exv4w2






Exhibit 4.2




CERTIFICATE OF

EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

AND

EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY

PURSUANT TO SECTIONS 1.2, 2.1, 3.1 AND 3.3

OF THE INDENTURE




MAY 5, 2010



     The undersigned, Anthony J. Park and Michael L. Gravelle, do hereby certify that they are the
duly appointed and acting Executive Vice President and Chief Financial Officer and Executive Vice
President, General Counsel and Corporate Secretary, respectively, of Fidelity National Financial,
Inc. (formerly known as Fidelity National Title Group, Inc.), a Delaware corporation (the
“Company”). Whereas the Company has determined to issue, offer and sell a newly
established series of Securities (as defined in the Indenture referred to below) to the public, at
an initial public offering price equal to 99.897% of the principal amount of such Securities, in an
underwritten public offering, subject to underwriting discounts and commissions equal to 0.625% of
the principal amount of such Securities, each of the undersigned also hereby certifies in the
capacities set forth above, pursuant to Sections 1.2, 2.1, 3.1 and 3.3 of the Indenture (the
“Base Indenture”), dated as of December 8, 2005, between Fidelity National Title Group,
Inc. (as predecessor in interest to the Company) and The Bank of New York Trust Company, N.A. (now
known as The Bank of New York Mellon Trust Company, N.A.), as Trustee, as amended by the First
Supplemental Indenture (the “First Supplemental Indenture”), dated as of January 6, 2006,
between such parties, and by the Second Supplemental Indenture (the “Second Supplemental
Indenture,” and the Base Indenture, as amended by the First Supplemental Indenture and the
Second Supplemental Indenture, the “Indenture”), dated as of the date hereof (and
heretofore executed and delivered), between such parties, that:



     A. The Board of Directors of the Company, pursuant to resolutions duly adopted by such Board
of Directors (a copy of such resolutions being attached hereto as Exhibit A), has
authorized the undersigned to take such action as is necessary to establish such new series of
Securities to be issued under the Indenture, and to determine and establish the form and terms
thereof, and the undersigned, pursuant to the Indenture, hereby establish such new series with the
terms set forth below in this clause A and elsewhere in this Certificate:




     1. The title of the Securities of the series is “6.60% Senior Notes due 2017” (the
“Notes”), CUSIP number 31620RAC9.




     2. The limit upon the aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture (except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes
pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 10.7 of the Indenture, and except as provided in
the last sentence of Section 3.1(c) of the Indenture) is three hundred million Dollars
($300,000,000). The limit upon the aggregate principal amount of the Notes may be increased
by the Company without the consent of the holders of any outstanding Notes.



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     3. The date on which the principal of the Notes is payable, unless the Notes are
theretofore accelerated or redeemed pursuant to the Indenture, shall be May 15, 2017. The
Notes shall bear no premium.




     4. The rate at which the Notes shall bear interest shall be 6.60% per annum. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months and shall be
payable semi-annually in arrears in accordance herewith and with the Indenture.




     5. Interest on the Notes shall accrue on the principal amount from, and including, the
most recent date to which interest has been paid or provided for or, if no interest has been
paid, from, and including, the date hereof, in each case to, but excluding, the next
Interest Payment Date or May 15, 2017, as the case may be.




     6. The Interest Payment Dates of the Notes shall be May 15 and November 15 of each
year. The initial Interest Payment Date shall be November 15, 2010. The Regular Record
Date corresponding to any Interest Payment Date occurring on May 15 shall be the immediately
preceding May 1, and the Regular Record Date corresponding to any Interest Payment Date
occurring on November 15 shall be the immediately preceding November 1. Interest payable on
the Notes on an Interest Payment Date shall be payable to the persons in whose name the
Notes are registered at the close of business on the Regular Record Date for such Interest
Payment Date, except that interest payable on May 15, 2017 shall be payable to the persons
to whom principal is payable on such date; provided, however, that Defaulted Interest shall
be payable as provided in the Indenture.




