                    Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
            TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
                None

ITEMS 3-15      ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE
                TRUSTEE'S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY
                INDENTURE FOR WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.    LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
            STATEMENT OF ELIGIBILITY AND QUALIFICATION.

            1.  A copy of the Articles of Association of the Trustee.*

            2.  A copy of the certificate of authority of the Trustee to
                commence business.*

            3.  A copy of the certificate of authority of the Trustee to
                exercise corporate trust powers.*

            4.  A copy of the existing bylaws of the Trustee.*

            5.  A copy of each Indenture referred to in Item 4. Not applicable.

            6.  The consent of the Trustee required by Section 321(b) of the
                Trust Indenture Act of 1939, attached as Exhibit 6.

            7.  Report of Condition of the Trustee as of MARCH 31, 2003,
                published pursuant to law or the requirements of its supervising
                or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.


                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:    /s/  Susan M. Calise
                                         ----------------------
                                         Susan M. Calise
                                         Vice President


By:    /s/ John A. Brennan
      -------------------------------
      John A. Brennan
      Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: August 12, 2003


                                  U.S. BANK NATIONAL ASSOCIATION


                                    By:    /s/  Susan M. Calise
                                          ----------------------
                                                Susan M. Calise
                                                Vice President


By:   /s/ John A. Brennan
     -------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                    3/31/2003
                                                                 ---------------
                                                              
ASSETS
     Cash and Due From Depository Institutions                   $     9,084,839
     Federal Reserve Stock                                                     0
     Securities                                                       30,038,992
     Federal Funds                                                       833,567
     Loans & Lease Financing Receivables                             112,792,313
     Fixed Assets                                                      1,462,006
     Intangible Assets                                                 9,080,815
     Other Assets                                                     10,317,239
                                                                 ---------------
         TOTAL ASSETS                                            $   173,609,771

LIABILITIES
     Deposits                                                    $   121,508,878
     Fed Funds                                                         3,820,981
     Treasury Demand Notes                                                     0
     Trading Liabilities                                                 454,575
     Other Borrowed Money                                             21,082,000
     Acceptances                                                         139,821
     Subordinated Notes and Debentures                                 5,694,952
     Other Liabilities                                                 5,164,656
                                                                 ---------------
     TOTAL LIABILITIES                                           $   157,865,863

EQUITY
     Minority Interest in Subsidiaries                           $       993,907
     Common and Preferred Stock                                           18,200
     Surplus                                                          11,015,123
     Undivided Profits                                                 7,438,448
                                                                 ---------------
         TOTAL EQUITY CAPITAL                                    $    19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                             $   177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5



                                                                    EXHIBIT 25.3

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

         180 East Fifth Street
          St. Paul, Minnesota                               55101
- ------------------------------------------  ------------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                             ALLSTATE FINANCING III
                     (Issuer with respect to the Securities)


                                                              
                           DELAWARE                                             36-3871531
- --------------------------------------------------------------   ----------------------------------------
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

                   C/O ALLSTATE CORPORATION
               2775 SANDERS ROAD, NORTHBROOK IL                                  60062
- --------------------------------------------------------------   ----------------------------------------
           (Address of Principal Executive Offices)                            (Zip Code)


                              PREFERRED SECURITIES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.     GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

            a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                WHICH IT IS SUBJECT.
                    Comptroller of the Currency
                    Washington, D.C.

            b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                    Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
            TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
                    None

ITEMS 3-15      ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE
                TRUSTEE'S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY
                INDENTURE FOR WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.    LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
            STATEMENT OF ELIGIBILITY AND QUALIFICATION.

            1.  A copy of the Articles of Association of the Trustee.*

            2.  A copy of the certificate of authority of the Trustee to
                commence business.*

            3.  A copy of the certificate of authority of the Trustee to
                exercise corporate trust powers.*

            4.  A copy of the existing bylaws of the Trustee.*

            5.  A copy of each Indenture referred to in Item 4. Not applicable.

            6.  The consent of the Trustee required by Section 321(b) of the
                Trust Indenture Act of 1939, attached as Exhibit 6.

            7.  Report of Condition of the Trustee as of MARCH 31, 2003,
                published pursuant to law or the requirements of its supervising
                or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.


