EX-4.33





Exhibit 4.33




THE HARTFORD FINANCIAL SERVICES GROUP, INC.




to




THE BANK OF NEW YORK TRUST COMPANY, N.A.




Trustee




JUNIOR SUBORDINATED INDENTURE






Dated as
of [•], 2008





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	Section 102. Compliance Certificates and Opinions
	 	 	10	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	10	 
	Section 104. Acts of Holders; Record Dates
	 	 	11	 
	Section 105. Notices, Etc. to Trustee and Company
	 	 	13	 
	Section 106. Notice to Holders; Waiver
	 	 	14	 
	Section 107. Conflict with Trust Indenture Act
	 	 	14	 
	Section 108. Effect of Headings and Table of Contents
	 	 	14	 
	Section 109. Successors and Assigns
	 	 	15	 
	Section 110. Separability Clause
	 	 	15	 
	Section 111. Benefits of Indenture
	 	 	15	 
	Section 112. Governing Law
	 	 	15	 
	Section 113.Legal Holidays
	 	 	15	 
	Section 114. Computations
	 	 	16	 
	 
	 	 	 	 
	ARTICLE TWO

	SECURITY FORMS

	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	16	 
	Section 202. Form of Legend for Global Securities
	 	 	17	 
	Section 203. Form of Trustee’s Certificate of Authentication
	 	 	17	 
	 
	 	 	 	 
	ARTICLE THREE

	THE SECURITIES

	 
	 	 	 	 
	Section 301. Title; Terms
	 	 	18	 
	Section 302. Denominations
	 	 	21	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	21	 
	Section 304. Temporary Securities
	 	 	23	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	23	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	26	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	27	 
	Section 308. Persons Deemed Owners
	 	 	28	 
	Section 309. Cancellation
	 	 	28	 
	Section 310. Computation of Interest
	 	 	29	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 311. Deferrals of Interest Payment Dates
	 	 	29	 
	 
	 	 	 	 
	ARTICLE FOUR

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	30	 
	Section 402. Application of Trust Money
	 	 	32	 
	 
	 	 	 	 
	ARTICLE FIVE

	REMEDIES

	 
	 	 	 	 
	Section 501. Events of Default
	 	 	32	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	34	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	35	 
	Section 504. Trustee May File Proofs of Claim
	 	 	36	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	37	 
	Section 506. Application of Money Collected
	 	 	37	 
	Section 507. Limitation on Suits
	 	 	38	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	38	 
	Section 509. Restoration of Rights and Remedies
	 	 	39	 
	Section 510. Rights and Remedies Cumulative
	 	 	39	 
	Section 511. Delay or Omission Not Waiver
	 	 	39	 
	Section 512. Control by Holders
	 	 	39	 
	Section 513. Waiver of Past Defaults
	 	 	40	 
	Section 514. Undertaking for Costs
	 	 	40	 
	Section 515. Waiver of Usury, Stay or Extension Laws
	 	 	41	 
	 
	 	 	 	 
	ARTICLE SIX

	THE TRUSTEE

	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	41	 
	Section 602. Notice of Defaults
	 	 	42	 
	Section 603. Certain Rights of Trustee
	 	 	42	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	44	 
	Section 605. May Hold Securities
	 	 	44	 
	Section 606. Money Held in Trust
	 	 	45	 
	Section 607. Compensation and Reimbursement
	 	 	45	 
	Section 608. Disqualification; Conflicting Interests
	 	 	46	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	46	 
	Section 610.Resignation and Removal; Appointment of Successor
	 	 	46	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 611. Acceptance of Appointment by Successor
	 	 	48	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	49	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	49	 
	Section 614. Appointment of Authenticating Agent
	 	 	49	 
	 
	 	 	 	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	51	 
	Section 702. Preservation of Information, Communications to Holders
	 	 	52	 
	Section 703. Reports by Trustee
	 	 	52	 
	Section 704. Reports by Company
	 	 	52	 
	 
	 	 	 	 
	ARTICLE EIGHT

	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	53	 
	Section 802. Successor Corporation Substituted
	 	 	54	 
	 
	 	 	 	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	55	 
	Section 902. Supplemental Indentures with Consent of Holders
	 	 	56	 
	Section 903. Execution of Supplemental Indentures
	 	 	58	 
	Section 904. Effect of Supplemental Indentures
	 	 	58	 
	Section 905. Conformity with Trust Indenture Act
	 	 	58	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TEN

	COVENANTS

	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest
	 	 	58	 
	Section 1002. Maintenance of Office or Agency
	 	 	59	 
	Section 1003. Money for Security Payments to be Held in Trust
	 	 	59	 
	Section 1004. Statement by Officers as to Default
	 	 	61	 
	Section 1005. Payment of Taxes
	 	 	61	 
	Section 1006. Waiver of Certain Covenants
	 	 	61	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE ELEVEN

	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	Section 1101. Company’s Right of Redemption
	 	 	62	 
	Section 1102. Applicability of Article
	 	 	62	 
	Section 1103. Election to Redeem; Notice to Trustee
	 	 	62	 
	Section 1104. Selection by Trustee of Securities to be Redeemed
	 	 	63	 
	Section 1105. Notice of Redemption
	 	 	63	 
	Section 1106. Deposit of Redemption Price
	 	 	64	 
	Section 1107. Securities Payable on Redemption Date
	 	 	64	 
	Section 1108. Securities Redeemed in Part
	 	 	65	 
	 
	 	 	 	 
	ARTICLE TWELVE

	SUBORDINATION OF SECURITIES

	 
	 	 	 	 
	Section 1201. Securities Subordinate to Senior Indebtedness
	 	 	65	 
	Section 1202. Payment Over of Proceeds Upon Dissolution, Etc
	 	 	66	 
	Section 1203. Prior Payment to Senior Indebtedness Upon Acceleration of Securities
	 	 	67	 
	Section 1204. No Payment When Senior Indebtedness in Default
	 	 	68	 
	Section 1205. Payment Permitted If No Default
	 	 	68	 
	Section 1206. Subrogation to Rights of Holders of Senior Indebtedness
	 	 	69	 
	Section 1207. Provisions Solely to Define Relative Rights
	 	 	69	 
	Section 1208. Trustee to Effectuate Subordination
	 	 	70	 
	Section 1209. No Waiver of Subordination Provisions
	 	 	70	 
	Section 1210. Notice to Trustee
	 	 	70	 
	Section 1211.
Reliance on Judicial Order or Certificate of Liquidating Agent or
Other Notices
	 	 	71	 
	Section 1212. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	71	 
	Section 1213. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights
	 	 	72	 
	Section 1214. Article Applicable to Paying Agents
	 	 	72	 
	Section 1215. Certain Conversions or Exchanges Deemed Payment
	 	 	72	 
	 
	 	 	 	 
	ARTICLE THIRTEEN

	DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	72	 
	Section 1302. Defeasance and Discharge
	 	 	73	 
	Section 1303. Covenant Defeasance
	 	 	73	 
	Section 1304. Conditions to Defeasance or Covenant Defeasance
	 	 	74	 






iv









 






	 	 	 	 	 
	 	 	Page	 
	Section 1305. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions
	 	 	75	 
	Section 1306. Reinstatement
	 	 	76	 
	Section 1307. Qualifying Trustee
	 	 	76	 
	 
	Exhibit A. Specimen Bond
	 	 	A-1	 







v









 








CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH

318, INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939:




	 	 	 	 	 
	TRUST INDENTURE ACT SECTION
	 	INDENTURE SECTION
	SECTION 310(a)(1)
	 	 	609,610	 
	(a)(2)
	 	 	609	 
	(a)(3)
	 	NOT APPLICABLE
	(a)(4)
	 	NOT APPLICABLE
	(a)(5)
	 	 	609	 
	(b)
	 	 	608, 610	 
	SECTION 311(a)
	 	 	613	 
	(b)
	 	 	613	 
	SECTION 312(a)
	 	 	701, 702	 
	(b)
	 	 	702	 
	(c)
	 	 	702	 
	SECTION 313(a)
	 	 	703	 
	(b)
	 	 	703	 
	(c)
	 	 	703	 
	(d)
	 	 	703	 
	SECTION 314(a)
	 	 	704	 
	(a)(4)
	 	 	101,1004	 
	(b)
	 	 	NOT APPLICABLE	 
	(c)(1)
	 	 	102	 
	(c)(2)
	 	 	102	 
	(c)(3)
	 	NOT APPLICABLE
	(d)
	 	NOT APPLICABLE
	(e)
	 	 	102	 
	SECTION 315(a)
	 	 	601	 
	(b)
	 	 	602	 
	(c)
	 	 	601	 
	(d)
	 	 	601	 
	(e)
	 	 	514	 
	SECTION 316(a)
	 	 	101	 
	(a)(1)(a)
	 	 	502,512	 
	(a)(1)(b)
	 	 	513	 
	(a)(2)
	 	NOT APPLICABLE
	(b)
	 	 	508	 
	(c)
	 	 	104	 
	SECTION 317(a)(1)
	 	 	503	 
	(a)(2)
	 	 	504	 
	(b)
	 	 	1003	 
	SECTION 318(a)
	 	 	107	 






     NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.



vi









 







     JUNIOR
SUBORDINATED INDENTURE, dated as of [l], 2008, between THE HARTFORD FINANCIAL
SERVICES GROUP, INC., a Delaware corporation (the “Company”) having its principal office at One
Hartford Plaza, Hartford, Connecticut 06155, and The Bank of New York Trust Company, N.A., a
national banking association incorporated and existing under the laws of the United States of
America, as Trustee (the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured junior subordinated debt securities in one or more
series (the “Securities”) of substantially the tenor hereinafter provided, and to provide the terms
and conditions upon which the Securities are to be authenticated, issued and delivered; and all
things necessary to make the Securities, when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to
make this Indenture a valid agreement of the Company, in accordance with their and its terms, have
been done.



     NOW THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101. Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



     (1) The terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;



     (2) All other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;



     (3) All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted at
the time of such computation;



1









 




provided, that when two or more principles are so generally accepted, it shall mean
that set of principles consistent with those in use by the Company;




     (4) Unless the context otherwise requires, any reference to an “Article” or a “Section” refers
to an Article or a Section, as the case may be, of this Indenture; and



     (5) The words “herein,” “hereinafter,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.



     “Act” when used with respect to any Holder has the meaning specified in Section 104.



     “Additional Interest” means the interest, if any, that shall accrue on any interest on
the Securities of any series that is in arrears or not paid during
any Deferral Period, which in
either case shall accrue at the rate per annum specified or determined as specified in such
Security.



     “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.



     “Board of Directors” means the board of directors of the Company, any duly authorized
committee of that board or any officer of the Company delegated the power of either the board of
directors of the Company or any duly authorized committee of that board.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be
in full force and effect on the date of such certification, and delivered to the Trustee.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in New York, New York, Hartford, Connecticut, the Corporate
Trust Office or any Place of Payment are authorized or obligated by law or executive order to
close.



2









 





     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.



     “Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person.



     “Company Request” and “Company Order” mean, respectively, a written request or
order signed in the name of the Company by (i) its Chairman of the Board of Directors,
Chief Executive Officer, President or any Vice President, and (ii) its Treasurer, any
Associate Treasurer, any Assistant Treasurer, its Controller, its Secretary, or any Assistant
Secretary, and delivered to the Trustee or, with respect to Sections 303, 304, 305 and 603, by any
other employee of the Company named in an Officers’ Certificate delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee designated by the Trustee at
which at any particular time its corporate trust business shall be administered, which office at
the date hereof is located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.



     “corporation” means a corporation, association, company, joint stock company or
business trust.



     “Covenant Defeasance” has the meaning specified in Section 1303.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Defeasance” has the meaning specified in Section 1302.



     “Deferral Period” has the meaning specified in Section 311.



     “Depositary” means the clearing agency registered under the Exchange Act that is
designated by the Company under Section 301 to act as depositary for any series of Securities with
respect to such series (or any successor to such clearing agency).



     “Dollar” means the currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.



     “Event of Default”, unless otherwise specified with respect to Securities of a series
pursuant to Section 301, has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.



3









 






     “Foreign Currency” means any currency issued by the government of one or more
countries other than the United States of America or by any recognized confederation or association
of such governments.



     “Global Security” means a Security that evidences all or part of a series of
Securities issued to the Depositary or its nominee for such series, and registered in the name of
such Depositary or its nominee and bearing the legend set forth in Section 202.



     “Government Obligations” means, with respect to the Securities of any series,
securities which are (i) direct obligations of the United States of America or
(ii) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is unconditionally guaranteed
by the United States of America and which, in either case, are full faith and credit obligations of
the United States of America and are not callable or redeemable at the option of the issuer thereof
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any such Government Obligation held by such custodian
for the account of the holder of such depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.



     “Holder” means a Person in whose name a Security is registered in the Security
Register.













4









 





     “Indenture” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, and shall include the terms of each particular series of
Securities established as contemplated by Section 301, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively.



     “Interest Payment Date” means as to each series of Securities the Stated Maturity of
an installment of interest on such Securities.



     “Interest Rate” means the rate of interest specified or determined as specified in
each Security as being the rate of interest payable on such Security.



     “Investment Company Act” means the Investment Company Act of 1940 and any statute
successor thereto, in each case as amended from time to time.



     “Junior Subordinated Payment” has the meaning specified in Section 1202.



     “Lien” means any mortgage, pledge, lien, security interest or other encumbrance.



     “Maturity” when used with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and payable as provided in
the Securities or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.




     “Officers’ Certificate” means a certificate signed by (i) the Chairman of the
Board of Directors, Chief Executive Officer, President or any Vice President, and (ii) the
Treasurer, any Associate Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.



5









 





     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for (and
an employee of) the Company, and who shall be reasonably acceptable to the Trustee.



     “Original Issue Date” means the date of issuance specified as such in each Security.



     “Original Issue Discount Security” means any security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502.



     “Outstanding” when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except:




     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities; provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; and




     (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by Holders
in whose hands such Securities are valid, binding and legal obligations of the Company;



     provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 301, (C) the principal amount
of a Security denominated in one



6









 







or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in the
manner provided as contemplated by Section 301 on the date of original issuance of such Security of
the principal amount (or, in the case of a Security described in clause (A) or (B) above, the
amount determined pursuant to such Clause) of such Security and (D) Securities beneficially
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.



     “Paying Agent” means the Trustee or any other Person authorized by the Company to pay
the principal of or any premium or interest on any Securities on behalf of the Company.



