Exhibit (4)(f)
This Capital Security is a Global Security within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depository"), or a
nominee of the Depository. This Capital Security is exchangeable for Capital
Securities registered in the name of a person other than the Depository or
its nominee only in the limited circumstances described in the Declaration
and no transfer of this Capital Security (other than a transfer of this
Capital Security as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Capital Security is presented by an authorized
representative of the Depository to Xxxxxxx Capital II or its agent for
registration of transfer, exchange or payment, and any Capital Security issued
is registered in the name of Cede & Co. or such other name as registered by an
authorized representative of the Depository (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
CERTIFICATE NO. ______ NUMBER OF CAPITAL SECURITIES: __________
CUSIP NO. ___________
CERTIFICATE EVIDENCING CAPITAL SECURITIES
OF
XXXXXXX CAPITAL II
7.95% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
XXXXXXX CAPITAL II, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of 200,000 capital securities of the Trust
representing undivided beneficial ownership interests in the assets of the
Trust designated the 7.95% Capital Securities (liquidation amount $1,000 per
Capital Security) (the "Capital Securities"). The Capital Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Declaration (as defined below).
The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Capital Securities represented hereby are issued
and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust, dated as of December 2, 1996 (as
the same may be amended from time to time (the "Declaration"), among Xxxxxxx
Xxxxx, Inc., as Sponsor, Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X.
XxXxxx, as Regular Trustees, The First National Bank of Chicago, as Property
Trustee, and First Chicago Delaware Inc., as Delaware Trustee. Capitalized
terms used herein but not
defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Guarantee to the extent described therein.
The Sponsor will provide a copy of the Declaration, the Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at
its principal place of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Capital Securities
as evidence of undivided indirect beneficial ownership interests in the
Debentures.
IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of _________, 1997.
XXXXXXX CAPITAL II
By:
---------------------------------
Xxxxx X. Xxxxxxxxx
Regular Trustee
This is one of the Securities referred to in the within-mentioned
Declaration.
THE FIRST NATIONAL BANK OF CHICAGO,
as Property Trustee
By:
---------------------------------
Authorized Officer