                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:   /s/  Susan M. Calise
                                         ----------------------
                                         Susan M. Calise
                                         Vice President


By:   /s/ John A. Brennan
     ------------------------------------
     John A. Brennan
     Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:   August 12, 2003


                                    U.S. BANK NATIONAL ASSOCIATION


                                          By:   /s/  Susan M. Calise
                                               ---------------------
                                                     Susan M. Calise
                                                     Vice President


By:   /s/ John A. Brennan
     ------------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                    3/31/2003
                                                                 ---------------
                                                              
ASSETS
     Cash and Due From Depository Institutions                   $     9,084,839
     Federal Reserve Stock                                                     0
     Securities                                                       30,038,992
     Federal Funds                                                       833,567
     Loans & Lease Financing Receivables                             112,792,313
     Fixed Assets                                                      1,462,006
     Intangible Assets                                                 9,080,815
     Other Assets                                                     10,317,239
                                                                 ---------------
         TOTAL ASSETS                                            $   173,609,771

LIABILITIES
     Deposits                                                    $   121,508,878
     Fed Funds                                                         3,820,981
     Treasury Demand Notes                                                     0
     Trading Liabilities                                                 454,575
     Other Borrowed Money                                             21,082,000
     Acceptances                                                         139,821
     Subordinated Notes and Debentures                                 5,694,952
     Other Liabilities                                                 5,164,656
                                                                 ---------------
     TOTAL LIABILITIES                                           $   157,865,863

EQUITY
     Minority Interest in Subsidiaries                           $       993,907
     Common and Preferred Stock                                           18,200
     Surplus                                                          11,015,123
     Undivided Profits                                                 7,438,448
                                                                 ---------------
         TOTAL EQUITY CAPITAL                                    $    19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                             $   177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5



                                                                    EXHIBIT 25.4

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

         180 East Fifth Street
          St. Paul, Minnesota                              55101
- -----------------------------------------  -------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                              ALLSTATE FINANCING IV
                     (Issuer with respect to the Securities)


                                                              
                         DELAWARE                                                   36-3871531
- --------------------------------------------------------------   -----------------------------------------------
(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification No.)

                C/O ALLSTATE CORPORATION
            2775 SANDERS ROAD, NORTHBROOK IL                                          60062
- --------------------------------------------------------------   -----------------------------------------------
         (Address of Principal Executive Offices)                                   (Zip Code)


                              PREFERRED SECURITIES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.   GENERAL INFORMATION. Furnish the following information as to the
          Trustee.

          a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
              WHICH IT IS SUBJECT.
                    Comptroller of the Currency
                    Washington, D.C.

          b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                    Yes

ITEM 2.   AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
          TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
                    None

ITEMS 3-15    ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S
              KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR
              WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.  LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
          STATEMENT OF ELIGIBILITY AND QUALIFICATION.

          1.  A copy of the Articles of Association of the Trustee.*

          2.  A copy of the certificate of authority of the Trustee to commence
              business.*

          3.  A copy of the certificate of authority of the Trustee to exercise
              corporate trust powers.*

          4.  A copy of the existing bylaws of the Trustee.*

          5.  A copy of each Indenture referred to in Item 4. Not applicable.

          6.  The consent of the Trustee required by Section 321(b) of the Trust
              Indenture Act of 1939, attached as Exhibit 6.

          7.  Report of Condition of the Trustee as of MARCH 31, 2003, published
              pursuant to law or the requirements of its supervising or
              examining authority, attached as Exhibit 7.

     * Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.

                                  U.S. BANK NATIONAL ASSOCIATION

                                  By:   /s/  Susan M. Calise
                                       ---------------------
                                       Susan M. Calise
                                       Vice President


By:   /s/ John A. Brennan
     --------------------------
     John A. Brennan
     Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: August 12, 2003


                                  U.S. BANK NATIONAL ASSOCIATION


                                         By:   /s/  Susan M. Calise
                                              ---------------------
                                                    Susan M. Calise
                                                    Vice President


By:   /s/ John A. Brennan
     -----------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                    3/31/2003
                                                                 ---------------
                                                              
