Obligation AIG SunAmerica Global Financing X 6.9% ( USU0088TAA61 ) en USD

AIG SunAmerica Global Financing X

72.7 % ▼

Etas-Unis

USU0088TAA61 ( en USD )

6.9% par an ( paiement semestriel )

14/03/2032

Prospectus brochure de l'obligation AIG SunAmerica Global Financing X USU0088TAA61 en USD 6.9%, échéance 14/03/2032

1 000 USD

750 000 000 USD

U0088TAA6

A+ ( Qualité moyenne supérieure )

15/09/2024 ( Dans 50 jours )

L'Obligation émise par AIG SunAmerica Global Financing X ( Etas-Unis ) , en USD, avec le code ISIN USU0088TAA61, paye un coupon de 6.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2032
L'Obligation émise par AIG SunAmerica Global Financing X ( Etas-Unis ) , en USD, avec le code ISIN USU0088TAA61, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

AMENDED AND RESTATED OFFERING MEMORANDUM

AIG SunAmerica Global Financing X

$750,000,000 6.90% Senior Notes Due 2032
$31,000,000 Auction Market Equity Securities
_____________
AIG SunAmerica Global Financing X (the "Issuer Trust") is a newly formed statutory business trust created under the laws of Delaware. Issuer Trust is offering
$750,000,000 6.90% Senior Notes due on March 15, 2032 (the "Notes") and $31,000,000 Auction Market Equity Securities ("AMES", and together with the Notes, the
"Securities"). The net proceeds from the offering of the Securities will be used by the Issuer Trust to purchase a funding agreement ("Funding Agreement") entered into by
SunAmerica Life Insurance Company ("SunAmerica Life" or the "Company"). The Issuer Trust exists for the sole purpose of issuing the Securities and investing the proceeds in
the Funding Agreement. Neither American International Group, Inc. ("AIG") nor SunAmerica Life has any ownership interest in or is otherwise affiliated with the Issuer Trust.
Notes:
·
will be secured by the Funding Agreement;
·
will bear interest at the rate shown above payable semi-annually in arrears on March 15 and September 15 of each year commencing September 15, 2002; and
·
will mature on March 15, 2032.
The Issuer Trust has made an application to list the Notes on the Luxembourg Stock Exchange.
AMES:
·
will be subordinated to the Notes and all other creditors of the Issuer Trust and will not be guaranteed by, or secured by the property of, any person;
·
will bear an initial distribution rate of 2.00% from March 20, 2002 to but excluding the first Business Day following April 17, 2002; from the first Business Day
following April 17, 2002, the AMES will bear a distribution rate, reset monthly, determined through an auction on the 17th day of each month, (except in March
2032, in which case such auction will be brought forward and held on March 14, 2032) or if such day is not a Business Day, on the next preceding Business Day,
pursuant to the auction procedures described under "Description of AMES -- Auction Procedures";
·
will be issued and will trade only in whole (not partial) lots of 1,000 AMES (initial liquidation amount of $1,000,000) per lot (each an "AMES Trading Block");
·
will not be listed on any securities exchange or quoted on any quotation system;
·
will be redeemed in certain circumstances only after the maturity or redemption of the Funding Agreement and the repayment of the Notes; and
·
may not be resold except to Qualified Institutional Buyers who are U.S. persons (as defined by the Internal Revenue Code of 1986, as amended, the "Code").
The Securities:
·
are not insurance contracts, insurance policies or funding agreements;
·
are not obligations of AIG, SunAmerica Life or any of their affiliates; and
·
will not benefit from any insurance guaranty fund coverage or any similar protection.
See "Risk Factors" beginning on page 15 for a discussion of factors relating to credit support, certain insurance regulatory
issues and other factors that should be considered in evaluating an investment in the Securities.
_____________
The Securities have not been registered under the Securities Act of 1933 (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, (a) the
Notes and the AMES are being offered and sold to "qualified institutional buyers" (as defined in Rule l44A under the Securities Act) and (b) the Notes only are being offered and
sold to professional or institutional investors outside the United States within the meaning of Regulation S under the Securities Act. See "Purchase and Transfer Restrictions".