     7. The Place of Payment where the principal of and interest on the Notes shall be
payable is at the agency of the Trustee maintained for that purpose at the office of The
Bank of New York Mellon Trust Company, N.A., 101 Barclay Street, Floor 21W, New York, New
York 10286; provided, however, that payment of interest, other than on May 15, 2017, may be
made at the option of the Company by check mailed to the address of the person entitled
thereto as such address shall appear in the Register; and provided further that the
Depository, or its nominee, as holder of Notes in global form, shall be entitled to receive
payments of interest and principal by wire transfer of immediately available funds.




     8. Article 10 of the Indenture shall apply to the Notes.




	 	(a)	 	The Notes shall be redeemable, at the option of the Company, at
any time in whole, or from time to time in part, at a Redemption Price, payable
in cash, equal to the greater of: (x) 100% of the principal amount of the Notes
to be redeemed; and (y) the sum of the present values of the remaining (as of
the Redemption Date for such redemption) scheduled interest and principal
payments on the Notes (or portions thereof) to be redeemed (excluding interest
accrued to such Redemption Date), discounted to such Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Yield plus fifty (50) basis points, in each case
plus unpaid interest that has accrued to, but excluding, such Redemption Date;




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	 	 	 	provided, however, that if such Redemption Date is after a Regular Record
Date for the Notes and on or before the related Interest Payment Date, then
the payment of interest becoming due on such Interest Payment Date shall be
payable, on such Interest Payment Date, to the Holder of record at the close
of business on such Regular Record Date, and the Redemption Price shall not
include unpaid interest that has accrued to, but excluding, such Redemption
Date. The Notes shall not be redeemable by the Company except as provided
in the immediately preceding sentence. The Notes shall not be redeemable at
the election of any Holder, except to the extent that the principal of, and
interest on, the Notes may be accelerated in accordance with Article 5 of
the Indenture.
	 
	 	(b)	 	For purposes of the Notes, the following definitions shall be
inserted in Section 1.1 of the Indenture:
	 
	 	 	 	“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 Notes and that would be utilized, 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 the Notes.
	 
	 	 	 	“Comparable Treasury Price” of a Comparable Treasury Issue means,
with respect to any Redemption Date: (x) the average of the bid and the
asked prices for such Comparable Treasury Issue, expressed as a percentage
of its principal amount, at 4:00 p.m. on the third (3rd) Business Day
preceding such Redemption Date, as set forth on “Telerate Page 500,” or such
other page as may replace Telerate Page 500; or (y) if Telerate Page 500, or
any successor page, is not displayed or does not contain bid and asked
prices for such Comparable Treasury Issue at that time, the average of the
Reference Treasury Dealer Quotations obtained by the Trustee for such
Redemption Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or, if the Trustee is unable to obtain at least
four (4) such Reference Treasury Dealer Quotations, the average of all
Reference Treasury Dealer Quotations obtained by the Trustee.
	 
	 	 	 	“Independent Investment Banker” means one of the Reference Treasury
Dealers, or its successor, selected by the Company or, if it is unwilling or
unable to select the applicable Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
and reasonably acceptable to the Company.
	 
	 	 	 	“Reference Treasury Dealers” means Banc of America Securities LLC
and J.P. Morgan Securities Inc. (or their respective successors) and three
(3) other primary U.S. government securities dealers in New York City
selected by Banc of America Securities LLC and J.P. Morgan Securities




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	 	 	 	Inc. (each, a “Primary Treasury Dealer”). If any of the foregoing
ceases to be a Primary Treasury Dealer, the Company shall substitute another
Primary Treasury Dealer in its place.
	 
	 	 	 	“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Notes, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Notes, expressed in each case as a
percentage of its principal amount, quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
(3rd) Business Day preceding such Redemption Date.
	 