     “Person” means any individual, corporation, partnership, joint venture, association,
limited liability or joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Place of Payment” means, with respect to the Securities of any series, the place or
places where the principal of (and premium, if any) and interest on the Securities of such series
are payable as specified as contemplated by Section 301 or Section 311.



     “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.



     “Proceeding” has the meaning specified in Section 1202.



     “Redemption Date” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of a series means, unless otherwise provided pursuant to Section 301 with



7









 








respect to Securities of a series, the date which is fifteen days next preceding such Interest
Payment Date (whether or not a Business Day).



     “Responsible Officer”, when used with respect to the Trustee, means any officer of the
Trustee located at the Corporate Trust Office and assigned by the Trustee from time to time to
administer its corporate trust matters.



     “Restricted Subsidiary” means Hartford Fire Insurance Company and any other Subsidiary
which is incorporated in any State of the United States or in the District of Columbia and which is
a regulated insurance company principally engaged in one or more of the property, casualty and life
insurance businesses, provided that no such Subsidiary, other than Hartford Fire Insurance
Company, shall be a Restricted Subsidiary if (i) the total assets of such Subsidiary are
less than 10% of the total assets of the Company and its consolidated Subsidiaries (including such
Subsidiary), in each case as set forth on the most recent fiscal year-end balance sheets of such
Subsidiary and the Company and its consolidated Subsidiaries, respectively, and computed in
accordance with generally accepted accounting principles, or (ii) in the judgment of the
Board of Directors, as evidenced by a Board Resolution, such Subsidiary is not material to the
financial condition of the Company and its consolidated Subsidiaries taken as a whole.



     “Securities” or “Security” means any debt securities or debt security, as the
case may be, authenticated and delivered under this Indenture.



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto,
in each case as amended from time to time.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.



     “Senior Indebtedness” means the principal of (and premium, if any) and interest, if
any, on the following, whether outstanding at the date hereof or thereafter incurred or created: (i)
all obligations of the Company (other than obligations pursuant to this Indenture and the
Securities of any series) for money borrowed, (ii) all obligations of the Company evidenced by
notes, debentures, bonds or other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses and including all other debt securities
issued by the Company to any trust or a trustee of such trust, or to a partnership or other
Affiliate that acts as a financing vehicle for the Company, in connection with the issuance of
securities by such vehicles, (iii) all obligations of the Company under leases required or
permitted to be capitalized under generally accepted accounting principles, (iv) all reimbursement
obligations of the Company with respect to letters of credit, bankers’ acceptances or similar
facilities issued for the account of the Company, (v) all obligations of the Company issued or
assumed as the deferred purchase price of property or services, including all obligations under
master lease transactions pursuant to which the Company or any Subsidiary has agreed to be treated
as owner of the subject property for federal income tax purposes (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business), (vi) all payment
obligations of the Company under interest rate swap or similar agreements or foreign currency
hedge, exchange or similar agreements at the time of determination, including any such obligations
incurred solely to act as a hedge against increases in interest rates that may occur under the
terms of other outstanding variable or floating rate indebtedness of the Company, (vii) all
obligations of the types referred to in clauses (i) through (vi) above of another Person and all
dividends of another Person the payment of which, in either case, the Company has assumed or
guaranteed or for which the Company is responsible or liable, directly or indirectly, jointly or
severally, as obligor, guarantor or otherwise, (viii) all compensation, reimbursement and
indemnification obligations of the Company to the Trustee pursuant to this Indenture, and (ix) all
amendments, modifications, renewals, extensions, refinancings, replacements and refundings of any
of the foregoing types of indebtedness; unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding or pursuant to the terms
established pursuant to Section 301 hereof, it is provided that such obligations are not superior
in right of payment to the Securities or to other obligation which is pari passu with, or
subordinated to, the Securities.


8









 








     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 307.



     “Stated Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security as the fixed date
on which the principal of such Security or such installment of principal or interest is due and
payable and, in the case of such principal or installment of principal or interest, as such date
may be extended or shortened as provided pursuant to the terms of such Security.



     “Subsidiary” means a corporation, partnership or other entity of which, at the time of
determination, more than 50% of the outstanding voting stock or equivalent interest is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and
one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock
which ordinarily has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any contingency.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to the Securities of that series.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Vice President” when used with respect to the Company or the Trustee, means any
officer with a title of “Vice President”, “Senior Vice President” or “Executive Vice President”.



9









 





Section 102. Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture. In the case of an
application or request as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the certificates provided pursuant to Section 1004) shall
include:



     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;



     (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (3) a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and



     (4) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.



Section 103. Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his



10









 







certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers, or other management employee of the Company or any
Subsidiary stating that the information with respect to such factual matters is in the possession
of the Company or such Subsidiary, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are
erroneous.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



Section 104. Acts of Holders; Record Dates.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments is or are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive and may be relied upon by the
Trustee, the Company and any agent of the Trustee or the Company, if made in the manner provided in
this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of any notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a Person acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority.



     (c) The fact and date of the execution by any Person of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.



     (d) The ownership of Securities shall be proved by the Security Register.




11











 





     (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



     (f) The Company may, but shall not be obligated to, set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities, provided
that the Company may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request or direction
referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date (as defined below) by Holders of the requisite principal amount of
Outstanding Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities in the manner set forth in Section 106.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities entitled to join in the giving or making of (i) any declaration of acceleration, or any rescission or annulment of any such
declaration, referred to in Section 502, (ii) any request to institute proceedings
referred to in Section 507(2) or (iii) any direction referred to in Section 512. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record
date, and no other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date



12









 







previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Securities
in the manner set forth in Section 106.



     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section 106, on or prior to
the existing Expiration Date. If an Expiration Date is not designated with respect to any record
date set pursuant to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.



     Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.



     The provisions of this Section 104 regarding record date procedures are subject in their
entirety to the record date procedures set forth in
Sections 502 and 512.



Section 105. Notices, Etc. to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with:



     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed to or with the Trustee in writing at its Corporate
Trust Office, Attention: Global Corporate Trust, or



     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,



13









 







first class, postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company, Attention: General Counsel.



     Neither the Company nor the Trustee shall be deemed to have received any such request, demand,
authorization, direction, notice, consent, waiver or Act of Holders unless given, furnished or
filed as provided in this Section 105.



Section 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first
class postage prepaid, to each Holder affected by such event, at the address of such Holder as it
appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the written approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder.



Section 107. Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be.



Section 108. Effect of Headings and Table of Contents.




     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



14









 





Section 109. Successors and Assigns.




     All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.



Section 110. Separability Clause.




     In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



Section 111. Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, any Paying Agent and their successors and assigns and the Holders,
any benefit or any legal or equitable right, remedy or claim under this Indenture.



Section 112. Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.



Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Maturity or Stated Maturity, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be, if such
payment is made or duly provided for on the next succeeding Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day.



15









 





Section 114. Computations.




     Unless otherwise specifically provided, the certificate or opinion of any independent firm of
public accountants of recognized standing selected by the Board of Directors shall be conclusive
evidence of the correctness of any computation made under the provisions of this Indenture. The
Company shall furnish to the Trustee upon its request a copy of any such certificate or opinion.



ARTICLE TWO




SECURITY FORMS




Section 201. Forms Generally.




     The Securities of each series shall be substantially in the form attached as Exhibit A, or in
such other form or forms as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate provisions as are required
or permitted by this Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced by their execution
thereof. If the form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 with respect to the authentication and
delivery of such Securities.