Initial
Proceeds, before

Price to
Purchasers'
Expenses, to the

Investors(1)

Discount

Issuer Trust

Per Note ..................................................................................
99.775 %

.750 %

99.025 %
Total ........................................................................................
$748,312,500

$5,625,000

$742,687,500
Per AMES ...............................................................................
$1,000

$6.75

$993.25
Total ........................................................................................
$31,000,000

$209,250

$30,790,750

(1) Plus accrued interest or distributions from March 20, 2002.
It is expected that delivery of the Securities will be made in book-entry form through the facilities of The Depository Trust Company ("DTC") and delivery of certain of the
Notes through Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking SA ("Clearstream"), all against payment therefore in
immediately available funds on March 20, 2002.
_____________
Joint Book-Running Managers and Initial Purchasers
Deutsche Banc Alex. Brown
Merrill Lynch & Co.
Morgan Stanley
Initial Purchasers
Banc of America Securities LLC
Bear, Stearns & Co. Inc.

HSBC

JPMorgan

Salomon Smith Barney
Wachovia Securities
ABN AMRO Incorporated
BNP PARIBAS

Banc One Capital Markets, Inc.

Lehman Brothers

SG
Tokyo-Mitsubishi International plc
UBS Warburg
_____________

The date of this amended and restated offering memorandum is October 11, 2002.

The Issuer Trust reserves the right, at any time prior to March 20, 2004, from time to time and without the consent of any
holders of any of the Notes, to reopen the offering of the Notes and issue up to $250,000,000 aggregate principal amount of
additional Notes on terms identical in all respects to the outstanding Notes (except the date of issuance), so that such additional
Notes shall be consolidated with, form a single issue with and increase the aggregate principal amount of the Notes. The net
proceeds from the offering of such additional Notes will be used by Issuer Trust to increase the face amount of the Funding
Agreement by the aggregate principal amount of such additional Notes. The period of the resale restrictions applicable to any
Notes previously offered and sold in reliance on Rule 144A shall automatically be extended to the last day of the period of any
resale restrictions imposed on any such additional Notes.

The Issuer Trust reserves the right from time to time and without the consent of any holders of any of the AMES to issue
up to 81,000 additional AMES (initial liquidation amount of $81,000,000) on terms identical in all respects to the outstanding
AMES (including the then-current distribution rate on the outstanding AMES), so that such additional AMES shall be
consolidated with, form a single series with and increase the outstanding amount of the AMES. The net proceeds from the
offering of such additional AMES will be used by Issuer Trust to increase the face amount of the Funding Agreement by the
initial liquidation amount of such additional AMES.

Certain persons participating in this offering by the Issuer Trust may engage in transactions that stabilize, maintain or
otherwise affect the price of any of the Securities, including over-allotment, stabilizing and short-covering transactions in such
Securities, and the imposition of a penalty bid, in connection with the offering of such Securities. For a description of these
activities, see "Plan of Distribution of the Issuer Trust".

The offering of the Securities is being made in reliance upon an exemption from registration under the Securities Act for
an offer and sale of securities that does not involve a public offering. Each purchaser of any Securities offered hereby in making
its purchase will be deemed to have made certain acknowledgments, representations, warranties, and agreements as set forth
under "Purchase and Transfer Restrictions". The Securities have not been registered under the Securities Act or any state
securities laws and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities laws. In addition, the AMES may not
be transferred except to qualified institutional buyers pursuant to Rule 144A, and, in particular, may not be transferred outside of
the United States pursuant to Regulation S. This restriction will apply to the AMES for so long as any AMES remain outstanding.

Because the primary asset of the Issuer Trust is a funding agreement issued by a life insurance company, there is a risk that
the transfer of the Securities could subject the parties to the transfer to regulation under the insurance laws of jurisdictions
implicated by the transfer. See "Risk Factors--Insurance Regulatory Risks".

