EXECUTION COPY FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4.1

EXECUTION COPY

FIFTH SUPPLEMENTAL INDENTURE

between

THE ALLSTATE CORPORATION,
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
(AS SUCCESSOR IN INTEREST TO STATE STREET BANK AND TRUST COMPANY),
as Trustee, Calculation Agent and Paying Agent

May 10, 2007

$500,000,000

SERIES A 6.50% FIXED-TO-FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2067

TABLE OF CONTENTS

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FIFTH SUPPLEMENTAL INDENTURE, dated as of May 10, 2007 (the " Fifth Supplemental Indenture "), between The Allstate Corporation, a Delaware corporation (the " Company "), and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the " Trustee "), supplementing the Subordinated Indenture, dated as of November 25, 1996 (the " Base Indenture "), as amended by the Third Supplemental Indenture dated as of July 23, 1999 (the " Third Supplemental Indenture "), and as amended by the Fourth Supplemental Indenture dated as of June 12, 2000 (the " Fourth Supplemental Indenture "), between the Company and the Trustee.

RECITALS

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s unsecured subordinated debt securities to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Indenture;

WHEREAS, pursuant to the terms of the Base Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Fifth Supplemental Indenture (collectively, the " Indenture "), the Company desires to provide for the establishment of a new series of its Securities to be known as its Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the " Debentures "), the form and substance of such Debentures and the terms, provisions and conditions thereof to be set forth as provided in the Indenture; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture and all requirements necessary to make this Fifth Supplemental Indenture a valid instrument in accordance with its terms, and to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects:

NOW, THEREFORE, in consideration of the purchase and acceptance of the Debentures by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Debentures and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1.                        Definition of Terms.

Unless the context otherwise requires or unless otherwise set forth herein:

(a)           a term not defined herein that is defined in the Base Indenture has the same meaning when used in this Fifth Supplemental Indenture;

(b)           the definition of any term in this Fifth Supplemental Indenture that is also defined in the Base Indenture shall for the purposes of this Fifth Supplemental Indenture supersede the definition of such term in the Base Indenture, as previously supplemented;

(c)           a term defined anywhere in this Fifth Supplemental Indenture has the same meaning throughout;

(d)           the definition of a term in this Fifth Supplemental Indenture is not intended to have any effect on the meaning or definition of an identical term that is defined in the Base Indenture, as previously supplemented, insofar as the use or effect of such term in the Base Indenture, as previously defined, is concerned;

(e)           the singular includes the plural and vice versa;

(f)            headings are for convenience of reference only and do not affect interpretation;

(g)           a reference to a Section or Article is to a Section or Article of this Fifth Supplemental Indenture;

(h)           any reference herein to "interest" shall include any Additional Interest (as defined below); and

(i)            the following terms have the meanings given to them in this Section 1.1(i):

" Additional Interest " means the interest, if any, that shall accrue, to the extent permitted by applicable law, on any interest on the Debentures the payment of which has not been made on the applicable Interest Payment Date.

" APM Period " means, with respect to any Deferral Period, the period commencing on the earlier of (i) the first Interest Payment Date following the commencement of such Deferral Period on which the Company pays any current interest on the Debentures (which the Company may do from any source of funds) or (ii) the fifth anniversary of the commencement of the Deferral Period, if on such date such Deferral Period has not ended, and ending on the next Interest Payment Date on which the Company shall have raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest, including compounded interest, on the Debentures.

" Applicable Spread " means, with respect to a redemption of the Debentures, 0.50% in the case of a Tax Event or a Rating Agency Event and 0.25% in all other cases.

" Bankruptcy Event " means any of the events set forth in Section 501(2) and (3) of the Base Indenture (as amended by Section 2.7(a)(i)).

" Base Indenture " has the meaning set forth in the Recitals hereto.

" Business Day " means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City of New York are authorized or required by law or executive

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order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee, is closed for business, and, on or after May 15, 2037, a day which is not a London Banking Day.

