<PAGE>

                                                                 Exhibit No. 4.1
================================================================================

                            THE ALLSTATE CORPORATION

                                       TO

                 STATE STREET BANK AND TRUST COMPANY, as Trustee




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

                             Dated as of May 1, 2000
                 -----------------------------------------------




                          7 7/8% Senior Notes Due 2005



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


                                 Page 26 of 40
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                              <C>
ARTICLE IRelation to Indenture; Definitions.......................................................................1
         Section 1.1..............................................................................................1
         Section 1.2..............................................................................................2

ARTICLE IIThe Series of Securities................................................................................2
         Section 2.1.      TITLE OF THE SECURITIES................................................................2
         Section 2.2.      LIMITATION ON AGGREGATE PRINCIPAL AMOUNT...............................................2
         Section 2.3.      PRINCIPAL PAYMENT DATE.................................................................2
         Section 2.4.      INTEREST AND INTEREST RATES............................................................2
         Section 2.5.      PLACE OF PAYMENT.......................................................................3
         Section 2.6.      REDEMPTION.............................................................................3
         Section 2.7.      DENOMINATION...........................................................................5
         Section 2.8.      CURRENCY...............................................................................5
         Section 2.9.      FORM OF SECURITIES.....................................................................5
         Section 2.10.     SECURITIES REGISTRAR AND PAYING AGENT..................................................5
         Section 2.11.     SINKING FUND OBLIGATIONS...............................................................5
         Section 2.12.     DEFEASANCE AND COVENANT DEFEASANCE ....................................................5
         Section 2.13.     IMMEDIATELY AVAILABLE FUNDS ...........................................................5

ARTICLE IIIExpenses...............................................................................................6
         Section 3.1.      PAYMENT OF EXPENSES....................................................................6
         Section 3.2.      PAYMENT UPON RESIGNATION OR REMOVAL....................................................6

ARTICLE IVMiscellaneous Provisions................................................................................6
         Section 4.1.      TRUSTEE NOT RESPONSIBLE FOR RECITALS...................................................6
         Section 4.2.      ADOPTION, RATIFICATION AND CONFIRMATION................................................6
         Section 4.3.      COUNTERPARTS...........................................................................6
         Section 4.4.      GOVERNING LAW..........................................................................6

</TABLE>


                                 Page 27 of 40
<PAGE>

                            THE ALLSTATE CORPORATION

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

                                  $900,000,000

                          7 7/8% Senior Notes Due 2005


                  FIFTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2000, between
THE ALLSTATE CORPORATION, a Delaware corporation (the "Company"), and 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 (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 FIFTH 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 Fifth Supplemental
Indenture constitutes an integral part of the Indenture.

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

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

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

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

                                       -1-
                                  Page 28 of 40
<PAGE>

                                   ARTICLE II

                            The Series of Securities

                  Section 2.1. TITLE OF THE SECURITIES. There shall be a series
of Securities designated the "7 7/8% Senior Notes Due 2005" (the "Securities").

                  Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The
aggregate principal amount of the Securities shall initially be limited to
$900,000,000. 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 1, 2005, 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 7/8% per annum, accruing from May 1, 2000, 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
semiannually in arrears on May 1 and November 1 of each year commencing November
1, 2000 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 the April 15 or October 15 prior to such
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for in respect of any Security shall forthwith cease to be payable to
the registered Holder on such Regular Record Date and may either be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the 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.

                                       2
                                 Page 29 of 40
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                  (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 semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 20 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:

                  -        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

                  -        if such release (or any successor release) is not
                           published during the week preceding the calculation
                           date or does not contain such yields, the rate per
                           annum equal to the semiannual 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:

                  -        each of Morgan Stanley & Co. Incorporated, Donaldson,
                           Lufkin & Jenrette Securities Corporation and Lehman
                           Brothers 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 New York City (a "Primary Treasury
                           Dealer"), we shall substitute therefor another
                           Primary Treasury Dealer; and

                                       3
                                 Page 30 of 40
<PAGE>

                  -        any two other Primary Treasury Dealer selected by us.

         "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.

         We 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 we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the securities or portions
thereof called for redemption.

                  Section 2.7. DENOMINATION. The Securities of this series shall
be issuable only in registered form without coupons and in denominations of
$1,000 and integral multiples 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 REGISTRAR AND PAYING AGENT. The
Trustee shall serve initially as Securities Registrar and Paying Agent.

                  Section 2.11. SINKING FUND OBLIGATIONS. The Company has no
obligation to redeem or purchase any Securities pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.

                  Section 2.12 DEFEASANCE AND COVENANT DEFEASANCE. The Company
has elected to have both Section 1302 (relating to defeasance) and Section 1303
(relating to covenant defeasance) applied to the Securities.

                  Section 2.13 IMMEDIATELY AVAILABLE FUNDS. All payments of
principal and interest shall be made in immediately available funds.

                                   ARTICLE III

                                    Expenses

                  Section 3.1. PAYMENT OF EXPENSES. In connection with the
offering, sale and issuance of the Securities, the Company, in its capacity as
borrower with respect to the Securities, shall pay all costs and expenses
relating to the offering, sale and issuance of the Securities, including
commissions to the underwriters payable pursuant to the Underwriting Agreement,
dated April 26, 2000, and compensation and expenses of the Trustee under the
Indenture in accordance with the provisions of Section 607 of the Indenture.

                                       4
                                 Page 31 of 40
<PAGE>

                  Section 3.2. PAYMENT UPON RESIGNATION OR REMOVAL. Upon
termination of this Fifth Supplemental Indenture or the Indenture or the removal
or resignation of the Trustee, unless otherwise stated, the Company shall pay to
the Trustee all amounts accrued to the date of such termination, removal or
resignation.