     The Trustee’s certificate of authentication shall be substantially in the form set forth in
this Article.



     The definitive Securities shall be printed, lithographed or engraved on a steel engraved
border or on steel engraved borders or produced by any combination of these methods, if required by
any securities exchange on which the Securities may be listed, or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities may be listed, all
as determined by the officers executing such Securities, as evidenced by their execution of such
Securities.



     The Securities of each series will initially be issued in the form of one or more Global
Securities. Each such Global Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and each shall provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed thereon and that the
aggregate amounts of Outstanding Securities of such series



16









 








represented thereby may from time to time be reduced or increased, as appropriate. The Global
Security or Securities evidencing the Securities of a series (and all Securities issued in exchange
therefore) shall bear the legend indicated in Section 202.



Section 202. Form of Legend for Global Securities.




     Every Global Security authenticated and delivered hereunder shall, in addition to the
provisions contained in Exhibit A, bear a legend in substantially the following form:



     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS 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.



     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



Section 203. Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificates of authentication shall be in substantially the following form:



Certificate of Authentication




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



     Dated:



	 	 	 	 	 	 	 
	 	 	The Bank of New York
Trust Company, 

N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  

Authorized
Signatory
	 	 






17









 





ARTICLE THREE




THE SECURITIES




Section 301. Title; Terms.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of a series:



     (1) the title of the Securities of such series, which shall distinguish the Securities of the
series from all other Securities;



     (2) the limit, if any, upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the same series pursuant to Section 304, 305, 306, 906 or 1108 and except for any Securities
which, pursuant to Section 303, are deemed never to have been authenticated and delivered
hereunder); provided, however, that the authorized aggregate principal amount of such series may be
increased above such amount by a Board Resolution to such effect;



     (3) the Stated Maturity or Maturities on which the principal of the Securities of such series
is payable or the method of determination thereof;



     (4) the rate or rates, if any, at which the Securities of such series shall bear interest, if
any, the rate or rates and the extent to which Additional Interest, if any, shall be payable in
respect of any Securities of such series, the Interest Payment Dates on which such interest shall
be payable, the right, pursuant to Section 311 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, the Regular Record Date (if other than as defined in this
Indenture) for the interest payable on any Interest Payment Date and the dates from which interest
shall accrue or the method by which any of the foregoing shall be determined;



     (5) the place or places where the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, the place or places where the Securities of such series
may be presented for registration of transfer or exchange, and



18









 







the place or places where notices and demands to or upon the Company in respect of the
Securities of such series may be made;



     (6) the period or periods within or the date or dates on which, if any, the price or prices at
which and the terms and conditions upon which the Securities of such series may be redeemed or
prepaid, in whole or in part, at the option of the Company;



     (7) the obligation or the right, if any, of the Company to redeem, repay or purchase the
Securities of such series pursuant to any sinking fund, amortization or analogous provisions or at
the option of a Holder thereof and the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation;



     (8) the denominations in which any Securities of such series shall be issuable, if other than
denominations of $5,000 and integral multiples of $1,000 thereafter;



     (9) if other than Dollars, the currency or currencies (including currency unit or units) in
which the principal of (and premium, if any) and interest, if any, on the Securities of the series
shall be payable, or in which the Securities of the series shall be denominated and the manner of
determining the equivalent thereof in Dollars for any purpose, including for purposes of the
definition of “Outstanding” in Section 101;



     (10) the additions, modifications or deletions, if any, in the Events of Default or covenants
of the Company set forth herein with respect to the Securities of such series;



     (11) if other than the full principal amount thereof, the portion, or method of determining
the portion, of the principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;



     (12) the additions or changes, if any, to this Indenture with respect to the Securities of
such series as shall be necessary to permit or facilitate the issuance of the Securities of such
series in bearer form, registrable or not registrable as to principal, and with or without interest
coupons;



     (13) whether the amount of principal of (and premium, if any) or interest on the Securities of
such series may be determined with reference to any index, formula, or other method, such as one or
more currencies, commodities, equity indices or other indices, and, in such case, the manner in
which such amounts will be determined, including for purposes of the definition of “Outstanding” in
Section 101;



     (14) the issuance of a temporary Global Security representing all of the Securities of such
series and the terms upon which such temporary Global Security may be exchanged for definitive
Securities of such series;



19









 





     (15) whether the Securities of the series shall be issued in whole or in part in the form of
one or more Global Securities and, in such case, the identity of the Depositary for such Global
Securities and the terms and conditions upon which such Global Securities may be exchanged for
certificated debt securities if other than as set forth in Section 305;



     (16) the appointment of any Paying Agent or Agents for the Securities of such series;



     (17) the terms and conditions of any right or obligation on the part of the Company, or any
option on the part of the Holders, to convert or exchange Securities of such series into cash or
any other securities or property of the Company or any other Person, including the conversion price
and the conversion period, and the additions or changes, if any, to this Indenture with respect to
the Securities of such series to permit or facilitate such conversion or exchange;



     (18) the relative degree, if any, to which the Securities of such series shall be senior to or
be subordinated to other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not;



     (19) whether and under what circumstances any or all of the provisions of this Indenture
relating to the subordination of the Securities (including the provisions of Article Twelve), or
different subordination provisions, including a different definition of “Senior Indebtedness” will
apply or cease to apply to Securities of such series;



     (20) provisions granting special rights to holders of the Securities of such series upon the
occurrence of specific events;



     (21) if applicable,
that the Securities of such series, in whole or any specified part, shall
not be defeasible pursuant to Section 1302 or Section 1303 or either such Sections and, if other
than by a Board Resolution, the manner in which any election by the Company to defease such
Securities shall be evidenced;



     (22) any special tax considerations of the Securities of such series, including any provisions
for Original Issue Discount Securities, if offered;



     (23) any change in the right of the Trustee or the requisite Holders of the Securities of such
series to declare the principal amount thereof due and payable pursuant to Section 502;



     (24) the provisions of this Indenture, if any, that shall not apply to the Securities of such
series; and



20









 





     (25) any other terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of this Indenture).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



Section 302. Denominations.




     The Securities of each series shall be in registered form without coupons and shall be
issuable in denominations of $5,000 and integral multiples of $1,000
thereafter, unless otherwise specified
as contemplated by Section 301.



Section 303. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by its Chairman of the Board of
Directors, Chief Executive Officer, President or any Vice President. The signature of any of these
officers on the Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signature of an individual who was at any time a
proper officer of the Company shall bind the Company, notwithstanding that such individual has
ceased to hold such office prior to the authentication and delivery of such Securities or did not
hold such office at the date of such Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities.



     If the form or forms or terms of the Securities of a series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:



21









 





     (1) that such form or forms have been established in conformity with the provisions of this
Indenture;



     (2) that such terms have been established in conformity with the provisions of this Indenture;
and



     (3) that such Securities have been duly executed and, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.



     If such form or forms or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of the preceding paragraph, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to
deliver the Company Order or Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such Company Order or Opinion of Counsel is
delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual signature of
one of its authorized signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



22









 





     Minor typographical and other minor errors in the text of any Security shall not affect the
validity and enforceability of such Security if it has been duly authenticated and delivered by the
Trustee.



