EXHIBIT 4.1




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









                            THE ALLSTATE CORPORATION

                                       TO

                  U.S. BANK NATIONAL ASSOCIATION, as Trustee


       ------------------------------------------------------------------

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

                             Dated as of May 9, 2005

       ------------------------------------------------------------------

                           5.55% Senior Notes due 2035








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


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE I

                       Relation to Indenture; Definitions

   Section 1.1.   RELATION TO INDENTURE......................................1
   Section 1.2.   DEFINITIONS................................................2

                                   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.......................6
   Section 4.2.   ADOPTION, RATIFICATION AND CONFIRMATION....................6
   Section 4.3.   COUNTERPARTS...............................................6
   Section 4.4.   GOVERNING LAW..............................................6


<PAGE>

                            THE ALLSTATE CORPORATION

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

                                  $800,000,000

                           5.55% Senior Notes due 2035

          TWELFTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2005, 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 TWELFTH 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 Twelfth Supplemental
Indenture constitutes an integral part of the Indenture.


                                       1
<PAGE>

          Section 1.2. DEFINITIONS. For all purposes of this Twelfth
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 Twelfth
Supplemental Indenture; and

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

                                   ARTICLE II

                            THE SERIES OF SECURITIES

          Section 2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the "5.55% Senior Notes due 2035" (the "Securities").

          Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The aggregate
principal amount of the Securities shall initially be limited to $800,000,000.
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 9, 2035, 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 5.55% per annum, accruing from May 9, 2005, 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 9 and November 9 of each year commencing November 9, 2005 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


                                       2
<PAGE>

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
April 24 or October 25 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.

          (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


                                       3
<PAGE>

               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 Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
               Smith Incorporated 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

          -    any three 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.


                                       4
<PAGE>

          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 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.

          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 4, 2005,
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 Twelfth Supplemental Indenture or the Indenture or the removal or


                                       5
<PAGE>

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 Twelfth Supplemental
Indenture.

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

          Section 4.3. COUNTERPARTS. This Twelfth 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 TWELFTH 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
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Twelfth
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: Steven C. Verney
                                                   Title: Treasurer
ATTEST:

By:___________________________
   Name: Mary J. McGinn
   Title: Assistant Secretary
                                                U.S. BANK NATIONAL ASSOCIATION,
                                                as Trustee

                                                By:___________________________
                                                    Name:
                                                    Title:



                                       7
<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. 020002AS0


                            THE ALLSTATE CORPORATION

                           5.55% Senior Notes due 2035

        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 eight hundred million dollars
($800,000,000) on May 9, 2035. The Company further promises to pay interest on
said principal sum outstanding from May 9, 2005, 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 in arrears on May 9
and November 9 of each year commencing November 9, 2005 at the rate of 5.55% 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


                                      A-1
<PAGE>

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 24 or October 25 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
<PAGE>

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

                                    THE ALLSTATE CORPORATION



                                    By:_______________________________
                                       Name:  Steven C. Verney
                                       Title:  Treasurer

Attest:



By:__________________________
   Name:  Mary J. McGinn
   Title: Assistant Secretary



                          CERTIFICATE OF AUTHENTICATION

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


Dated: May 9, 2005

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:_____________________________
   Authorized Signatory


                                      A-3
<PAGE>

                          (FORM OF REVERSE OF SECURITY)

          This Security is one of a duly authorized issue of securities of the
Company, designated as its 5.55% Senior Notes due 2035 (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 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 Twelfth Supplemental Indenture, dated as of
May 9, 2005, 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 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


                                      A-4
<PAGE>

          -    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 Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
               Smith Incorporated 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

          -    any three 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.


                                      A-5
<PAGE>

          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
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.


                                      A-6
<PAGE>

          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. 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 PROVISIONS THEREOF.


                                      A-7