" Business Combination " means any transaction that is subject to Section 801 of the Base Indenture.

" Calculation Agent " means, with respect to the Debentures, U.S. Bank National Association, or any other firm appointed by the Company, acting as calculation agent in respect of the Debentures.

" Capital Lease Obligation " of any Person means the obligation to pay rent or make other payments under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on the balance sheet of such Person in accordance with generally accepted accounting principles.  The Stated Maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

" Commercially Reasonable Efforts " to sell Qualifying Capital Securities means, commercially reasonable efforts to complete the offer and sale of Qualifying Capital Securities to Persons other than Subsidiaries in public offerings or private placements.  The Company shall not be considered to have made Commercially Reasonable Efforts to effect a sale of Qualifying Capital Securities if it determines not to pursue or complete such sale solely due to pricing, coupon, dividend rate or dilution considerations.

" Common Stock " means the Company’s common stock (including treasury shares of common stock), common stock issued pursuant to any dividend reinvestment plan or the Company’s employee benefit plans, a security of the Company, ranking upon liquidation, dissolution or winding up junior to Qualifying Preferred Stock and pari passu with the Company’s common stock, that tracks the performance of, or relates to the results of, a business, unit or division of the Company, and any securities issued in exchange therefore in connection with a merger, consolidation, binding share exchange, business combination, recapitalization or other similar event.

" Common Equity Issuance Cap " has the meaning specified in Section 2.6(a)(ii).

" Company " has the meaning specified in the first paragraph of this Fifth Supplemental Indenture.

" Current Stock Market Price " means, with respect to the Company’s common stock on any date: (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange; or (ii) if the Company’s common stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Company’s common stock is traded or quoted on the relevant date; or (iii) if the Company’s common stock is not listed on any U.S. securities exchange on the relevant date, the last quoted bid price for the Company’s common stock in the over-the-counter market on the relevant date as reported by the

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National Quotation Bureau or similar organization; or (iv) if the Company’s common stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Company’s common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

" Debentures " has the meaning specified in the Recitals hereto.

" Deferral Period " means the period commencing on an Interest Payment Date with respect to which the Company elects to defer interest pursuant to Section 2.5 and ending on the earlier of: (i) the tenth anniversary of that Interest Payment Date; and (ii) the next Interest Payment Date on which the Company has paid all deferred and unpaid amounts (including compounded interest on such deferred amounts) with respect to any subsequent period and all other accrued interest on the Debentures.

" Eligible Proceeds " means, for each relevant Interest Payment Date, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale) the Company has received during the 180-day period prior to such Interest Payment Date from the issuance or sale of Qualifying APM Securities (excluding sales of Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock in excess of the Preferred Stock Issuance Cap) to persons that are not the Company’s Subsidiaries.

" Fifth Supplemental Indenture " has the meaning specified in the first paragraph of this instrument.

" Final Maturity Date " has the meaning specified in Section 2.2(b).

" Fourth Supplemental Indenture " has the meaning specified in the first paragraph of this instrument.

" Guarantee " by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness (and " Guaranteed ," " Guaranteeing " and " Guarantor " shall have meanings correlative to the foregoing); provided, however , that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.

" Incur " means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to generally accepted accounting principles or otherwise, of any such Indebtedness or other obligation as a liability on the balance sheet of such Person (and " Incurrence ," " Incurred ," " Incurrable " and " Incurring " shall have meanings correlative to the foregoing);

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provided, however , that a change in generally accepted accounting principles that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness.

" Indenture " has the meaning specified in the Recitals hereto.

" Interest Payment Date " shall have the meaning specified in Section 2.4.

" Interest Period " means a Semi-Annual Interest Period or a Quarterly Interest Period, as the case may be.

" Junior Subordinated Payment " has the meaning specified in Section 7.2(a)(i).

" LIBOR Determination Date " means the second London Banking Day immediately preceding the first day of the relevant Quarterly Interest Period.

" London Banking Day " means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London.