     The Company shall execute and the Trustee shall authenticate and deliver one or more Global
Securities with respect to each series of Securities that (i) shall represent an aggregate
amount equal to the aggregate principal amount of the initially issued Securities of such series,
(ii) shall be registered in the name of the Depositary or the nominee of the Depositary,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction and (iv) shall bear a legend substantially in the form required in Section 202.



     The Depositary must, at all times while it serves as such Depositary, be a clearing agency
registered under the Exchange Act, and any other applicable statute or regulation.



Section 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities of any series in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender
of the temporary Securities at the office or agency of the Company in a Place of Payment without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized denominations and having
the same Original Issue Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office or in any other office or agency of the Company in a Place
of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the



23









 







Company shall provide for the registration of Securities and of transfers and exchanges of
Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.



     Upon surrender for registration of transfer of any Security at the office or agency of the
Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Securities of the
same series of any authorized denominations and of like tenor and aggregate principal amount, of
the same original Issue Date and Stated Maturity and having the same terms.



     Notwithstanding any other provision of this Section, unless and until it is exchanged in whole
or in part for the individual Securities represented thereby, a Global Security representing all or
a portion of the Securities may not be transferred except as a whole by the Depositary to a nominee
of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary, or by such Depositary or any such nominee to a successor Depositary or nominee of
such successor Depositary.



     At the option of the Holder, Securities may be exchanged for other Securities, of the same
series of any authorized denominations, of like tenor and aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.



     If at any time the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary or if at any time the Depositary shall cease to be a clearing agency registered under
the Exchange Act as provided in Section 303, the Company shall appoint a successor Depositary. If
a successor Depositary is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual Securities, will
authenticate and make available for delivery, individual Securities in an aggregate principal
amount equal to the principal amount of the Global Security or Securities representing the
Securities in exchange for such Global Security or Securities.



     The Company may at any time and in its sole discretion (subject to the procedures of the
Depositary) determine that individual Securities issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities. In such event the
Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities, will authenticate and make



24









 







available for delivery, individual Securities in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing the Securities in exchange for
such Global Security or Securities.



     The Depositary may surrender a Global Security in exchange in whole or in part for individual
Securities on such terms as are acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for
delivery, without service charge:



     (1) to each Person specified by such Depositary a new individual Security or Securities of any
authorized denomination as requested by such Person in aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Security; and



     (2) to such Depositary a new Global Security in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the aggregate principal
amount of individual Securities delivered to Holders thereof.



     Upon the exchange of a Global Security for individual Securities in an aggregate principal
amount equal to the principal amount of such Global Security, such Global Security shall be
canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant
to this Section shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall make available for
delivery such individual Securities to the Persons in whose names such Securities are so
registered.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer or exchange.



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made to a Holder for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 not involving any
transfer.




25












 





     Neither the Company nor the Trustee shall be required, pursuant to the provisions of this
Section (i) to issue, register the transfer of or exchange any Security of any series
during a period beginning at the opening of business 15 calendar days before the day of the mailing
of a notice of redemption of any such Securities selected for redemption of Securities pursuant to
Article Eleven and ending at the close of business on the day of such mailing of notice of
redemption or (ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be redeemed in part, any
portion thereof that is not redeemed.



Section 306. Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same issue and series, of like tenor and principal amount, having the same Original
Issue Date and Stated Maturity and bearing the same Interest Rate as such mutilated Security, and
bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security has been acquired
by a bona fide purchaser, the issuing Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of
the same issue and series of like tenor and principal amount, having the same Original Issue Date
and Stated Maturity and bearing the same Interest Rate as such destroyed, lost or stolen Security,
and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



     Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time



26









 







enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



Section 307. Payment of Interest; Interest Rights Preserved.




     Interest on any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series. The initial payment of
interest on any Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 301 with respect to the related series of Securities.



     Any interest on any Security which is payable, but is not timely paid or duly provided for, on
any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”), shall
forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series in respect of which interest is in default (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security of
such



27









 







series at the address of such Holder as it appears in the Security Register not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer
be payable pursuant to the following Clause (2).



     (2) The Company may make payment of any Defaulted Interest on the Securities of any series in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities of the series in respect of which interest is in default may be listed, and upon
such notice as may be required by such exchange (or by the Trustee if the Securities are not
listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to
this Clause, such manner of payment shall be deemed practicable by the Trustee.



     Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



Section 308. Persons Deemed Owners.




     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 307) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.



     None of the Company, the Trustee nor any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.



Section 309. Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities and Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered



28









 







hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order, and the Trustee shall deliver to the Company a certificate evidencing
the disposition of the cancelled Securities. Acquisition by the Company of any Security shall not
operate as a redemption or satisfaction of the indebtedness represented by such Security unless and
until the same is delivered to the Trustee for cancellation.



Section 310. Computation of Interest.




     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.



Section 311. Deferrals of Interest Payment Dates.




     If specified as contemplated by Section 301 with respect to the Securities of a particular
series, the Company shall have the right, at any time during the term of such series, from time to
time to defer the payment of interest otherwise due and payable on such Securities for such period or periods as may be
specified as contemplated by Section 301 (each, a “Deferral Period”) during which periods the
Company shall have the right to make no or partial payments of interest on any Interest Payment Date, and
at the end of such Deferral Period the Company shall pay all interest then accrued and unpaid
thereon (together with Additional Interest thereon, if any, at the rate specified for the
Securities of such series to the extent permitted by applicable law), provided,
however, that, unless otherwise specified with respect to the
Securities of such series pursuant to Section 301, during any such Deferral Period, the Company shall not, and shall cause any
Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital
stock, (ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities that rank pari passu with or junior in
interest to the Securities of such series or make any guarantee payments with respect to the
foregoing (other than (a) dividends or distributions in common stock of the Company,
(b) any declaration of a dividend in connection with the implementation of a shareholders’
rights plan, or the issuance of stock under any such plan in the future or the redemption or
repurchase of any such rights pursuant thereto, (c) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of employees, officers, directors
or consultants, and (d) solely in the case of a Subsidiary of the Company, any declaration
of dividends or distributions on the capital stock of such Subsidiary of the



29









 







Company or
one of its Affiliates). Prior to the termination of any such Deferral Period, the
Company may further defer the payment of interest,
provided that such Deferral Period
together with all such previous and further extensions of such
Deferral Period shall not exceed
the period or periods so specified or extend beyond the Maturity of such Securities. Upon
termination of any Deferral Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Company may select a new Deferral Period, subject to the above
requirements. No interest shall be due and payable during a Deferral Period, except at the end
thereof. The Company shall give the Holders of the Securities of such series and the Trustee
notice of its selection of such Deferral Period at least one Business Day prior to the Interest
Payment Date.



     The
Trustee shall promptly give notice of the Company’s selection of
such Deferral Period to
the Holders of the Outstanding Securities of such series.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect with respect to
Securities of a series (except as to any surviving rights of registration of transfer or exchange
of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect
to such Securities, when:



     (1) either




     (A) all such Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or




     (B) all such Securities not theretofore delivered to the Trustee for cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one year, or



30









 






     (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company,




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds: (a) money; (b) Government Obligations which
through the scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any payment,
money; or (c) a combination thereof, in each case in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest (including any
Additional Interest) to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
provided, that the Trustee shall have the right (but not the obligation) to require the
Company to deliver to the Trustee an opinion of a nationally recognized firm of independent
public accountants expressed in a written certification, or other evidence satisfactory to
the Trustee, as to the sufficiency of deposits made by the Company pursuant to this
Section;



     (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company
with respect to such Securities; and



     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to such Securities have been complied with.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 401 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and the preceding paragraph, the obligations of the
Company to any Authenticating Agent under Section 614 and, if money and/or Government Obligations
shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section,
the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.



