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THE ALLSTATE CORPORATION

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

$700,000,000

7.450% Senior Notes, Series B due 2019

FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of May 13, 2009, between THE ALLSTATE CORPORATION, a Delaware corporation (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, organized under the laws of the United States, as successor in interest to STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of the Commonwealth of Massachusetts, as Trustee (the “ Trustee ”).

RECITALS

The Company has heretofore executed and delivered to the Trustee an Indenture for Senior Debt Securities, dated as of December 16, 1997, as amended by the Third Supplemental Indenture dated as of July 23, 1999 and the Sixth Supplemental Indenture dated as of June 12, 2000 (the “ Indenture ”), providing for the issuance from time to time of series of the Company’s Securities.

Section 301 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture.

Section 901(7) of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as provided by Sections 201 and 301 of the Indenture.

NOW, THEREFORE, THIS FIFTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities of such series, as follows:

ARTICLE I
RELATION TO INDENTURE; DEFINITIONS

Section 1.1.             RELATION TO INDENTURE.  This Fifteenth Supplemental Indenture constitutes an integral part of the Indenture.

Section 1.2.             DEFINITIONS.  For all purposes of this Fifteenth Supplemental Indenture:

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(a)           Capitalized terms used herein without definition shall have the meanings specified in the Indenture;

(b)          All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fifteenth Supplemental Indenture; and

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

ARTICLE II
THE SERIES OF SECURITIES

Section 2.1.             TITLE OF THE SECURITIES.  There shall be a series of Securities designated the “7.450% Senior Notes, Series B due 2019” (the “ Securities ”).

Section 2.2.             LIMITATION ON AGGREGATE PRINCIPAL AMOUNT.  The aggregate principal amount of the Securities shall initially be limited to $700,000,000.  The Company may, without the consent of the holders of the Securities, issue additional Securities having the same interest rate, maturity date and other terms as described in the related prospectus supplement and prospectus.  Any additional Securities, together with the Securities offered by the related prospectus supplement, will constitute a single series of Securities under the Indenture.  No additional Securities may be issued if an Event of Default under the Indenture has occurred and is continuing with respect to the Securities.

Section 2.3.             PRINCIPAL PAYMENT DATE.  The principal amount of the Securities outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on May 16, 2019, which date shall be the Stated Maturity of the Securities Outstanding.

Section 2.4.             INTEREST AND INTEREST RATES.  The rate of interest on each Security shall be 7.450% per annum, accruing from May 13, 2009, or from the most recent interest payment date (each such date, an “ Interest Payment Date ”) to which interest has been paid or duly provided for, payable semi-annually in arrears on May 16 and November 16 of each year commencing November 16, 2009 until the principal thereof shall have become due and payable, and until the principal thereof is paid or duly provided for or made available for payment.  The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.  The amount of interest payable for any partial period shall be computed on the basis of the actual number of days elapsed in a 360-day year of twelve 30-day months.  In the event that any date on which interest is payable on any Security is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay).  A “ Business Day ” shall mean any day, other than a Saturday or Sunday, on which banks in the City of New York and Boston, Massachusetts are not required by law to close.  The interest installment so payable in respect of any Security, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on May 1 or November 1 prior to such Interest Payment Date.  Any such

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interest installment not punctually paid or duly provided for in respect of any Security shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice whereof shall be given to the Holders of this series of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Section 2.5.             PLACE OF PAYMENT.  The Place of Payment where the Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Securities and the Indenture may be served shall be the Corporate Trust Office of the Trustee.

Section 2.6.             REDEMPTION.

(a)            The Company may redeem the Securities, in whole or in part, at any time at a redemption price equal to the greater of (i) 100% of the principal amount of such securities to be redeemed or (ii) an amount, as determined by an Independent Investment Banker, equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the securities to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 45 basis points, plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date.

(b)            For the purposes of this Section 2.6,

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

(i)             the yield, under the heading which represents the average for the  immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” published by  the Board of Governors of the Federal Reserve System (or any  successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities  adjusted to constant maturity) under the caption “Treasury  Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue.  If no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month; or

(ii)            if such release (or any successor release) is not published during the week

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preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

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

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the securities to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such securities (“ Remaining Life ”).

“ Comparable Treasury Price ” means (i) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

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

“ Reference Treasury Dealer ” means:

(i)             each of Goldman, Sachs & Co., Barclays Capital Inc. and J.P. Morgan Securities Inc., and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “ Primary Treasury Dealer ”), the Company shall substitute therefor another  Primary Treasury Dealer; and

(ii)            any two other Primary Treasury Dealers selected by the Company.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City Time, on the third business day preceding such redemption date.

The Company will mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each holder of the securities to be redeemed.  If less than all of the securities are to be redeemed, the trustee will select, by such method as it will deem fair and appropriate, including pro rata or by lot, the securities to be redeemed in whole or in part.

Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the securities or portions thereof called for

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redemption.

Section 2.7.             DENOMINATION.  The Securities of this series shall be issuable only in registered form without coupons and in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.8.             CURRENCY.  Principal and interest on the Securities shall be payable in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Section 2.9.             FORM OF SECURITIES.  The Securities shall be substantially in the form attached as EXHIBIT A hereto.

Section 2.10.           SECURITIES