" Make-Whole Redemption Price " means the sum, as calculated by the Calculation Agent, of the present values of the remaining scheduled payments of principal (discounted from May 15, 2037) and interest that would have been payable to and including May 15, 2037 (discounted from their respective Interest Payment Dates) on the Debentures to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as determined and provided to the Calculation Agent by the Treasury Dealer) plus the Applicable Spread; plus accrued and unpaid interest, together with any Additional Interest, on the principal amount of the Debentures being redeemed to the Redemption Date.

" Mandatorily Convertible Preferred Stock " means Preferred Stock with (a) no prepayment obligation of the liquidation preference on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock converts into the Company’s Common Stock within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the Preferred Stock.

" Market Disruption Event " means, with respect to the issuance or sale of Qualifying Capital Securities pursuant to Section 2.2 or Qualifying APM Securities pursuant to Section 2.6, the occurrence or existence of any of the following events or sets of circumstances:

(i)            Trading in securities generally, or shares of the Company’s securities specifically, on the New York Stock Exchange or any other national securities exchange or in the over-the-counter market on which Qualifying APM Securities or Qualifying Capital Securities, as the case may be, are then listed or traded shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the United States Securities and Exchange Commission, by the relevant exchange or by any other regulatory agency or governmental body having jurisdiction such that trading shall have been materially disrupted;

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(ii)           The Company would be required to obtain the consent or approval of the Company’s stockholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue or sell Qualifying APM Securities pursuant to Section 2.6 or to issue Qualifying Capital Securities pursuant to Section 2.2, as the case may be, and such consent or approval has not yet been obtained notwithstanding the Company’s commercially reasonable efforts to obtain such consent or approval;

(iii)          A banking moratorium shall have been declared by the federal or state authorities of the United States such that market trading in the Qualifying APM Securities or the Qualifying Capital Securities, as applicable, has been materially disrupted or ceased;

(iv)          A material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States such that market trading in the Qualifying APM Securities or the Qualifying Capital Securities, as applicable, has been materially disrupted or ceased;

(v)           The United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis such that market trading in the Qualifying APM Securities or the Qualifying Capital Securities, as applicable, has been materially disrupted or ceased;

(vi)          There shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States shall be such that trading Qualifying APM Securities or Qualifying Capital Securities, as applicable, shall have been materially disrupted;

(vii)         An event occurs and is continuing as a result of which the offering document for such offer and sale of Qualifying Capital Securities or Qualifying APM Securities, as the case may be, would, in the reasonable judgment of the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and either (x) the disclosure of that event at such time, in the reasonable judgment of the Company, is not otherwise required by law and would have a material adverse effect on the business of the Company or (y) the disclosure relates to a previously undisclosed proposed or pending material business transaction, provided that no single suspension period contemplated by this clause (vii) shall exceed 90 consecutive days and multiple suspension periods contemplated by this clause (vii) shall not exceed an aggregate of 180 days in any 360-day period; or

(viii)        The Company reasonably believes that the offering document for such offer and sale of Qualifying Capital Securities or Qualifying APM Securities, as the case may be, would not be in compliance with a rule or regulation of the United States Securities and Exchange Commission (for reasons other than those referred to in clause (vii) above), and the Company determines it is unable to comply with such rule or regulation or such compliance is unduly burdensome, provided that no single suspension period contemplated by this clause (viii) shall

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exceed 90 consecutive days and multiple suspension periods contemplated by this clause (viii) shall not exceed an aggregate of 180 days in any 360-day period.

" Pari Passu Securities " means indebtedness of the Company that ranks in right of payment upon liquidation on a parity with the Debentures, and includes the Debentures.

" Payment Blockage Period " has the meaning specified in Section 7.3(b).

" Preferred Stock " means the preferred stock of the Company.

" Preferred Stock Issuance Cap " has the meaning specified in Section 2.6(a)(iii).

" Proceeding " has the meaning specified in Section 7.2(a).

