<EXHIBIT 4>
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 THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY
SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
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 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.
USF&G CORPORATION
7.0% Senior Notes due 1998
CUSIP No. 903290 AE4
No. R-1
$150,000,000
USF&G CORPORATION, a Maryland corporation (herein called the
"Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Fifty Million dollars on May 15,
1998, at the office or agency of the Company referred to below,
and to pay interest thereon on November 15, 1995 and semi-
annually thereafter on May 15 and November 15 in each year,
accruing from May 18, 1995, at the rate of 7.0% per annum until
the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such 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
the Regular Record Date for such interest, which shall be the May
1 or November 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease
to be payable to the 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 for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of the Securities of this series 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 said
Indenture.
Payment of the principal of, and interest on, this Security
will be made at the office or agency of the Company maintained
for that purpose in Baltimore, Maryland, in such coin or currency
of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
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 or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: May 18, 1995
USF&G
CORPORATION
By___________________________________
Richard P. Campagna
Vice President - Treasurer
Attest:
___________________________________
John F. Hoffen, Jr.
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Signet Trust Company, As Trustee
By
Authorized Officer
REVERSE OF SECURITY
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of January 28, 1994 (herein called the "Indenture"),
between the Company and Signet Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $150,000,000.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of this Security or (2) certain
restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions
set forth in the Indenture. In addition to the foregoing, if the
Company elects to have Section 1303 of the Indenture applied to
this Security, (i) the Company shall be released from its
obligations set forth in the third paragraph of the reverse of
this Security and (ii) the occurrence of any event specified in
the fourth paragraph of the reverse of this Security shall be
deemed not to be or result in an Event of Default, and the
Company may omit to comply with, and shall have no liability in
respect of, any term, condition or limitation set forth in either
of such paragraphs.
In addition to the covenants contained in the Indenture, the
Company will not, nor will it permit any Principal Insurance
Subsidiary to, issue, sell or otherwise dispose of any shares of
Capital Stock (other than non-voting Preferred Stock) of any
Principal Insurance Subsidiary, except for (i) directors
qualifying shares; (ii) sales or other dispositions to the
Company or to one or more Principal Insurance Subsidiaries; (iii)
the disposition of all or any part of the Capital Stock of any
Principal Insurance Subsidiary for consideration which is at
least equal to the fair value of such Capital Stock as determined
by the Company's board of directors (acting in good faith); or
(iv) any issuance, sale, assignment, transfer or other
disposition made in compliance with an order of a court or
regulatory authority of competent jurisdiction, other than an
order issued at the request of the Company or any Principal
Insurance Subsidiary. As used in this Security, (i) "Capital
Stock" means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or
interests in (however designated) corporate stock, including any
Preferred Stock, and (ii) "Preferred Stock," as applied to the
Capital Stock of any Principal Insurance Subsidiary, means
Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such Principal Insurance
Subsidiary.
This Security shall be subject to the Events of Default set
forth in the Indenture, except that it shall be an Event of
Default with respect to this Security in the event of the due
acceleration of any indebtedness for borrowed money in a
principal amount in excess of $10,000,000 ($25,000,000 in the
case of Non-Recourse Indebtedness) for which the Company or any
Principal Insurance Subsidiary is liable, including Securities of
another series, or a default by the Company or any Principal
Insurance Subsidiary in the payment at final maturity of
outstanding indebtedness for borrowed money in a principal amount
in excess of $10,000,000 ($25,000,000 in the case of Non-Recourse
Indebtedness), and such acceleration or default at maturity shall
not be waived, rescinded or annulled within 30 days after written
notice thereof, stating that such notice is a "Notice of Default"
hereunder, shall have been given to the Company by the Trustee
(if such event be known to it), or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of
the Securities of this series; provided, however, that if such
acceleration or default at maturity shall be remedied or cured by
the Company or any Principal Insurance Subsidiary, or rescinded,
annulled or waived by the holders of such indebtedness, such
acceleration or default at maturity shall not constitute an Event
of Default under this provision and any acceleration relating
thereto shall be rescinded; and provided further, that, subject
to the provisions of Sections 601 and 602 of the Indenture, the
Trustee shall not be charged with knowledge of any such default
unless written notice thereof shall have been given to the
Trustee by the Company, by the holder of any such indebtedness or
any agent of the holder of any such indebtedness, by the trustee
then acting under any such indenture or other instrument under
which such default shall have occurred, or by the Holders of at
least 25% in aggregate principal amount of the Securities of this
series. "Non-Recourse Indebtedness" means any indebtedness for
borrowed money for which the liability and obligation of the
Company and any Principal Insurance Subsidiary is limited solely
to property or assets pledged to secure such indebtedness for
borrowed money, without any liability or obligation, direct or
indirect, on the part of the Company or any Principal Insurance
Subsidiary for any deficiency in the amount realized from such
property or assets.
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 at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the 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 hereof 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 shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this
Security at the times, place and rates, 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
registerable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000.00 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
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 is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of
(and premium, if any) or interest on this Security, or for any
claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of
any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.