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Section 402. Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401 and all proceeds of such Government
Obligations and the interest thereon shall be held in trust and applied by it, in accordance with
the provisions of the Securities of the applicable series and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money and Government Obligations have been deposited with
the Trustee.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or Government Obligations held by it
as provided in Section 401 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee or in the opinion of such other Persons delivered to the Trustee as shall
be reasonably satisfactory to the Trustee (which may be the same opinion delivered to the Trustee
under Section 401(1)(B)), are in excess of the amount thereof which would then be required to be
deposited to effect the satisfaction and discharge of the Indenture with respect to the applicable
Securities.



ARTICLE FIVE




REMEDIES




Section 501. Events of Default.




     “Event of Default”, wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):



     (1) default in the payment of any interest upon any Security of that series, including any
Additional Interest in respect thereof, when it becomes due and payable, and such default continues
for a period of 30 days; provided, that a deferral of an interest payment by the Company for such Securities pursuant to Section 311
hereof or in accordance with such other terms as shall be established pursuant to Section 301,
shall not constitute a default in the payment of interest for this purpose; or



32









 





     (2) default in the payment of the principal of or premium, if any, on any Security of that
series at its Maturity; provided that an extension of the Maturity of such Securities in
accordance with the terms of such Securities or any indenture supplemental hereto shall not
constitute a default in the payment of principal or premium, if any; or




     (3) the entry of a decree or order by a court having jurisdiction in the premises adjudging
the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company in an
involuntary case under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 90 consecutive days; or



     (4) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent,
or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial
part of its property and such official is not discharged within 60 days, or the making by it of a
general assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due; or



     (5) any other Event of Default specified with respect to Securities of that series as
contemplated in Section 301.



     The Trustee shall have no right or
obligation under this Indenture or otherwise to exercise any remedies on behalf of the Holders of any Securities in
connection with any failure by the Company to comply with any covenant or warranty of the Company contained in this
Indenture (other than any covenant referred to in Section 501(1), (2) or (5)), unless the Trustee is directed
to exercise such remedies pursuant to and subject to the provisions of Section 512. In connection with any such
exercise of remedies, the Trustee shall be entitled to the same immunities and protections and remedial rights
(other than acceleration) as if such failure to comply were an Event of Default. The Trustee shall not be charged with
knowledge or notice of any such failure to comply unless and until it shall have received the foregoing direction
under Section 512.




33









 





Section 502. Acceleration of Maturity; Rescission and Annulment.




     If
an Event of Default (other than an Event of Default specified in
Section 501(3) or 501(4))
with respect to Securities of any series at the time Outstanding occurs and is continuing, then in
every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of that series may declare the principal amount (or, if the Securities
of that series are Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of and accrued but unpaid
interest on all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or
specified amount) and interest shall become
immediately due and payable. If an Event of Default specified in
Section 501(3) or 501(4) with
respect to Securities of a series at the time Outstanding occurs, the
principal amount (or specified amount) of and accrued but unpaid
interest on (subject to any limitation thereon applicable to such
series) all the
Securities of such series shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due and payable. The
payment of principal and interest (including any Additional Interest)
due as a result of the
acceleration of the Securities of a series pursuant to this Section shall remain subordinated to the extent provided in
Article Twelve.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its consequences if:



     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay




     (A) all overdue interest (including any Additional Interest) on all Securities of that
series,




     (B) the principal of (and premium, if any, on) any Securities of that series which
have become due otherwise than by such declaration of acceleration and any interest thereon
at the rate or rates borne by such Securities,




     (C) to the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates borne by or prescribed therefor in such
Securities, and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
and



34









 





     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal (or a specified portion of the principal) of and interest on
Securities of that series which has become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



     Upon receipt by the Trustee of written notice declaring such an acceleration, or rescission
and annulment thereof, with respect to Securities of a series all or part of which is represented
by a Global Security, a record date shall be established for determining Holders of Outstanding
Securities of such series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether
or not such Holders remain Holders after such record date; provided, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be, shall have become
effective by virtue of the requisite percentage having joined in such notice prior to the day which
is 90 days after such record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by any Holder be
canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration
of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the preceding sentence,
in which event a new record date shall be established pursuant to the provisions of this
Section 502.



Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:



     (1) default is made in the payment of any interest (including any Additional Interest) on any
Security when such interest becomes due and payable and such default continues for a period of 30
days, or



     (2) default is made in the payment of the principal of (and premium, if any, on) any Security
at the Maturity thereof,



     the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal, including any
sinking fund payment or analogous obligations (and premium, if any) and interest (including any
Additional Interest), including, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium if



35









 







any) and on any overdue interest (including any Additional Interest) at the rate or rates
prescribed therefor in such Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.



     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Securities, wherever situated.



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



Section 504. Trustee May File Proofs of Claim.




     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors:



     (a) the Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise,




     (i) to take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding, and




     (ii) in particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same in
accordance with Section 506; and



     (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee for distribution in accordance with Section 506, and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation,



36









 







expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other
similar committee.



Section 505. Trustee May Enforce Claims Without Possession of Securities.




     All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.



Section 506. Application of Money Collected.




     Any money or property collected or to be applied by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money or property on account of
principal (or premium, if any) or interest (including any Additional Interest), upon presentation
of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under
Section 607;



     SECOND: Subject to Article Twelve, to the payment of the amounts then due and unpaid upon
such series of Securities for principal (and premium, if any) and interest (including any
Additional Interest), in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due and
payable on such series of Securities for principal (and premium, if any) and interest (including
any Additional Interest), respectively; and



     THIRD: To the payment of the remainder, if any, to the Company, its successors or assigns or
to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.



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Section 507. Limitation on Suits.




     No Holder of any Securities of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or
trustee or for any other remedy hereunder, unless:



     (1) such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of that series;



     (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;



     (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities to be incurred in compliance with such request;



     (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and



     (5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series;



     it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such Holders.



Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307 and Section 311) interest (including any Additional
Interest) on such Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such Holder.



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Section 509. Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.



Section 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



Section 511. Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.



     Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.



Section 512. Control by Holders.




     The Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that:



     (1) such direction shall not be in conflict with any rule of law or with this Indenture,
involve the Trustee in personal liability or be unduly prejudicial to the Holders of the Securities
not joining in the action; and



39









 





     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



     Upon receipt by the Trustee of any written notice directing the time, method or place of
conducting any such proceeding or exercising any such trust or power, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date shall be
established for determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the Trustee receives
such notice. The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after
such record date; provided, that, unless the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have joined in such notice prior to the day which
is 90 days after such record date, such notice shall automatically and without further action by
any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder,
or a proxy of a Holder, from giving, after expiration of such 90-day period, a new notice identical
to a notice which has been canceled pursuant to the proviso to the preceding sentence, in
which event a new record date shall be established pursuant to the provisions of this Section 512.



Section 513. Waiver of Past Defaults.