" Qualifying APM Securities " means Common Stock, Qualifying Preferred Stock, Qualifying Warrants, and Mandatorily Convertible Preferred Stock, provided that the Company may, without the consent of the holders of the Debentures, amend the definition of "Qualifying APM Securities" to eliminate Common Stock and/or Mandatorily Convertible Preferred Stock from this definition if, after May 10, 2007, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate Common Stock and/or Mandatorily Convertible Preferred Stock from the definition would result in a reduction in the Company’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (IFRS) if then applicable to the issuer or IFRS if subsequently adopted by the issuer.  The Company shall promptly notify the holders of the Debentures, in the manner contemplated in the Indenture, of such change.

" Qualifying Preferred Stock " means the Company’s non-cumulative perpetual Preferred Stock that ranks pari passu with or junior to all of the Company’s other Preferred Stock, is perpetual and (a) is subject to a replacement capital covenant substantially similar to the Replacement Capital Covenant or an "Other Qualifying Capital Replacement Covenant", as such term is defined in the Replacement Capital Covenant or (b) is subject to both (i) mandatory suspension of dividends in the event the Company breaches certain financial metrics specified within the offering documents for such Preferred Stock and (ii) "Intent-Based Replacement Disclosure", as such term is defined in the Replacement Capital Covenant.  Additionally, in both the case described in (a) and the described in (b) the transaction documents for such Preferred Stock shall provide for no remedies as a consequence of non-payment of distributions other than "Permitted Remedies," as such term is defined in the Replacement Capital Covenant.

" Qualifying Capital Securities " has the meaning specified in the Replacement Capital Covenant.

" Qualifying Warrants " means any net share settled warrants to purchase Common Stock (i) that have an exercise price greater than the Current Stock Market Price of Common Stock, and (ii) that the Company is not entitled to redeem for cash and the holders of which are not entitled to require the Company to purchase for cash in any circumstances.

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" Quarterly Interest Payment Date " shall have the meaning specified in Section 2.4(b).

" Quarterly Interest Period " means the period beginning on and including May 15, 2037 and ending on but excluding the next Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next Interest Payment Date.

" Rating Agency Event " means a change by any nationally recognized statistical rating organization within the meaning of Rule 15c3-1 under the Exchange Act that currently publishes a rating for the Company (in this definition, a "rating agency") to its equity credit criteria for securities such as the Debentures, as such criteria were in effect on May 10, 2007 (in this definition, the "current criteria"), which change results in (x) the length of time for which such current criteria are scheduled to be in effect is shortened with respect to the Debentures or (y) a lower equity credit being given to the Debentures as of the date of such change than the equity credit that would have been assigned to the Debentures as of the date of such change by such rating agency pursuant to its current criteria.

" Regular Record Date " means (i) with respect to a Semi-Annual Interest Payment Date, the May 1 or November 1, as the case may be, next preceding the relevant Interest Payment date, and (ii) with respect any Quarterly Interest Payment Date, the 15th day preceding the relevant Interest Payment Date.

" Repayment Date " means the Scheduled Maturity Date and each Quarterly Interest Payment Date thereafter until the Company shall have repaid or redeemed all of the Debentures.

" Replacement Capital Covenant " means the Replacement Capital Covenant, dated as of May 10, 2007, by the Company, as the same may be amended or supplemented from time to time in accordance with the provisions thereof and Section 2.2(a)(vii) hereof.

" Responsible Officer of the Paying Agent " means, with respect to U.S. Bank National Association, in its capacity as Paying Agent, any officer within the corporate trust department (or any successor department, unit or division of U.S. Bank National Association) assigned to the paying agent office of U.S. Bank National Association, in its capacity as Paying Agent, who has direct responsibility for the administration of the Paying Agent functions of the Indenture.

" Reuters Page LIBOR01 " means the display so designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered rate for U.S. dollar deposits).

" Scheduled Maturity Date " has the meaning specified in Section 2.2(a).

" Securities Payment " has the meaning specified in Section 7.2(a)(i).