The Initial Purchasers are not under any obligation to make a market in any of the Securities and, to the extent that such
market making is commenced by the Initial Purchasers, it may be discontinued at any time. Notes sold pursuant to Rule 144A are
subject to substantial restrictions on transfer as set forth under "Purchase and Transfer Restrictions". AMES may be transferred
only through an auction or through a participating broker-dealer and, except for the single AMES to be issued to the
Administrative Trustee in connection with certain of its duties under the Trust Agreement (the "AT AMES"), the AMES will be
issued and will trade only in AMES Trading Blocks. In addition, AMES may not be transferred if, as a result of such transfer,
there would be more than 99 owners of AMES. Given the restrictions on and risks related to transfer, there is no assurance that a
secondary market will develop or, if it does develop, that it will provide securityholders with liquidity or that it will be sustained.
Prospective investors should proceed on the assumption that they may have to bear the economic risk of an investment in the
Notes until maturity and in the AMES until they are redeemed, if ever.

No person is authorized in connection with the offering made hereby to give any information or to make any
representation other than as contained in this Offering Memorandum and, if given or made, such information or representation
must not be relied upon as having been authorized by the Issuer Trust or any of the Initial Purchasers. This Offering
Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Securities offered
hereby, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any of the Securities offered hereby to any person
in any jurisdiction in which it is unlawful to make such an offer or solicitation to such purchase.

This Offering Memorandum is being furnished solely for the purpose of enabling prospective investors to consider the
purchase of the Securities. Its use for any other purpose is not authorized. The information contained in this Offering
Memorandum has been provided by the Issuer Trust and other sources as identified. No representation or warranty, express or
implied, is made by the Issuer Trust or any of the Initial Purchasers as to the accuracy or completeness of such information as of
any date after the date of this Offering Memorandum.

2

The Securities have not been recommended by any federal or state securities commission or securities regulatory authority
or any insurance or other regulatory body. Furthermore, the foregoing authorities have not reviewed this document nor confirmed
or determined the adequacy or accuracy of this document. Any representation to the contrary may be a criminal offense.

The Issuer Trust accepts responsibility for the information contained in this Offering Memorandum and confirms that this
Offering Memorandum contains all information which is material in the context of the issue and offering of the Securities, that the
information contained in this document is true and accurate in all material respects and is not misleading, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which would make this document
or any of such information or the expression of any such opinions or intentions materially misleading, except that the statements
relating to SunAmerica Life and its affiliates and the information set forth under the heading "Summary of Significant
Differences between Arizona Statutory Accounting Principles and GAAP" are based on information provided to the Issuer Trust
by SunAmerica Life specifically for use herein. The Issuer Trust accepts responsibility for correctly reproducing such information
received by it.

DOCUMENTS AVAILABLE

The Issuer Trust will, at the specified offices of the Luxembourg Notes Paying Agents (as identified in the Indenture) and
the AMES Paying Agent (as identified in the Trust Agreement, and together with the Luxembourg Notes Paying Agents, the
"Paying Agents") for so long as any of the Securities are outstanding, make available, free of charge, a copy of this Offering
Memorandum, the Indenture, the Notes, the AMES certificate, the Funding Agreement, the Trust Agreement and certificate of
trust of the Issuer Trust and the annual audited and quarterly unaudited statutory financial statements of SunAmerica Life.

SunAmerica Life is required to file detailed annual reports with the supervisory agencies in each of the jurisdictions in the
United States in which it does insurance business and its accounts are subject to examination by such agencies at any time.
SunAmerica Life submits on a quarterly basis to the State of Arizona Department of Insurance (the "Arizona Department")
certain reports regarding its statutory financial condition. Certain information and reports that SunAmerica Life has filed with the
Arizona Department can be inspected or obtained at the Arizona Department, 2910 North 44th Street, Suite 210, Phoenix,
Arizona 85018.
3

FOR NEW HAMPSHIRE RESIDENTS ONLY

Neither the fact that a registration statement or an application for a license has been filed under N.H. Rev. Stat. Ann.
Section 421-B with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the
State of New Hampshire constitutes a finding by the Secretary of the State of New Hampshire that any document filed under N.H.
Rev. Stat. Ann. Section 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that the Secretary of the State of New Hampshire has passed in any
way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful
to make, or cause to be made, to any prospective investor, customer or client any representation inconsistent with the provisions
of this paragraph.