	 	 	 	“Treasury Yield” means, with respect to any Redemption Date
applicable to the Notes, the rate per annum equal to the semiannual
equivalent yield to maturity, computed as of the third (3rd) Business Day
immediately preceding such Redemption Date, of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue, expressed as a
percentage of its principal amount, equal to the applicable Comparable
Treasury Price for such Redemption Date.
	 
	 	(c)	 	For purposes of the Notes, (i) the phrase “equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof” in Section 10.3 of the Indenture shall be replaced with the phrase
“equal to any authorized denomination for Securities of that series”; (ii) the
phrase “in such manner as the Trustee shall deem fair and appropriate” in
Section 10.3 of the Indenture shall be replaced with the phrase “on a pro rata
basis or by any other method the Trustee deems fair and appropriate”; (iii) the
phrase “the Redemption Price” in Section 10.4(2) shall be replaced with the
phrase “the Redemption Price and the aggregate principal amount to be redeemed
pursuant to such redemption”; and (iv) the clause “, and (unless the Redemption
Date shall be an Interest Payment Date) interest accrued to the Redemption Date
on,” in Section 10.5 of the Indenture shall be deleted.
	 
	 	(d)	 	For purposes of the Notes, the text of the first (1st)
paragraph of Section 10.6 of the Indenture shall be amended to read as follows:
	 
	 	 	 	Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the applicable Redemption Date, become due and payable at
the Redemption Price therein specified (subject to the Company’s obligation,
if applicable, to pay, on the Interest Payment Date that occurs on, or
immediately following, such Redemption Date, unpaid interest on such
Securities that has accrued to, but excluding, such Interest Payment Date),
and from and after such Redemption Date (unless the Company shall default in
the payment of the Redemption Price or, if applicable, such interest) such
Securities shall cease to be Outstanding or to bear interest. Upon
surrender of any such Security for redemption in




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	 	 	 	accordance with said notice, such Security shall be paid by the Company at
the Redemption Price; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date
shall, without duplication, be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant record date according to their terms and this
Indenture.






     9. There shall be no obligation of the Company to redeem or purchase the Notes pursuant
to any sinking fund or analogous provisions, or to repay any of the Notes prior to May 15,
2017 at the option of a Holder thereof. Article 11 of the Indenture shall not apply to the
Notes.




     10. The Notes shall be issued in fully registered form as Registered Securities (and
shall in no event be issuable in the form of Bearer Securities) in denominations of two
thousand Dollars ($2,000) or any amount in excess thereof which is an integral multiple of
one thousand Dollars ($1,000). The Notes shall be denominated, and all payments thereon
shall be made, in Dollars.




     11. The principal amount of the Notes shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.2 of the Indenture, and the Notes shall not
constitute an Original Issue Discount Security.




     12. Article 4 of the Indenture shall apply to the Notes. For purposes of the Notes,
each occurrence of the phrase “Sections 7.1, 9.4 (other than the Company’s obligation to
maintain its corporate existence), 9.8 and 9.10” in Section 4.5 of the Indenture shall be
replaced with the phrase “Sections 7.1, 9.4 (other than the Company’s obligation to maintain
its corporate existence), 9.6, 9.8, 9.9 and 9.10”.




     13. No Additional Amounts shall be payable on or in respect of the Notes.




     14. The Notes shall initially be issued in global form. The Depository Trust Company
shall be the initial Depository for the Notes. The Notes shall be transferred only in
accordance with the provisions of Section 3.5 of the Indenture. Beneficial interests in
Notes issued in global form shall be exchangeable for certificated Securities representing
such Notes only in the circumstances set forth in the seventh (7th) paragraph of Section 3.5
of the Indenture.




     15. For purposes of the Notes, amounts deposited pursuant to Section 4.1 of the
Indenture may, notwithstanding anything to the contrary in the Indenture, consist of cash,
Government Obligations or a combination of cash and Government Obligations, in each case on
the same basis on which the Company is permitted, pursuant to Section 4.6(a) of the
Indenture, to deposit cash, Government Obligations or a combination of cash and Government
Obligations to effect a defeasance or covenant defeasance.