" Securities Registrar " means, with respect to the Debentures, U.S. Bank National Association, or any other firm appointed by the Company, acting as securities registrar for the Debentures.

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" Securities Registrar Office " means the office of the applicable Securities Registrar at which at any particular time its corporate agency business shall principally be administered, which office at the date hereof in the case of U.S. Bank National Association, in its capacity as Securities Registrar under the Indenture, is located at One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services.

" Semi-Annual Interest Payment Date " shall have the meaning specified in Section 2.4(b).

" Semi-Annual Interest Period " means the period beginning on and including May 10, 2007 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next Interest Payment Date until May 15, 2037.

" Senior Indebtedness " means the principal of, premium, if any, interest on and any other payment due pursuant to any of the following, whether Incurred on or prior to the date hereof or hereafter Incurred:

(i)            all obligations of the Company for money borrowed;

(ii)           all obligations of the Company evidenced by notes, debentures, bonds or other similar instruments, including obligations Incurred in connection with the acquisition of property, assets or businesses and including all other debt securities of the Company issued by the Company to any trust or a trustee of such trust, or to a partnership or other Affiliate of the Company that acts as a financing vehicle for the Company, in connection with the issuance of securities by such vehicles;

(iii)          all Capital Lease Obligations of the Company;

(iv)          all reimbursement obligations of the Company with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of the Company;

(v)           all obligations of the Company issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which the Company or any of its subsidiaries have agreed to be treated as owner of the subject property for federal income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);

(vi)          all payment obligations of the Company under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations Incurred by the Company solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding variable or floating rate Indebtedness of the Company;

(vii)         all obligations of the type referred to in clauses (i) through (vi) above of another Person and all dividends of another Person the payment of which, in either case, the Company has assumed or Guaranteed or for which the Company is responsible or liable, directly or indirectly, jointly or severally, as obligor, Guarantor or otherwise;

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(viii)        all compensation and reimbursement obligations of the Company pursuant to Section 607 of the Base Indenture; and

(ix)           all amendments, modifications, renewals, extensions, refinancings, replacements and refundings by the Company of any such Indebtedness referred to in clauses (i) through (viii) above (and of any such amended, modified, renewed, extended, refinanced, refunded or replaced Indebtedness);

provided, however , that the following shall not constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a Subsidiary or employee of the Company, (B) Indebtedness incurred for the purchase of goods, materials or property, or for services obtained in the ordinary course of business or for other liabilities arising in the ordinary course of business (i.e., trade accounts payable), or (C) any Indebtedness which by the terms of the instrument creating or evidencing the same expressly provides that it is not superior in right of payment to the Securities.  For purposes of this definition, "Indebtedness" includes any obligation to pay principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-petition interest is allowed in such proceeding).  Any Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions of Article VII hereof irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.

" Senior Nonmonetary Default " has the meaning specified in Section 7.3(b).

" Senior Payment Default " has the meanings specified in Section 7.3(a).

" Share Cap Amount " has the meaning specified in Section 2.6(a)(iv).

" Tax Event " means the receipt by the Company of an opinion of counsel experienced in such matters to the effect that, as a result of any: (i) amendment to or change (including any officially announced proposed change) in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is effective on or after May 10, 2007, (ii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced on or after May 10, 2007, or (iii) threatened challenge asserted in connection with an audit of the Company or any of its Subsidiaries, or a threatened challenge asserted in writing against any taxpayer that has raised capital through the issuance of securities that are substantially similar to the Debentures and which securities, as of their issue date, were rated at least investment grade by at least two nationally recognized statistical rating organizations within the meaning of Rule 15c3-1 under the Exchange Act, there is more than an insubstantial increase in the risk that interest payable by the Company on the Debentures is not, or within 90 days of the date of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.

" Third Supplemental Indenture " has the meaning specified in the first paragraph of this instrument.