_____________

FOR NORTH CAROLINA RESIDENTS ONLY

None of the Securities has been approved or disapproved by the Commissioner of Insurance for the State of North
Carolina, nor has the Commissioner of Insurance ruled upon the accuracy or adequacy of this Offering Memorandum. The
investor in North Carolina understands that the Issuer Trust is not licensed in North Carolina pursuant to Chapter 58 of the North
Carolina General Statutes, nor could it meet the basic admission requirements imposed by such chapter at the present time.

_____________

FOR ARKANSAS RESIDENTS ONLY

The Securities may not be purchased by, offered, resold, pledged or otherwise transferred to an insurer domiciled in the
State of Arkansas, a health maintenance organization, farmers' mutual aid association or other Arkansas domestic company
regulated by the Arkansas insurance department.

_____________

FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE

This Offering Memorandum contains forward looking statements. Those statements appear in a number of places
including, but not limited to, under the headings "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "SunAmerica Life Description of Business". Such statements include statements regarding the belief or current
expectations of the Issuer Trust or SunAmerica Life concerning their respective future financial condition and results of
operations, including expected operating and non-operating relationships, ability to meet debt service obligations and financing
plans. Prospective investors are cautioned that any such forward looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a
result of various factors. The accompanying information contained in this Offering Memorandum, including without limitation
the information set forth under the heading "Risk Factors", identifies important factors that could cause such differences.

4

PRESENTATION OF FINANCIAL INFORMATION

The financial information contained in this Offering Memorandum is based on the unaudited statutory financial statements
of SunAmerica Life at and for the three months ended March 31, 2002 (including the notes thereto, the "Interim Statutory
Financial Statements") and the audited Statutory Financial Statements of SunAmerica Life at December 31, 2001 and 2000 and
for the years ended December 31, 2001, 2000 and 1999 (including the notes thereto, the "Statutory Financial Statements"). The
discussions in Management's Discussion and Analysis of Financial Condition and Results of Operations and Recent
Developments are based on the Company's Statutory Financial Statements and the Interim Statutory Financial Statements which
have been prepared in conformity with the accounting practices prescribed or permitted by the Insurance Department of the State
of Arizona (the "Arizona SAP"). The presentation for 2001 reflects certain changes in accounting principles resulting from
Codification that went into effect on January 1, 2001. (For a discussion of these changes, see the discussion under "Codification
of Statutory Accounting Principles" and "Summary of Significant Differences Between Arizona SAP and GAAP"). To facilitate
the comparison of the 2001 figures with 2000 and 1999 figures, the figures for 2000 and 1999 included in the Statutory Financial
Statements, and in the discussion under "Results of Operations Year Ended December 31, 2001 compared to Year Ended
December 31, 2000", "Results of Operations Year Ended December 31, 2000 compared to Year Ended December 31, 1999"
and "Financial Condition and Liquidity at December 31, 2001 Compared to 2000" have been reclassified to conform to the 2001
presentation.

As disclosed in Note 2 to the Statutory Financial Statements and under "Summary of Significant Differences Between
Arizona SAP and GAAP", Arizona SAP differ in certain significant respects from accounting principles generally accepted in the
United States of America ("GAAP"). In particular and among others things, instead of accounting for controlling investments in
subsidiaries on a consolidated basis, the Statutory Financial Statements account for controlling investments in subsidiaries using
the equity method. In addition and among others things, certain acquisition costs, in excess of fair value acquired, (including
what would be deemed deferred acquisition costs under GAAP) are expensed immediately and, if related to the acquisition of a
company, are charged directly to unassigned surplus without any income statement effect; and, prior to Codification (as defined
below), premiums on annuities, guaranteed investment contracts and similar investment-oriented products are accounted for as
income and on a cash basis, offset by changes to benefits or increases or decreases to reserves or liabilities for future benefits on
the expense portion of the income statement (Codification requires that such items no longer be reflected in the income
statement).