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     16. For purposes of the Notes, the following sentence shall be inserted at the end of
the first paragraph of Section 1.6 of the Indenture: “For avoidance of doubt, notice to any
Holder(s) of any Security that is issued in global form and registered in the name of a
Depository or a nominee thereof shall be sufficient in all respects if given in compliance
with the rules, policies, procedures, practices or instructions of such Depository.”




     17. For avoidance of doubt, (i) the phrase “accrued interest” in Section 5.2 of the
Indenture refers to accrued and unpaid interest; and (ii) the phrase “interest upon
installments of interest” in Section 5.2(1) of the Indenture refers to interest upon overdue
installments of interest.




     18. For purposes of the Notes, the following sentences shall be inserted at the end of
Section 9.6 of the Indenture: “For avoidance of doubt, in no event shall the Company be
required to deliver to, or file with, the Trustee any material for which the Company is
seeking, or has received, confidential treatment from the Commission. For purposes of this
Section 9.6, each document or other report of the Company that is filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended,
shall be deemed to be delivered to, and filed with, the Trustee (and, if applicable, the
Holders) if such document or report is so filed through the Commission’s EDGAR or IDEA
database (or any successor thereto).”




     19. For purposes of the Notes, the phrase “a Default in payment on the Securities of
any series” in Section 6.6 shall be replaced with the phrase “a Default with respect to
Securities of any series (other than a Default in payment on Securities of such series)”.



     B. The form of the global Security representing the Notes is attached hereto as Exhibit
B.



     C. The Notes shall be initially issued on the date hereof.



     D. The Trustee is appointed as the initial Registrar and Paying Agent.



     E. For avoidance of doubt, the Second Supplemental Indenture has been executed and delivered,
and has become effective, prior to the execution and delivery of this Certificate, the
establishment of the series constituting the Notes and the execution, authentication and delivery
of the Notes, and the Notes shall be subject to the Second Supplemental Indenture.



     F. The foregoing form and terms of the Notes have been established in conformity with the
provisions of the Indenture.



     G. The undersigned have read the provisions of Sections 3.1 and 3.3 of the Indenture and the
definitions relating thereto and the resolutions adopted by the Board of Directors of the Company
delivered herewith and have examined the form of global Security representing the Notes. Each of
the undersigned certifies that, in his opinion, (i) he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or not all conditions
precedent provided in the Indenture relating to the establishment, authentication



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and delivery of the series of Securities under the Indenture designated as the Notes in this
Certificate have been complied with; and (ii) all such conditions precedent have been complied
with.



     H. The undersigned, by execution of this Certificate, hereby certify that attached hereto as
Exhibits A and B, respectively, are (i) copies of resolutions duly adopted by the
Board of Directors of the Company on April 21, 2010 pursuant to which the issuance of the Notes has
been approved and the authority to set and establish the terms of the Notes in this Certificate and
pursuant to Sections 2.1 and 3.1 of the Indenture has been granted to the undersigned; and (ii) the
form of global Security representing the Notes as approved by the undersigned.



     Capitalized terms used herein without definition shall have the respective meanings ascribed
to them in the Indenture.



[Remainder of Page Intentionally Left Blank]




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     In Witness Whereof, each of the undersigned has hereunto set his hand as of the date
first set forth above.



	 	 	 	 	 
	 	 	 
	 	                                                 /s/ Anthony J. Park
 	 
	 	Anthony J. Park 	 
	 	Executive Vice President and

Chief Financial Officer 	 
	 
	 	 	 
	 	                                              /s/ Michael L. Gravelle
 	 
	 	Michael L. Gravelle 	 
	 	Executive Vice President, General Counsel and
Corporate Secretary 	 
	 




 









 





EXHIBIT A




[RESOLUTIONS]



A-1









 





EXHIBIT B




FORM OF 6.60% SENIOR NOTE DUE 2017


THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 	 	 
	No. A-1
	 	CUSIP No.: 31620RAC9






6.60% SENIOR NOTE DUE 2017




     Fidelity National Financial, Inc., a Delaware corporation, promises to pay to Cede &
Co., or its registered assigns, the principal sum of three hundred million Dollars ($300,000,000)
on May 15, 2017.