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" Three-Month LIBOR " means, with respect to any Quarterly Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Quarterly Interest Period that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on the LIBOR Determination Date for that Quarterly Interest Period.  If such rate does not appear on Reuters Page LIBOR01, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Quarterly Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Quarterly Interest Period.  The Calculation Agent will request the principal London office of each of these banks to provide a quotation of its rate.  If at least two such quotations are provided, Three-Month LIBOR with respect to that Quarterly Interest Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations.  If fewer than two quotations are provided, Three-Month LIBOR with respect to that Quarterly Interest Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the first day of that Quarterly Interest Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Quarterly Interest Period and in a principal amount of not less than $1,000,000.  However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-Month LIBOR for that Quarterly Interest Period will be the same as Three-Month LIBOR as determined for the previous Quarterly Interest Period or, in the case of the Quarterly Interest Period beginning on May 15, 2037, 5.356%.  The establishment of Three-Month LIBOR for each Quarterly Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding.

" Trading Day " means a day on which Common Stock is traded on the New York Stock Exchange, or if not then listed on the New York Stock Exchange, a day on which Common Stock is traded or quoted on the principal U.S. securities exchange on which it is listed or quoted, or if not then listed or quoted on a U.S. securities exchange, a day on which Common Stock is quoted in the over-the-counter market.

" Treasury Dealer " means J.P. Morgan Securities Inc. and Goldman, Sachs & Co. (or their successors) or, if J.P. Morgan Securities Inc. and Goldman, Sachs & Co. (or their successors) refuse to act as Treasury Dealer for the purpose of determining the Make-Whole Redemption Price or cease to be primary U.S. Government securities dealers, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by the Company to act as Treasury Dealer for the purpose of determining the Make-Whole Redemption Price.

" Treasury Price " means, with respect to a Redemption Date, the bid-side price for the Treasury Security as of the third Trading Day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York on that Trading Day and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities," as determined by the Treasury Dealer, except that: (i) if that release (or

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any successor release) is not published or does not contain that price information on that Trading Day, or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that Trading Day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that Trading Day (expressed on a next Trading Day settlement basis) as determined by the Treasury Dealer through such alternative means as are commercially reasonable under the circumstances.

" Treasury Rate " means, with respect to a Redemption Date, the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated by the Treasury Dealer in accordance with standard market practice and computed as of the second Trading Day preceding the Redemption Date).

" Treasury Security " means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Debentures being redeemed in a tender offer based on a spread to United States Treasury yields.

ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1.                        Designation, Principal Amount and Authorized Denominations.

(a)           Designation .  Pursuant to Sections 201 and 301 of the Base Indenture, there is hereby established a series of Securities of the Company designated as "Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067," the principal amount of which to be issued shall be in accordance with Section 2.1(b) hereof and as set forth in any Company Order for the authentication and delivery of Debentures pursuant to the Base Indenture, and the form and terms of which shall be as set forth hereinafter.

(b)           Principal Amount .  Debentures in an initial aggregate principal amount of $500,000,000 shall, upon execution of this Fifth Supplemental Indenture, be executed by the Company and delivered to the Trustee or an Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon authenticate and deliver said Debentures in accordance with a Company Order.  Additional Debentures may be issued pursuant to this Fifth Supplemental Indenture so long as such additional Debentures are fungible for U.S. tax purposes with the Debentures issued as of the date of this Fifth Supplemental Indenture.  Any additional Debentures issued under this Fifth Supplemental Indenture will rank equally and ratably in right of payment with the Debentures issued on the date of this Fifth Supplemental Indenture and together with such Debentures will be treated as a single series of Debentures.

(c)           Authorized Denominations .  The denominations in which Debentures shall be issuable are $1,000 principal amount and integral multiples thereof.

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SECTION 2.2.                        Repayment.

(a)           Scheduled Maturity Date.