Effective January 1, 2001, the State of Arizona requires that insurance companies domiciled in the State of Arizona
prepare their statutory basis financial statements in accordance with the revised NAIC Accounting Practices and Procedures
manual which became effective as of January 1, 2001, subject to deviations prescribed or permitted by the State of Arizona
insurance commissioner ("Codification"). Information in the Statutory Financial Statements relating to the year 2001 has been
prepared in accordance with the Codification, and certain items in those statements relating to the years 2000 and 1999 have been
reclassified to aid in comparability in accordance with NAIC guidance. Such preparation and reclassifications limit the
comparability of such information to information prepared on a pre-Codification basis.

5

TABLE OF CONTENTS

Page
Documents Available .............................................................................................................................................................
3
For New Hampshire Residents Only ......................................................................................................................................
4
For North Carolina Residents Only ........................................................................................................................................
4
For Arkansas Residents Only .................................................................................................................................................
4
Forward Looking Statements May Prove Inaccurate .............................................................................................................
4
Presentation Of Financial Information ...................................................................................................................................
5
Summary ................................................................................................................................................................................
7
SunAmerica Life ....................................................................................................................................................................
7
AIG SunAmerica Global Financing X ...................................................................................................................................
7
The Offerings .........................................................................................................................................................................
8
Summary Financial Data of SunAmerica Life .......................................................................................................................
12
Risk Factors ............................................................................................................................................................................
15
Use of Proceeds ......................................................................................................................................................................
16
AIG SunAmerica Global Financing X ...................................................................................................................................
17
SunAmerica Life Description of Business .............................................................................................................................
19
Management's Discussion and Analysis of Financial Condition and Results of Operations and Recent
Developments ......................................................................................................................................................................
26
Capitalization of SunAmerica Life .........................................................................................................................................
36
Description of the Notes .........................................................................................................................................................
37
Description of the AMES .......................................................................................................................................................
48
Description of the Funding Agreement ..................................................................................................................................
58
ERISA Considerations ...........................................................................................................................................................
62
Certain Federal Income Tax Considerations ..........................................................................................................................
63
Plan of Distribution of the Issuer Trust ..................................................................................................................................
66
Purchase and Transfer Restrictions ........................................................................................................................................
68
Legal Matters..........................................................................................................................................................................
71
General Information ...............................................................................................................................................................
72
Summary of Significant Differences Between Arizona Statutory Accounting Practices and GAAP ....................................
74
Index to the Financial Statements ........................................................................................................................................... F-1
AMES Purchasers' Letter ....................................................................................................................................................... A-1

You should rely only on the information contained in this Offering Memorandum. We have not authorized anyone
to provide you with any information beyond that contained in this Offering Memorandum, including any information
relating to SunAmerica Life and its affiliates. This Offering Memorandum may only be used where it is legal to sell the
Securities. The information in this Offering Memorandum may only be accurate on the date of this Offering
Memorandum.
6

SUMMARY

The following summary is qualified by the more detailed information and financial statements (including the notes)
appearing elsewhere in this Offering Memorandum.

SUNAMERICA LIFE

SunAmerica Life is a life insurance company that conducts financial services specializing in retirement savings and
investment products and services. At December 31, 2001, SunAmerica Life had unconsolidated assets of $32.73 billion.
Together with its two life insurance subsidiaries, which, at December 31, 2001, had additional unconsolidated assets of $26.80
billion on a combined basis, SunAmerica Life is among the largest U.S. issuers of fixed and variable annuities and guaranteed
investment contracts ("GICs"). Complementing these annuity and GIC operations are the Company's asset management
operations, SunAmerica Asset Management Corp., which managed approximately $9.45 billion of assets at December 31, 2001
and the Company's broker-dealer, Royal Alliance Associates, Inc.