ASSETS
     Cash and Due From Depository Institutions                   $     9,084,839
     Federal Reserve Stock                                                     0
     Securities                                                       30,038,992
     Federal Funds                                                       833,567
     Loans & Lease Financing Receivables                             112,792,313
     Fixed Assets                                                      1,462,006
     Intangible Assets                                                 9,080,815
     Other Assets                                                     10,317,239
                                                                 ---------------
         TOTAL ASSETS                                            $   173,609,771

LIABILITIES
     Deposits                                                    $   121,508,878
     Fed Funds                                                         3,820,981
     Treasury Demand Notes                                                     0
     Trading Liabilities                                                 454,575
     Other Borrowed Money                                             21,082,000
     Acceptances                                                         139,821
     Subordinated Notes and Debentures                                 5,694,952
     Other Liabilities                                                 5,164,656
                                                                 ---------------
     TOTAL LIABILITIES                                           $   157,865,863

EQUITY
     Minority Interest in Subsidiaries                           $       993,907
     Common and Preferred Stock                                           18,200
     Surplus                                                          11,015,123
     Undivided Profits                                                 7,438,448
                                                                 ---------------
         TOTAL EQUITY CAPITAL                                    $    19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                             $   177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5



                                                                    EXHIBIT 25.5

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

          180 East Fifth Street
           St. Paul, Minnesota                            55101
- -----------------------------------------  -------------------------------------
(Address of principal executive offices)                (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                              ALLSTATE FINANCING V
                     (Issuer with respect to the Securities)


                                                
                    DELAWARE                                     36-3871531
- -------------------------------------------------- --------------------------------------
(State or other jurisdiction of incorporation or    (I.R.S. Employer Identification No.)
                  organization)

            C/O ALLSTATE CORPORATION
        2775 SANDERS ROAD, NORTHBROOK IL                          60062
- -------------------------------------------------- --------------------------------------
    (Address of Principal Executive Offices)                    (Zip Code)


                              PREFERRED SECURITIES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.   GENERAL INFORMATION. Furnish the following information as to the
          Trustee.

          a)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
               WHICH IT IS SUBJECT.
                    Comptroller of the Currency
                    Washington, D.C.

          b)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                    Yes

ITEM 2.   AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
          TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
                    None

ITEMS 3-15     ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE
               TRUSTEE'S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY
               INDENTURE FOR WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.  LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
          STATEMENT OF ELIGIBILITY AND QUALIFICATION.

          1.   A copy of the Articles of Association of the Trustee.*

          2.   A copy of the certificate of authority of the Trustee to commence
               business.*

          3.   A copy of the certificate of authority of the Trustee to exercise
               corporate trust powers.*

          4.   A copy of the existing bylaws of the Trustee.*

          5.   A copy of each Indenture referred to in Item 4. Not applicable.

          6.   The consent of the Trustee required by Section 321(b) of the
               Trust Indenture Act of 1939, attached as Exhibit 6.

          7.   Report of Condition of the Trustee as of MARCH 31, 2003,
               published pursuant to law or the requirements of its supervising
               or examining authority, attached as Exhibit 7.

     * Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.


                                   U.S. BANK NATIONAL ASSOCIATION


                                   By:  /s/   Susan M. Calise
                                       ----------------------
                                       Susan M. Calise
                                       Vice President


By:  /s/ John A. Brennan
    ------------------------------------
    John A. Brennan
    Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: August 12, 2003


                                   U.S. BANK NATIONAL ASSOCIATION


                                        By:   /s/   Susan M. Calise
                                             ----------------------
                                                    Susan M. Calise
                                                    Vice President


By:   /s/ John A. Brennan
     --------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                     3/31/2003
                                                                  --------------
                                                               
ASSETS
    Cash and Due From Depository Institutions                     $    9,084,839
    Federal Reserve Stock                                                      0
    Securities                                                        30,038,992
    Federal Funds                                                        833,567
    Loans & Lease Financing Receivables                              112,792,313
    Fixed Assets                                                       1,462,006
    Intangible Assets                                                  9,080,815
    Other Assets                                                      10,317,239
                                                                  --------------
       TOTAL ASSETS                                               $  173,609,771