• • • • (i)            The principal amount of, and all accrued and unpaid interest on, the Debentures shall be payable in full on May 15, 2057 or, if such day is not a Business Day, the following Business Day (the " Scheduled Maturity Date "); provided, however , that in the event the Company has complied with clause (iv)(1) of this Section 2.2(a) and timely delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article V hereof, and (z) subject to clause (ii) of this Section 2.2(a) the remaining Debentures shall remain outstanding and shall be payable in the amount provided in clause (ii) of this Section 2.2(a) on the immediately succeeding Quarterly Interest Payment Date or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)).

        (ii)           In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Quarterly Interest Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest Payment Date pursuant to Article V hereof, and the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date in the amount provided in this clause (ii) or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)).

        (iii)          The obligation of the Company to repay the Debentures pursuant to this Section 2.2(a) shall be subject to (x) its obligations under Article VII to the holders of Senior Indebtedness and (y) until the earlier of (A) the Final Maturity Date and (B) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)), its obligations under Section 2.5 with respect to the payment of deferred interest on the Debentures.

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• • • • (iv)          Until the Debentures are paid in full or the Debentures become due and payable pursuant to Section 502 of the Base Indenture:

        • • • • (1)           the Company shall use Commercially Reasonable Efforts, subject to clause (v) of this Section 2.2(a), to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date, not more than 15 and not less than 10 Business Days prior to any Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Debentures in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 2.2(a); and

                (2)           if the Company is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Debentures on the applicable Repayment Date, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 90-day period ending on the date, not more than 15 and not less than 10 Business Days prior to the following Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Debentures in full on such following Repayment Date pursuant to clause (i)(z) of this Section 2.2(a); and

                (3)           the Company shall apply any such net proceeds to the repayment of the Debentures as provided in clause (vi) of this Section 2.2(a).

        (v)           The Company shall, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (iv) above in connection with such Repayment Date.  The Company shall be excused from its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 90-day period preceding the date of such Officers’ Certificate; and (B) either (a) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (b) the Market Disruption Event continued for only part of the period but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit

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• • • • repayment of the Debentures in full.  Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Debentures is to be repaid on the applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 5.1 setting forth the principal amount of the Debentures to be repaid on such Repayment Date, if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.2(a).  The entire principal amount of, and all accrued and unpaid interest on, the Debentures shall be due and payable on the applicable Repayment Date in the event the Company does not deliver an Officer’s Certificate pursuant to this clause (v) to the Trustee on or prior to the 10th Business Day immediately preceding such Repayment Date.

        (vi)          Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the Debentures on any Repayment Date will be applied, first, to pay deferred interest (including compounded interest thereon) to the extent of Eligible Proceeds raised pursuant to Section 2.6, second, to pay current interest to the extent not paid from other sources and, third, to repay the outstanding principal amount of Debentures, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any Pari Passu Securities in addition to the Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Debentures and those other Pari Passu Securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full.  If the Company raises less than $5 million of proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any Debentures on the Scheduled Maturity Date or the next Quarterly Interest Payment Date, as applicable, but will retain those net proceeds and use them to repay the Debentures on the next Quarterly Interest Payment Date as of which the Company has raised at least $5 million of net proceeds.

        (vii)         The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or purchase of the Debentures is permitted, except with the consent of Holders of a majority of the principal amount of the Debentures.  Except as aforesaid, the Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without the consent of the Holders of the Debentures.

(b)           Final Maturity Date .  The principal of, and all accrued and unpaid interest on, all outstanding Debentures shall be due and payable on May 15, 2067 or, if such date is not a

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Business Day, the following Business Day (the " Final Maturity Date "), regardless of the amount of Qualifying Capital Securities the Company may have issued and sold by that time.

SECTION 2.3.                        Form.

(a)           The Debentures shall be substantially in the form of Exhibit A attached hereto and shall be issued in fully registered definitive form without interest coupons.  Principal of and interest on the Debentures issued in definitive form will be payable, the transfer of such Debentures will be registrable and such Debentures will be exchangeable for Debentures bearing identical terms and provisions and notices and demands to or upon the Company in respect of the Debentures and the Indenture may be served at the Corporate Trust Office of the Trustee, and the Company appoints the Trustee as its agent for the foregoing purposes, provided that payment of interest may be made at the option of the Company by check mailed to the Holders at such address as shall appear in the Securities Register or by wire transfer in immediately available funds to the bank account number of the Holders specified in writing by the Holders not less than 10 days before the relevant Interest Payment Date and entered in the Securities Register by the Securities Registrar.  The Debentures may be presented for registration of transfer or exchange at the Securities Registrar Office.

