Exhibit 4.2


 


EXECUTION
VERSION


 


	
   

  



 


 


THE ALLSTATE
CORPORATION


 


TO


 


U.S. BANK NATIONAL
ASSOCIATION, as Trustee


 






 


FIFTEENTH
SUPPLEMENTAL INDENTURE TO

INDENTURE DATED DECEMBER 16, 1997

(SENIOR DEBT SECURITIES)


Dated as of May 13,
2009


 






 


7.450% Senior
Notes, Series B due 2019


 


	
   

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  Relation to Indenture; Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  RELATION TO INDENTURE

  	
  1

  
	
  Section 1.2.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  The Series of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  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 III

  	
   

  
	
   

  	
   

  
	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  PAYMENT OF EXPENSES

  	
  5

  
	
  Section 3.2.

  	
  PAYMENT UPON RESIGNATION OR REMOVAL

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  Miscellaneous Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  TRUSTEE NOT RESPONSIBLE FOR RECITALS

  	
  5

  
	
  Section 4.2.

  	
  ADOPTION, RATIFICATION AND CONFIRMATION

  	
  6

  
	
  Section 4.3.

  	
  COUNTERPARTS

  	
  6

  
	
  Section 4.4.

  	
  GOVERNING LAW

  	
  6

  



 


i

















 


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:


 


1

















 


(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 


 


2

















 


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 


 


3

















 


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 


 


4

















 


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 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 May 11, 2009, and
compensation and expenses of the Trustee under the Indenture in accordance with
the provisions of Section 607 of the Indenture.


 


Section 3.2.            PAYMENT UPON
RESIGNATION OR REMOVAL.  Upon
termination of this Fifteenth 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 Fifteenth Supplemental Indenture.


 


5

















 


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


 


Section 4.3.            COUNTERPARTS.  This Fifteenth 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 FIFTEENTH 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.


 


6

















 


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


 


	
   

  	
  THE ALLSTATE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven C. Verney

  
	
   

  	
   

  	
  Name: Steven C. Verney

  
	
   

  	
   

  	
  Title: Treasurer

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jennifer M. Hager

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Jennifer M. Hager

  	
   

  	
   

  
	
   

  	
  Title: Assistant Secretary

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carolina D.
  Altomare

  
	
   

  	
   

  	
  Name: Carolina D.
  Altomare

  
	
   

  	
   

  	
  Title: Vice President

  
					



 


7
















 


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. 020002 AX9

  



 


THE ALLSTATE CORPORATION


 


7.450% Senior Notes, Series B due 2019


 


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 16, 2019.  The Company further promises
to pay interest on said principal sum outstanding 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, semi-annually in arrears on May 16 and November 16 of each year commencing November 16, 2009 at the rate of 7.450% per annum, until the principal hereof
shall have become due and payable and, until the principal hereof is paid or
duly provided for or made available for payment.  The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months.  The amount of interest payable
for any partial period shall be computed on the basis of the number of actual
days elapsed in a 360-day year of twelve 30-day months.  In the event that any date on which interest
is payable on this Security is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such
delay).  A “Business Day” shall mean any
day, other than a Saturday or Sunday, on which banks in the City of New York
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 


 


A-1

















 


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


 


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


 


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


 


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


 


A-2

















 


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: May 13, 2009


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3

















 


(FORM OF REVERSE OF SECURITY)


 


This Security is one of a duly authorized issue of
securities of the Company, designated as its 7.450% Senior Notes, Series B due 2019 (herein referred to as the “Securities”),
issued under and pursuant to an Indenture, dated as of December 16, 1997
between the Company and U.S. Bank National Association, successor in interest
to State Street Bank and Trust Company, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), as amended by
the Third Supplemental Indenture dated as of July 23, 1999 and the Sixth
Supplemental Indenture dated as of June 12, 2000 and as supplemented by
the Fifteenth Supplemental Indenture, dated as of May 13, 2009, between the Company and the
Trustee (the Indenture as so amended and supplemented, the “Indenture”), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.


 


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


 


The Company may redeem the Securities, in whole or in
part, at any time 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.


 


“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 


 


A-4

















 


 


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 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 


 


A-5

















 


redemption.


 


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


 


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


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities of each series at the time Outstanding of each series to be
affected.  The Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.  No reference
herein to the Indenture and no provision of this Security or of the Indenture
(other than Section 1302 and Section 1303 of the Indenture) shall
alter or impair the obligation of the Company to pay the principal and interest
on the Security at the times, place and rate, and in the coin or currency,
herein prescribed.


 


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


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.  This Global
Security is exchangeable for Securities in definitive form only under certain
limited circumstances set forth in the Indenture.  Securities of this series so issued are
issuable only in registered form without coupons in denominations of $2,000 and
any integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations herein and therein set forth, Securities of this series so
issued are exchangeable for a 


 


A-6

















 


like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.


 


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


 


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


 


A-7