     The Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of any series may, on behalf of the Holders of all the Securities of such series, waive
any past default hereunder with respect to such series and its consequences, except a default:



     (1) in the payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security of such series, or



     (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



Section 514. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in



40









 







any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, any
party litigant in such suit to file an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any such party litigant in such suit, having due regard to the merits and good faith of the claims
or defenses made by such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company or by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities
of any series, or any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest (including any Additional Interest) on any Security
on or after the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date).



Section 515. Waiver of Usury, Stay or Extension Laws.




     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been
enacted.



ARTICLE SIX




THE TRUSTEE




Section 601. Certain Duties and Responsibilities.




     The duties, responsibilities, protections, privileges, and immunities of the Trustee shall be
as provided by the Trust Indenture Act, particularly Sections 315 and 316 thereof, unless expressly
excluded as provided in this Article Six. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.



41









 





     Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.



Section 602. Notice of Defaults.




     If a default occurs hereunder with respect to the Securities of a series, the Trustee within
90 days of such default shall give the Holders of such Securities notice of such default as and to
the extent provided by the Trust Indenture Act; provided, however, that the Trustee may withhold notice to the Holders, of any
default with respect to Securities of a series (except any default of the character specified in
Section 501(1) and (2)), if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of the notice is in the interest of the Holders of such Securities. For the
purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to the Securities of a series.



Section 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:



     (1) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;



     (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;



     (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate and may at its discretion secure such further
evidence deemed necessary or advisable, but shall in no case be bound to secure the same;



     (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and



42









 







protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;



     (5) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;



     (6) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;



     (7) the Trustee’s immunities and protections from liability and its rights to compensation and
indemnification in connection with the performance of its duties under this Indenture shall extend
to the Trustee’s officers, directors, agents and employees and its services as Paying Agent,
Security Registrar or any other role assumed by the Trustee hereunder or to which it has been
appointed with respect to the Securities issued hereunder. Such immunities and protections and
right to indemnification, together with the Trustee’s right to compensation, shall survive the
Trustee’s resignation or removal and final payment of the Securities;



     (8) the Trustee is not required to give any bond or surety with respect to the performance of
its duties or the exercise of its powers under this Indenture;



     (9) the Trustee shall not be deemed to have knowledge of any “default” or Event of Default
hereunder except (i) during any period it is serving as Paying Agent for the Securities of
a series, any Event of Default pursuant to Section 501(1) or (2), or (ii) any default or
Event of Default of which a Responsible Officer shall have received written notification from the
Company or the Holders of at least 25% in aggregate principal amount of the Securities of the
series with respect to which such default or Event of Default has occurred and is continuing or
obtained “actual knowledge.” The term “actual knowledge” as used herein shall mean the actual fact
or statement of knowing by a Responsible Officer without independent investigation with respect
thereto. The term “default” as used in this Section 603 shall mean any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of a
series;



43









 





     (10) the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture (other than the payment of debt service on the Securities from moneys
furnished to it pursuant hereto), whether at the request or direction of the Holders or any other
Person, pursuant to this Indenture or otherwise, unless it shall have been offered reasonable
indemnity or security against the fees, advances, costs, expenses and liabilities which might be
incurred by it in connection with the exercise of any such rights or
powers; and





     (11) in no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services.



     Notwithstanding anything else herein contained, (i) the Trustee shall not be liable
for any error of judgment made in good faith by any officer of the Trustee unless it shall be
proved that the Trustee was grossly negligent in ascertaining the pertinent facts and
(ii) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers if it believes the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.



Section 604. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.



Section 605. May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise



44









 







deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.



Section 606. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as agreed with the Company herein or otherwise.



Section 607. Compensation and Reimbursement.




     The Company agrees:



     (1) to pay to the Trustee from time to time reasonable compensation for all services rendered
by it hereunder (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);



     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the
reasonable expenses and disbursements of its agents or attorneys), except any such expense,
disbursement or advance as may be attributable to the negligence, willful misconduct or bad faith
of it or of its agents or attorneys;



     (3) to indemnify, defend and to hold the Trustee harmless against, any loss, liability or
expense (including the reasonable compensation and the reasonable expenses and disbursements of its
agents or attorneys) incurred without negligence, willful misconduct or bad faith on its part,
arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending itself against any claim or
liability in connection therewith or with the exercise or performance of any of its powers or
duties hereunder;



     (4) that the Trustee shall have a lien prior to the Securities upon all property and funds
held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section
607, except with respect to funds held in trust for the benefit of the Holders of particular
Securities; and



     (5) without limiting any rights available to the Trustee under applicable law, that when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 501(4) or Section 501(5), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or other similar law.




45












 





Section 608. Disqualification; Conflicting Interests.




     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities
of more than one series or by virtue of being a Trustee under this Indenture and under (i) the
Indenture dated as of October 20, 1995 between the Company and The Bank of New York Trust Company,
N.A. (successor to The Chase Manhattan Bank (National Association)), as Trustee, (ii) the Indenture
dated as of March 9, 2004, between the Company and The Bank of New York Trust Company, N.A.
(successor to The Chase Manhattan Bank (National Association)), as Trustee or (iii) the Indenture
dated as of April 11, 2007 between the Company and The Bank of New York Trust Company, N.A., as
Trustee.



Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall (i) be a corporation
organized and doing business under the laws of the United States of America, any State thereof or
the District of Columbia, (ii) be authorized under such laws to exercise corporate trust
powers, (iii) have a combined capital and surplus of at least $50,000,000, and (iv)
be subject to supervision or examination by Federal or State authority. If such corporation files
reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so filed. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article Six. Neither the Company nor any Person directly
or indirectly controlling, controlled by or under common control with the Company shall serve as
Trustee for the Securities of any series issued hereunder.



Section 610. Resignation and Removal; Appointment of Successor.




     No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.



     The Trustee may resign as Trustee at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been delivered



46









 







to the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.



     The Trustee may be removed as Trustee hereunder at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.



     If at any time:



     (1) the Trustee shall fail to comply with Section 608 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at least six months; or



     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after
written request therefor by the Company or by any such Holder; or



     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,



     then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or
(ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee
or Trustees.



     If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series and shall comply with the applicable requirements
of Section 611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by Section 611, any Holder
who has been a bona fide Holder of a



47









 







Security for at least six months may, subject to Section 514, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.



     The Company shall give notice of each resignation and each removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



Section 611. Acceptance of Appointment by Successor.




     (a) In the case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which
(i) shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder



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administered by any other such Trustee and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.



     (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.



     (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.



Section 612. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.



Section 613. Preferential Collection of Claims Against Company.




     If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor).



Section 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to



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authenticate Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State, Territory or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent files reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so filed. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent, which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 106 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent.



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     No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



     If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



     This is one of the Securities referred to in the within mentioned Indenture.



	 	 	 	 	 
	 	The Bank of New York Trust Company,

N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 701. Company to Furnish Trustee Names and Addresses of Holders.





     The Company will furnish or cause to be furnished to the Trustee:



     (a) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular
Record Date, and



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished; provided, that no such list
need be provided in any case to the extent it would include names and addresses received by the
Trustee in its capacity as Security Registrar.



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Section 702. Preservation of Information, Communications to Holders.




     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.



     (b) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



Section 703. Reports by Trustee.




     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such May 15, which complies with the provisions of such Section
313(a).



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the Commission and with
the Company. The Company will notify the Trustee whenever any Securities are listed on any stock
exchange.



Section 704. Reports by Company.