LIABILITIES
    Deposits                                                      $  121,508,878
    Fed Funds                                                          3,820,981
    Treasury Demand Notes                                                      0
    Trading Liabilities                                                  454,575
    Other Borrowed Money                                              21,082,000
    Acceptances                                                          139,821
    Subordinated Notes and Debentures                                  5,694,952
    Other Liabilities                                                  5,164,656
                                                                  --------------
    TOTAL LIABILITIES                                             $  157,865,863

EQUITY
    Minority Interest in Subsidiaries                             $      993,907
    Common and Preferred Stock                                            18,200
    Surplus                                                           11,015,123
    Undivided Profits                                                  7,438,448
                                                                  --------------
       TOTAL EQUITY CAPITAL                                       $   19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                              $  177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5



                                                                    EXHIBIT 25.6

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

             180 East Fifth Street
              St. Paul, Minnesota                           55101
- -----------------------------------------------  -------------------------------
   (Address of principal executive offices)               (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                              ALLSTATE FINANCING VI
                     (Issuer with respect to the Securities)


                                                              
                         DELAWARE                                                         36-3871531
- --------------------------------------------------------------   ---------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

                 C/O ALLSTATE CORPORATION
             2775 SANDERS ROAD, NORTHBROOK IL                                               60062
- ------------------------------------------------------------     ---------------------------------------------------------
         (Address of Principal Executive Offices)                                         (Zip Code)


                              PREFERRED SECURITIES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.   GENERAL INFORMATION.  Furnish the following information as to the
          Trustee.

          a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
             WHICH IT IS SUBJECT.
               Comptroller of the Currency
               Washington, D.C.

          b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
               Yes

ITEM 2.   AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
          TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
             None

ITEMS 3-15   ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S
             KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR
             WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.  LIST OF EXHIBITS:  LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
          STATEMENT OF ELIGIBILITY AND QUALIFICATION.

          1. A copy of the Articles of Association of the Trustee.*

          2. A copy of the certificate of authority of the Trustee to commence
             business.*

          3. A copy of the certificate of authority of the Trustee to exercise
             corporate trust powers.*

          4. A copy of the existing bylaws of the Trustee.*

          5. A copy of each Indenture referred to in Item 4. Not applicable.

          6. The consent of the Trustee required by Section 321(b) of the Trust
             Indenture Act of 1939, attached as Exhibit 6.

          7. Report of Condition of the Trustee as of MARCH 31, 2003, published
             pursuant to law or the requirements of its supervising or examining
             authority, attached as Exhibit 7.


     * Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.


                                 U.S. BANK NATIONAL ASSOCIATION

                                 By:   /s/  Susan M. Calise
                                      ---------------------
                                      Susan M. Calise
                                      Vice President


By:   /s/ John A. Brennan
     ---------------------------------
     John A. Brennan
     Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated: August 12, 2003


                                      U.S. BANK NATIONAL ASSOCIATION


                                            By:  /s/     Susan M. Calise
                                                ------------------------
                                                         Susan M. Calise
                                                         Vice President


By:   /s/ John A. Brennan
     --------------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                     3/31/2003
                                                               ---------------
                                                            
ASSETS
   Cash and Due From Depository Institutions                   $     9,084,839
   Federal Reserve Stock                                                     0
   Securities                                                       30,038,992
   Federal Funds                                                       833,567
   Loans & Lease Financing Receivables                             112,792,313
   Fixed Assets                                                      1,462,006
   Intangible Assets                                                 9,080,815
   Other Assets                                                     10,317,239
                                                               ---------------
      TOTAL ASSETS                                             $   173,609,771

LIABILITIES
   Deposits                                                    $   121,508,878
   Fed Funds                                                         3,820,981
   Treasury Demand Notes                                                     0
   Trading Liabilities                                                 454,575
   Other Borrowed Money                                             21,082,000
   Acceptances                                                         139,821
   Subordinated Notes and Debentures                                 5,694,952
   Other Liabilities                                                 5,164,656
                                                               ---------------
   TOTAL LIABILITIES                                           $   157,865,863