The Company believes demographic trends have produced strong consumer demand for long-term, investment-oriented
products. According to U.S. Census Bureau projections, one in four Americans will have entered their savings-intensive pre-
retirement years, ages 45-64, by 2006. This represents a 20% increase from the number of individuals in that age group today.

Benefiting from continued strong growth of the retirement savings market, industry sales of tax-deferred savings
products have represented, for a number of years, a significantly larger source of new premiums for the U.S. life insurance
industry than have traditional life insurance products. Recognizing the growth potential of this market, the Company focuses its
life insurance operations on the sale of annuities and GICs.

SunAmerica Life distributes its products through the approximately 9,000 independent registered representatives of its
six affiliated broker-dealers, as well as an extensive network of independent broker-dealers, full-service securities firms,
independent general insurance agents, major financial institutions and, in the case of its GICs, by marketing directly to banks,
municipalities, asset management firms and direct plan sponsors and through intermediaries, such as managers or consultants
servicing these groups.

SunAmerica Life has made significant investments in technology over the past several years in order to lower operating
costs and enhance its marketing efforts. Its use of optical disk imaging and artificial intelligence has substantially reduced the
more traditional paper-intensive life insurance processing procedures, reducing annuity processing and servicing costs and
improving customer service. This has also enabled the Company to more efficiently assimilate acquired business. The Company
has also implemented technology to interface with its wholly owned broker-dealers, which enables the Company to more
effectively market its products and help the affiliated financial professionals to better service their clients.

AIG SUNAMERICA GLOBAL FINANCING X

The Issuer Trust is a statutory business trust formed under Delaware law. U.S. Bank, N.A., Phoenix, Arizona office, in
its capacity as a trustee of the Issuer Trust, will act as the Administrative Trustee with respect to the Issuer Trust and will conduct
the business and affairs of the Issuer Trust. Wilmington Trust Company is the Delaware trustee of the Issuer Trust. The Issuer
Trust exists for the exclusive purposes of (i) issuing and selling the Securities, (ii) using the proceeds from the sale of Securities to
acquire the Funding Agreement entered into by SunAmerica Life from Merrill Lynch, Pierce, Fenner & Smith Incorporated (in
such capacity, the "Depositor") and (iii) engaging in only those other activities necessary or incidental thereto (described under
"AIG SunAmerica Global Financing--Principal Assets" below). Accordingly, the Funding Agreement will be the primary asset
of the Issuer Trust, and payments under the Funding Agreement will be the sole sources of revenue of the Issuer Trust.

7

The Offerings

Issuer Trust ...............................................
AIG SunAmerica Global Financing X, a Delaware business trust. The Issuer Trust
was created pursuant to an original Trust Agreement dated March 11, 2002 among
the Administrative Trustee, the Delaware Trustee and the Depositor (as amended and
restated from time to time, the "Trust Agreement"). In connection with the closing of
the sale of the Securities, the parties to the original Trust Agreement expect to enter
into an amended and restated Trust Agreement more fully described under "AIG
SunAmerica Global Financing X--Trust Agreement".
Assets .........................................................
The primary asset of the Issuer Trust will be the Funding Agreement.

Payments on the Securities will be made solely from the proceeds of the Funding
Agreement and Eligible Assets (as defined below), if any. As a result, the credit with
respect to the Securities is based mainly on the creditworthiness of SunAmerica Life.

The Issuer Trust believes that Funding Agreement payments will be sufficient to
cover expected costs and expenses of the Issuer Trust. In addition, the Depositor has
agreed to pay any other expenses of the Issuer Trust, other than the Issuer Trust's
payment obligations on the Securities.