                                   ARTICLE IV

                            Miscellaneous Provisions

                  Section 4.1. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The
recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this Fifth
Supplemental Indenture.

                  Section 4.2. ADOPTION, RATIFICATION AND CONFIRMATION. The
Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is
in all respects hereby adopted, ratified and confirmed.

                  Section 4.3. COUNTERPARTS. This Fifth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same
instrument.

                  Section 4.4. GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE
AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

                                       5
                                 Page 32 of 40
<PAGE>

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


                                                   THE ALLSTATE CORPORATION


                                                   By:
                                                      -------------------------
                                                   Name:
                                                   Title:

ATTEST:


By:
   -----------------------
Name:
Title:


                                            STATE STREET BANK AND TRUST COMPANY,
                                            as Trustee



                                            By:
                                               -------------------------------
                                            Name:
                                            Title:

                                       6
                                 Page 33 of 40
<PAGE>

                                                                       EXHIBIT A
                           (FORM OF FACE OF SECURITY)

                  This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.

                  Unless this Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any Security issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.

Certificate No.                                              $
                                                              ------------------
                                                             CUSIP No. 020002AL5

                            THE ALLSTATE CORPORATION

                          7 7/8% Senior Notes Due 2005


                  THE ALLSTATE CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE
& CO. or registered assigns, the principal sum of____________ ($_________ )
on May 1, 2005. The Company further promises to pay interest on said
principal sum outstanding from May 1, 2000, 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, semiannually (subject to deferral as set
forth herein) in arrears on May 1 and November 1 of each year commencing
November 1, 2000 at the rate of 7 7/8% per annum, until the principal hereof
shall have become due and payable and, until the principal hereof is paid or
duly provided for or made available for payment. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a
360-day year of twelve 30-day months. The amount of interest payable for any
partial period shall be computed on the basis of the number of actual days
elapsed in a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on this Security is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay). A "Business Day" shall mean any day, other than a
Saturday or Sunday, on which the banks in the City of New York and Boston,
Massachusetts are not required by law to close. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on April 15 or October 15 prior to such Interest Payment
Date. Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date to be fixed by the Trustee for the payment
of such Defaulted Interest, notice whereof shall be given to the Holder of
this Security not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

                                       A-1
                                 Page 34 of 40
<PAGE>

                  The principal of (and premium, if any) and the interest on
this Security shall be payable at the office or agency of the Company maintained
for that purpose in the United States in such coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that payment of interest may be
made at the option of the Company by check mailed to the registered Holder at
such address as shall appear in the Security Register. Notwithstanding the
foregoing, so long as the Holder of this Security is Cede & Co., the payment of
the principal of (and premium, if any) and interest on this Security will be
made at such place and to such account as may be designated by Cede & Co. All
payments of principal and interest hereunder shall be made in immediately
available funds.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid for any purpose.

                                       A-2
                                 Page 35 of 40
<PAGE>

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

                                           THE ALLSTATE CORPORATION



                                           By:
                                              ------------------------------
                                           Name:
                                           Title:



Attest:



By:
   ---------------------------
   Name:
   Title:

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

Dated:

STATE STREET BANK AND TRUST COMPANY,
as Trustee



By:
   ----------------------------------------
                  Authorized Signatory

                                       A-3
                                 Page 36 of 40
<PAGE>

                          (FORM OF REVERSE OF SECURITY)

                  This Security is one of a duly authorized issue of securities
of the Company, designated as its 7 7/8% Senior Notes (herein referred to as the
"Securities"), issued under and pursuant to an Indenture, dated as of December
16, 1997 between the Company and State Street Bank and Trust Company, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), as supplemented by the Fifth Supplemental Indenture, dated as of
May 1, 2000, between the Company and the Trustee (the Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

                  All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  The Company may redeem the Securities, in whole or in part, at
any time 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, the sum of the present values of the remaining
scheduled payments of principal of and interest thereon 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 semiannual basis (
assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 20 basis points, plus, in either of the above cases, accrued
and unpaid interest thereon to the redemption date.

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

                  -        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

                  -        if such release (or any successor release) is not
                           published during the week preceding the calculation
                           date or does not contain such yields, the rate per
                           annum equal to the semiannual 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

                                       A-4
                                 Page 37 of 40
<PAGE>

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:

                  -        each of Morgan Stanley & Co. Incorporated, Donaldson,
                           Lufkin & Jenrette Securities Corporation and Lehman
                           Brothers 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 New York City (a "Primary Treasury
                           Dealer"), we shall substitute therefor another
                           Primary Treasury Dealer; and

                  -        any two other Primary Treasury Dealer selected by us.

                  "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.

                  We 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 we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the securities or
portions thereof called for redemption.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.

                  The Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities of each series at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the

                                       A-5
                                 Page 38 of 40
<PAGE>

registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture (other than Section 1302 and Section 1303 of the
Indenture) shall alter or impair the obligation of the Company to pay the
principal and interest on the Security at the times, place and rate, and in the
coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 1002 of
the Indenture duly endorsed by, or accompanied by a written instrument of
transfer, in form satisfactory to the Company and the Securities Registrar, duly
executed by the Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

                                       A-6
                                 Page 39 of 40
<PAGE>

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  This Global Security is exchangeable for Securities in
definitive form only under certain limited circumstances set forth in the
Indenture. Securities of this series so issued are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations herein
and therein set forth, Securities of this series so issued are exchangeable for
a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

                  The Company and, by its acceptance of this Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Security agree that for United States federal,
state and local tax purposes it is intended that this Security constitute
indebtedness.

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

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                                 Page 40 of 40