EQUITY
   Minority Interest in Subsidiaries                           $       993,907
   Common and Preferred Stock                                           18,200
   Surplus                                                          11,015,123
   Undivided Profits                                                 7,438,448
                                                               ---------------
      TOTAL EQUITY CAPITAL                                     $    19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                           $   177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5



                                                                    EXHIBIT 25.7

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

          180 East Fifth Street
           St. Paul, Minnesota                              55101
- --------------------------------------------  ----------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 Susan M. Calise
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6576

            (Name, address and telephone number of agent for service)

                            THE ALLSTATE CORPORATION
                     (Issuer with respect to the Securities)


                                                              
                         DELAWARE                                                        36-3871531
- --------------------------------------------------------------   ---------------------------------------------------------
(State or other jurisdiction of incorporation or organization)               (I.R.S. Employer Identification No.)

             2775 SANDERS ROAD, NORTHBROOK IL                                              60062
- --------------------------------------------------------------   ---------------------------------------------------------
         (Address of Principal Executive Offices)                                        (Zip Code)


                         PREFERRED SECURITIES GUARANTEES
                       (Title of the Indenture Securities)

================================================================================

                                    FORM T-1



ITEM 1.   GENERAL INFORMATION. Furnish the following information as to the
          Trustee.

          a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
             WHICH IT IS SUBJECT.
                   Comptroller of the Currency
                   Washington, D.C.

          b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                   Yes

ITEM 2.   AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
          TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
             None

ITEMS 3-15   ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S
             KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR
             WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.  LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
          STATEMENT OF ELIGIBILITY AND QUALIFICATION.

          1. A copy of the Articles of Association of the Trustee.*

          2. A copy of the certificate of authority of the Trustee to commence
             business.*

          3. A copy of the certificate of authority of the Trustee to exercise
             corporate trust powers.*

          4. A copy of the existing bylaws of the Trustee.*

          5. A copy of each Indenture referred to in Item 4. Not applicable.

          6. The consent of the Trustee required by Section 321(b) of the Trust
             Indenture Act of 1939, attached as Exhibit 6.

          7. Report of Condition of the Trustee as of MARCH 31, 2003, published
             pursuant to law or the requirements of its supervising or examining
             authority, attached as Exhibit 7.


     * Incorporated by reference to Registration Number 333-67188.

                                        2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 12TH DAY OF AUGUST 2003.


                                 U.S. BANK NATIONAL ASSOCIATION

                                 By:   /s/  Susan M. Calise
                                      ---------------------
                                      Susan M. Calise
                                      Vice President

By:   /s/ John A. Brennan
     ---------------------------------
     John A. Brennan
     Trust Officer

                                        3


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated: August 12, 2003


                                      U.S. BANK NATIONAL ASSOCIATION


                                            By:   /s/   Susan M. Calise
                                                 ----------------------
                                                        Susan M. Calise
                                                        Vice President


By:   /s/ John A. Brennan
     ---------------------------------------
             John A. Brennan
             Trust Officer

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)



                                                                     3/31/2003
                                                               ---------------
                                                            
ASSETS
   Cash and Due From Depository Institutions                   $     9,084,839
   Federal Reserve Stock                                                     0
   Securities                                                       30,038,992
   Federal Funds                                                       833,567
   Loans & Lease Financing Receivables                             112,792,313
   Fixed Assets                                                      1,462,006
   Intangible Assets                                                 9,080,815
   Other Assets                                                     10,317,239
                                                               ---------------
       TOTAL ASSETS                                            $   173,609,771

LIABILITIES
   Deposits                                                    $   121,508,878
   Fed Funds                                                         3,820,981
   Treasury Demand Notes                                                     0
   Trading Liabilities                                                 454,575
   Other Borrowed Money                                             21,082,000
   Acceptances                                                         139,821
   Subordinated Notes and Debentures                                 5,694,952
   Other Liabilities                                                 5,164,656
                                                               ---------------
   TOTAL LIABILITIES                                           $   157,865,863

EQUITY
   Minority Interest in Subsidiaries                           $       993,907
   Common and Preferred Stock                                           18,200
   Surplus                                                          11,015,123
   Undivided Profits                                                 7,438,448
                                                               ---------------
       TOTAL EQUITY CAPITAL                                    $    19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                           $   177,331,541


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5