Special Arizona insurance insolvency counsel for SunAmerica Life has opined that
the Funding Agreement should be accorded class three priority under Arizona law.
However, under Arizona law, the Funding Agreement will not benefit from any
insurance guaranty fund coverage or any similar protection.

The Funding Agreement will be held in the state of Arizona by the Collateral Agent
on behalf of the Indenture Trustee (each as defined below).
Expenses Agreement ................................
The Issuer Trust will enter into an agreement with the Depositor pursuant to which
the Depositor will reimburse the Issuer Trust for any costs, expenses or liabilities of
the Issuer Trust as provided therein other than the Issuer Trust's payment obligations
under the Securities.
Administrative Trustee ............................
U.S. Bank, N.A., Phoenix, Arizona office.
Delaware Trustee ......................................
Wilmington Trust Company.
Depositor ...................................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchaser of the
Funding Agreement.
The Notes:

Notes .......................................................
$750,000,000 6.90% senior notes due on March 15, 2032.
Interest ...................................................
The Notes will bear interest payable semi-annually in arrears on March 15 and
September 15 of each year commencing September 15, 2002, up to maturity (each an
"Interest Payment Date").

Interest will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the actual number of days elapsed.
8

Form and Denomination ..........................
The Notes will be denominated and payable in U.S. dollars and issued in fully
registered form, without coupons.

Notes sold in reliance on Rule 144A under the Securities Act will be represented by
one or more global certificates deposited with a custodian for and registered in the
name of DTC or its nominee.

Notes sold in reliance on Regulation S under the Securities Act will be represented
by one or more global certificates, initially in temporary global form, deposited with
a custodian for and registered in the name of DTC or its nominee for clearance
through DTC and its direct and indirect participants, including Euroclear and
Clearstream.

Except in limited circumstances, certificates for individual Notes will not be issued
in exchange for interests in the global certificates.
Acceleration rights ...................................
The Notes are subject to acceleration on the occurrence of certain events of default.
Governing Law .........................................
The Indenture and the Notes will be governed by and construed in accordance with
the laws of New York.
Listing ........................................................
Application has been made to list the Notes on the Luxembourg Stock Exchange.
Indenture Trustee .....................................
Bank One, National Association, pursuant to an indenture to be dated on or about
March 20, 2002 between the Issuer Trust and the Indenture Trustee (the
"Indenture").
Collateral Agent ........................................
Bank One, National Association, Phoenix, Arizona office.
Further Issues and Reopenings ...............
The Issuer Trust reserves the right, at any time prior to March 20, 2004, from time to
time and without the consent of any holders of any of the Notes, to reopen the
offering of the Notes and issue up to $250,000,000 aggregate principal amount of
additional Notes on terms identical in all respects to the outstanding Notes (except
the date of issuance), so that such additional Notes shall be consolidated with, form a
single issue with and increase the aggregate principal amount of the Notes. The net
proceeds from the offering of such additional Notes will be used by Issuer Trust to
increase the face amount of the Funding Agreement by the aggregate principal
amount of such additional Notes. The period of the resale restrictions applicable to
any Notes previously offered and sold in reliance on Rule l44A shall automatically
be extended to the last day of the period of any resale restrictions imposed on any
such additional Notes.
The AMES:

AMES ....................................................
$31,001,000 aggregate initial liquidation amount of Auction Market Equity
Securities with no stated maturity; the AMES will be redeemed only in certain
circumstances.
AT AMES ..............................................
The single AMES, with an initial liquidation amount of $1,000, issued to and held by
the Administrative Trustee in connection with certain of its duties under the Trust
Agreement.
Form and Denomination ......................
The AMES will be denominated and payable in U.S. dollars in registered form only
to QIBs who are U.S. persons (as defined in the Code). AMES (i) will be represented
by one or more global certificates deposited with a custodian for and registered in
the name of DTC or its nominee and (ii) except for the AT AMES, will be issued
and traded only in AMES Trading Blocks, which are whole (not partial) lots of 1,000
AMES (initial liquidation amount of $1,000,000).
9