Interest Payment Dates: May 15 and November 15, with the first Interest Payment Date to be
November 15, 2010



Regular Record Dates: May 1 and November 1



Authenticated: May 5, 2010



Dated: May 5, 2010




	 	 	 	 	 	 	 	 	 	 	 

	Fidelity National Financial, Inc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 










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Certificate of Authentication




     The Bank of New York Mellon Trust Company, N.A., as Trustee, certifies that this is
one of the Securities of the series described in the within-mentioned Indenture.



	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company, N.A. 
     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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Fidelity National Financial, Inc.




6.60% SENIOR NOTE DUE 2017



     1. INTEREST. Fidelity National Financial, Inc., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Security at the rate
of 6.60% per annum, payable semiannually in arrears on May 15 and November 15 of each year (each,
an “Interest Payment Date”), commencing on November 15, 2010, until the principal is paid
or made available for payment. Interest on this Security will accrue from, and including, the most
recent date to which interest has been paid or provided for or, if no interest has been paid, from,
and including, the date hereof, in each case to, but excluding, the next Interest Payment Date or
May 15, 2017, as the case may be. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.



     2. METHOD OF PAYMENT. The Company shall pay interest on this Security (except defaulted
interest, if any, which shall be paid on such special payment date as may be fixed in accordance
with the Indenture referred to below) to the persons who are registered Holders at the close of
business on the May 1 or November 1 immediately preceding the applicable Interest Payment Date,
except that interest payable on May 15, 2017 shall be payable to the persons to whom principal is
payable on such date. A holder must surrender this Security to a Paying Agent to collect principal
payments. The Company shall pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts.



     3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A.,
shall act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent,
Registrar or co-Registrar without notice. The Company or any of its Subsidiaries may act as Paying
Agent, Registrar or co-Registrar.



     4. INDENTURE. The Company issued this Security under the Indenture (the “Base
Indenture”), dated as of December 8, 2005, between Fidelity National Title Group, Inc. (as
predecessor in interest to the Company) and The Bank of New York Trust Company, N.A. (now known as
The Bank of New York Mellon Trust Company, N.A.), as Trustee, as amended by the First Supplemental
Indenture (the “First Supplemental Indenture”), dated as of January 6, 2006, between such
parties, and by the Second Supplemental Indenture (the “Second Supplemental Indenture,” and
the Base Indenture, as amended by the First Supplemental Indenture and the Second Supplemental
Indenture, the “Indenture”), dated as of May 5, 2010, between such parties. The terms of
this Security were established pursuant to an Officers’ Certificate, dated May 5, 2010 (the
“Establishing Officers’ Certificate”), which modifies certain provisions of the Indenture
for purposes of this Security. The terms of this Security include those stated in the Indenture
(as modified by the Establishing Officers’ Certificate), those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (“TIA”) and those set forth in the
Establishing Officers’ Certificate. This Security is subject to all such terms, and Holders are
referred to the Indenture, the TIA and the Establishing Officers’ Certificate. The Company will
provide a copy of the Indenture and the Establishing Officers’ Certificate, without charge, upon
written request to the Company sent to 601 Riverside Avenue, Jacksonville, Florida 32204,



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Attention: Corporate Secretary. Capitalized terms used herein without definition shall have
the respective meanings ascribed to them in the Indenture.




     5. PERSONS DEEMED OWNERS. The registered Holder or Holders of this Security shall be treated
as owners of it for all purposes.