(b)           The Debentures are initially issuable solely as Global Securities.  Registered Debentures shall be physically transferred to all beneficial owners in definitive form in exchange for their beneficial interests in a Global Security if the Depositary with respect to such Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, as the case may be, and a successor Depositary is not appointed by the Company within 90 days of such notice.

SECTION 2.4.                        Rate of Interest; Interest Payment Date.

(a)           Rate of Interest .  The Debentures shall bear interest from and including May 10, 2007 to but excluding May 15, 2037, at the rate of 6.50% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months.  Commencing on May 15, 2037, the Debentures shall accrue interest at an annual rate of Three-Month LIBOR plus 2.12% (the " Floating Rate "), payable quarterly in arrears.  The amount of Floating Rate interest payable on the Debentures for any Quarterly Interest Period will be computed on the basis of a 360-day year and the actual number of days elapsed in the 360-day year.  If a scheduled Quarterly Interest Payment Date is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding day that is a Business Day; provided that if Three-Month LIBOR applies and such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day.  Interest will accrue from and including the last date in respect of which interest has been paid or duly provided for, to but excluding the Interest Payment Date on which the interest is actually paid.

(b)           Interest Payment Dates .  Subject to the other provisions hereof, interest on the Debentures shall be payable (i) semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2007, until May 15, 2037 (each such date, a " Semi-Annual Interest Payment Date "), or if any such day is not a Business Day, the following Business Day (and no interest shall accrue as a result of such postponement) and (ii) thereafter, quarterly in

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arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2037 (each such date, a " Quarterly Interest Payment Date " and, together with Semi-Annual Interest Payment Dates, each, an " Interest Payment Date ").

(c)           Interest will be payable to the persons in whose name the Debentures are registered at the close of business on the Regular Record Date next preceding the relevant Interest Payment Date, except that interest payable at maturity shall be paid to the person to whom principal is paid.

SECTION 2.5.                        Interest Deferral.

Section 311 of the Base Indenture shall be superseded in its entirety by this Section 2.5.

(a)           Option to Defer Interest Payments .

• • • • (i)            The Company shall have the right at any time and from time to time, to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 succesive years; provided that no Deferral Period shall extend beyond the earlier of: (A) the Final Maturity Date, (B) the repayment or redemption date of the Debentures, and (C) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(i)).  If the Company has paid all deferred interest (including Additional Interest) on the Debentures, the Company shall have the right to elect to begin a new Deferral Period pursuant to this Section 2.5.

        (ii)           At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures to the Persons in whose names the Debentures are registered in the Securities Register at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period.

        (iii)          The Company may elect to pay interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.5(b).

(b)           Payment of Deferred Interest .  The Company will not pay any deferred interest on the Debentures (including Additional Interest thereon) from any source other than Eligible Proceeds prior to the Final Maturity Date, except at any time that the principal amount has been accelerated and such acceleration has not been rescinded or in the case of a Business Combination to the extent described below in this Section 2.5(c).  Notwithstanding the foregoing, the Company may pay current interest from any available funds.

(c)           Business Combination Exception .  If the Company is involved in a Business Combination where immediately after its consummation more than 50% of the voting stock of the Person formed by such Business Combination, or the Person that is the surviving entity of such Business Combination, or the Person to whom all or substantially all of the Company’s properties and assets are conveyed, transferred or leased in such Business Combination, is owned by the shareholders of the other party to such Business Combination,

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then Section 2.5(b) and Section 2.6 shall not apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of such Business Combination.

(d)           Notice of Deferral .  The Company shall give written