     6. OPTIONAL REDEMPTION. This Security is redeemable, at the option of the Company, at any
time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to the
greater of: (x) 100% of the principal amount to be redeemed; and (y) the sum of the present values
of the remaining (as of the Redemption Date for such redemption) scheduled interest and principal
payments on this Security (or the portion hereof) to be redeemed (excluding interest accrued to
such Redemption Date), discounted to such Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Yield plus fifty (50) basis
points, in each case plus unpaid interest that has accrued to, but excluding, such Redemption Date;
provided, however, that if such Redemption Date is after a Regular Record Date for this Security
and on or before the related Interest Payment Date, then the payment of interest becoming due on
such Interest Payment Date shall be payable, on such Interest Payment Date, to the Holder of record
hereof at the close of business on such Regular Record Date, and the Redemption Price shall not
include unpaid interest that has accrued to, but excluding, such Redemption Date. This Security
shall not be redeemable by the Company except as provided in the immediately preceding sentence.
This Security shall not be redeemable at the election of any Holder, except to the extent that the
principal of, and interest on, this Security may be accelerated in accordance with Article 5 of the
Indenture.



     For purposes of determining the Redemption Price, the following definitions are applicable:




     “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
this Security and that would be utilized, 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 this Security.




     “Comparable Treasury Price” of a Comparable Treasury Issue means, with respect
to any Redemption Date: (x) the average of the bid and the asked prices for such Comparable
Treasury Issue, expressed as a percentage of its principal amount, at 4:00 p.m. on the third
(3rd) Business Day preceding such Redemption Date, as set forth on “Telerate Page 500,” or
such other page as may replace Telerate Page 500; or (y) if Telerate Page 500, or any
successor page, is not displayed or does not contain bid and asked prices for such
Comparable Treasury Issue at that time, the average of the Reference Treasury Dealer
Quotations obtained by the Trustee for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or, if the Trustee is unable to obtain
at least four (4) such Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations obtained by the Trustee.



B-4









 






     “Independent Investment Banker” means one of the Reference Treasury Dealers, or
its successor, selected by the Company or, if it is unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee and reasonably acceptable to the Company.




     “Reference Treasury Dealers” means Banc of America Securities LLC and J.P.
Morgan Securities Inc. (or their respective successors) and three (3) other primary U.S.
government securities dealers in New York City selected by Banc of America Securities LLC
and J.P. Morgan Securities Inc. (each, a “Primary Treasury Dealer”). If any of the
foregoing ceases to be a Primary Treasury Dealer, the Company shall substitute another
Primary Treasury Dealer in its place.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date for this Security, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue for this Security,
expressed in each case as a percentage of its principal amount, quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
(3rd) Business Day preceding such Redemption Date.




     “Treasury Yield” means, with respect to any Redemption Date applicable to this
Security, the rate per annum equal to the semiannual equivalent yield to maturity, computed
as of the third (3rd) Business Day immediately preceding such Redemption Date, of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as
a percentage of its principal amount, equal to the applicable Comparable Treasury Price for
such Redemption Date.



     7. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date, Stated
Maturity or Maturity of this Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of the Indenture or of this Security), payment of principal or
interest need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect as if made on such
date; provided that no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.



     8. UNCLAIMED MONEY. Subject to the terms of the Indenture, if money for the payment of
principal or interest remains unclaimed for two (2) years, the Trustee or Paying Agent shall pay
the money back to the Company at its request, and thereafter Holders entitled to the money shall,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.



     9. AMENDMENT, SUPPLEMENT. Subject to certain exceptions, the Indenture or this Security may
be amended or supplemented with the consent of at least a majority in aggregate principal amount of
the Holders affected by the amendment. Without the consent of any Holder, the Company and the
Trustee may amend or supplement the Indenture or this



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Security to, among other things, cure certain ambiguities or correct certain mistakes or to
create another series of Securities and establish its terms.




     10. DEFAULTS AND REMEDIES. The Events of Default set forth in Sections 5.1(1), (2), (3), (4),
(5) and (6) of the Indenture apply to this Security.



          If an Event of Default with respect to the Outstanding securities of the same series as this
Security occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of all Outstanding securities of the same series as this Security, by written
notice to the Company (and, if given by the Holders, to the Trustee), may declare the principal of
and accrued and unpaid interest, if any, on the aggregate principal amount of all Outstanding
securities of the same series as this Security to be due and payable, and upon any such
declaration, such principal and interest, if any, shall be immediately due and payable.




          At any time after such a declaration of acceleration with respect to this Security has been
made and before a judgment or decree for payment of the money due has been obtained by the Trustee
as provided in the Indenture, the Holders of a majority in aggregate principal amount of all
Outstanding securities of the same series as this Security, by written notice to the Trustee, may
rescind and annul such declaration and its consequences as provided, and subject to satisfaction of
the conditions set forth, in the Indenture.




          The Holders of a majority in aggregate principal amount of all Outstanding securities of the
same series as this Security, by written notice to the Trustee, may waive, on behalf of all Holders
of such securities, any past Default or Event of Default with respect to such securities and its
consequences except (a) a Default or Event of Default in the payment of the principal of, or
interest on, any such security or (b) in respect of a covenant or provision of the Indenture which,
pursuant to the Indenture, cannot be amended or modified without the consent of each Holder of each
affected Outstanding security of the same series as this Security. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been cured.




     11. AMOUNT UNLIMITED. The aggregate principal amount of Securities which may be authenticated
and delivered under the Indenture is unlimited. The Securities may be issued from time to time in
one or more series. The Company may from time to time, without the consent of the Holders of this
Security, issue additional Securities of the series of which this Security is a part on
substantially the same terms and conditions as those of this Security.



     12. TRUSTEE DEALINGS WITH COMPANY. Subject to the TIA, The Bank of New York Mellon Trust
Company, N.A., as Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.



     13. NO RECOURSE AGAINST OTHERS. No director, officer, employee or stockholder, as such, of
the Company shall have any liability for any obligations of the Company under this Security or the
Indenture or for any claim based on, in respect of or by reason of such



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obligations or their creation. Each Holder, by accepting this Security, waives and releases
all such liability. Such waiver and release are part of the consideration for the issue of this
Security.




     14. DISCHARGE OF INDENTURE. The Indenture contains certain provisions pertaining to discharge
and defeasance.



     15. AUTHENTICATION. This Security shall not be valid until the Trustee signs the certificate
of authentication on the other side of this Security.



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



     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



[Remainder of Page Intentionally Left Blank]




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ASSIGNMENT FORM




     If you, as Holder of this Security, want to assign this Security, fill in the form below: I or
we assign and transfer this Security to:



 
 (Insert assignee’s social security or tax ID number)




 





 





 




(Print or type assignee’s name, address, and zip code)



and irrevocably appoint:



 




as agent to transfer this Security on the books of the Company. The agent may substitute another
to act for him/her.




Date:                               




	 	 	 	 	 
	Your signature:



 


(Your signature must correspond with the name
as it appears upon the face of this Security
in every particular without alteration or
enlargement or any change whatsoever and be
guaranteed by a guarantor institution
participating in the Securities Transfer
Agents Medallion Program or in such other
guarantee program acceptable to the Trustee)


 	 
	Signature
Guarantee:  	 	 
	 	 	 




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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY




     The following exchanges of a part of this global Security for an interest in another global
Security or for Securities in certificated form, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	Amount of decrease	 	Amount of Increase	 	this Global	 	Signature of
	 	 	in Principal amount	 	in Principal amount	 	Security following	 	authorized signatory
	 	 	of this Global	 	of this Global	 	such decrease	 	of Trustee or Note
	Date of Exchange	 	Security	 	Security	 	or increase	 	Custodian
	 	 	 	 	 	 	 	 	 






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