     The Company shall:



     (1) file
with the Trustee, within 15 days after the Company files the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of said Sections, then it shall file with
the Trustee



52









 







and the Commission, in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules
and regulations. All reports, information and documents described in
this paragraph 704(1) and filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval (EDGAR) system or
any successor system shall be deemed to be filed with the Trustee; provided, that the Company shall have given the Trustee notice of such filing in accordance with
Section 105(1).
The Company also shall at all times comply with the provisions of
Section 314(a) of the Trust Indenture Act;



     (2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and



     (3) transmit by mail, to all Holders, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant to Clauses (1) and
(2) of this Section as may be required by rules and regulations prescribed from time to time by the
Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




Section 801. Company May Consolidate, Etc., Only on Certain Terms.




     (a) Subject to Section 801(c), the Company shall not consolidate with or merge with or into
any other Person or convey, transfer or lease its assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge with or into the
Company, unless:



     (1) the Company is the surviving corporation in a merger or consolidation; or



     (2) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its assets substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the assets of the Company substantially as an entirety shall be a
corporation, partnership, trust or limited liability company, organized and validly existing under
the laws of the United States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest (including
Additional Interest) on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed or observed; and



53









 





     (3) immediately after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default, shall have happened
and be continuing; and



     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.



     (b) Subject to Section 801(c), any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result of any such transaction shall be treated as having been incurred by the
Company or such Subsidiary at the time of such transaction.



     (c) The provisions of Section 801(a) and (b) shall not be applicable to:



     (1) the direct or indirect conveyance, transfer or lease of all or any portion of the stock,
assets or liabilities of any of the Company’s wholly owned Subsidiaries to the Company or to other
wholly owned Subsidiaries of the Company; or



     (2) any recapitalization transaction, a change of control of the Company or a highly leveraged
transaction unless such transaction or change of control is structured to include a merger or
consolidation by the Company or the conveyance, transfer or lease of the Company’s assets
substantially as an entirety.



Section 802. Successor Corporation Substituted.




     Upon any consolidation of the Company with, or merger of the Company into, any other Person or
any conveyance, transfer or lease of the assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company herein, and thereafter,
except in the case of any lease, the Company shall be relieved of all obligations and covenants
under this Indenture and the Securities and may be dissolved and liquidated.



     In case of any such consolidation, merger, conveyance, transfer or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.



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ARTICLE NINE




SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:



     (1) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities; or



     (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to
surrender any right or power herein conferred upon the Company; or



     (3) to provide for the issuance under this Indenture of Securities in bearer form (including
securities registrable as to principal only) and to provide for exchangeability of such Securities
for Securities issued hereunder in fully registered form, and to make all appropriate changes for
such purpose; or



     (4) to provide for the issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 201 or 301; or



     (5) to add to, delete from, or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication, and delivery of the Securities, as
herein set forth; provided that no such indenture supplemental hereto shall apply to Securities
that are then Outstanding, except in connection with any change in authorized amount contemplated
by the proviso to Section 301(2); or



     (6) to add to the covenants of the Company for the benefit of the Holders of all Securities or
any series of Securities (and if such covenants are to be for the benefit of less than all series
of Securities, stating that such covenants are expressly being included solely for the benefit of
such series) or to surrender any right or power herein conferred upon the Company, or to add to the
rights of the Holders of any series of Securities; or



     (7) to add any additional Events of Default (and if such additional Events of Default are to
be for the benefit of less than all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such series); or



55









 





     (8) to add to, change or eliminate any of the provisions of this Indenture in respect of one
or more series of Securities; provided that any such addition, change or elimination (A)
shall neither (i) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the Holder of any such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding; or



     (9) to secure the Securities; or



     (10) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee pursuant to the requirements of Section 611(b); or



     (11) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture as the Company and the Trustee may
deem necessary and desirable, provided that such action pursuant to this Clause (11) shall
not adversely affect the interests of the Holders of Securities of any series in any material
respect; or



     (12) to conform any provision hereof to the requirements of the Trust Indenture Act or
otherwise as necessary to comply with applicable law; or



     (13) to modify the provisions in Article Twelve of this Indenture with respect to the
subordination of Outstanding Securities of any series in a manner not materially adverse to the
Holders thereof; or



     (14) to make any change that does not adversely affect the rights of any Holder in any
material respect.



Section 902. Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby:



56









 





     (1) except to the extent permitted by Section 311 or as otherwise specified as contemplated by
Section 301 with respect to the deferral of the interest
otherwise due and payable
on the Securities of any
series, change the Stated Maturity of the principal of, or any installment of interest (including
any Additional Interest) payable on, any Outstanding Security, or reduce the principal amount of or
the rate of interest thereon or reduce any premium payable upon the redemption thereof, or reduce
the amount of principal of an Original Issue Discount Security that would be due and payable upon
redemption or would be provable in bankruptcy, or adversely affect any right of repayment of the
Holder of any Security or change the Place of Payment or the coin or currency in which, any
Outstanding Security or the interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date);



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences);



     (3) modify any of the provisions of this Section, Section 513 or Section 1006, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in
this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements
of Sections 611 and 901(10); or



     (4) modify
the provisions of Article Twelve of this Indenture with respect to the
subordination of Outstanding Securities of any series in a manner materially adverse to the Holders
thereof.



     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



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Section 903. Execution of Supplemental Indentures.




     In executing or accepting the additional trusts created by any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that all conditions
precedent have been complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties, protections,
privileges, indemnities, liabilities or immunities under this Indenture or otherwise.



Section 904. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



Section 905. Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.



Section 906. Reference in Securities to Supplemental Indentures.




     Securities authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.



ARTICLE TEN




COVENANTS




Section 1001. Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on



58









 







the Securities of that series in accordance with the terms of such Securities and this
Indenture.



     Unless otherwise specified as contemplated by Section 301, the Company shall pay interest on
overdue amounts at the rate set forth in the first paragraph of the Securities, and it shall pay
interest on overdue interest at the same rate (to the extent that the payment of such interest
shall be legally enforceable), which interest on overdue interest shall accrue from the date such
amounts became overdue.



Section 1002. Maintenance of Office or Agency.




     The Company will maintain in the Borough of Manhattan, The City of New York and each other
Place of Payment for any series, an office or agency where Securities of that series may be
presented or surrendered for payment, and an office or agency where Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company initially appoints the
Trustee, acting through its corporate trust office in the Borough of Manhattan, The City of New
York, as its agent for said purposes. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, the City of New York and each other Place of Payment for
Securities of any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other
office or agency.



Section 1003. Money for Security Payments to be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities of such series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) and any
interest so becoming due until such sums shall be paid to such Persons or



59









 







otherwise disposed of as herein provided, and will promptly notify the Trustee of its action
or failure so to act.



     Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of
the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent, (ii) give the Trustee notice of
any default by the Company (or any other obligor upon the Securities) in the making of any payment
of principal (and premium, if any) or interest, and (iii) at any time during the
continuance of any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by the Company or any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.



     Any money or U.S. Government Obligation (including the proceeds thereof and the interest
thereon) deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of (and premium, if any) or interest on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company at its option on Company Request (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property law), or (if then held
by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business



60









 







Day and of general circulation in the Borough of Manhattan, The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company.



Section 1004. Statement by Officers as to Default.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate covering the preceding fiscal
year, stating whether or not, to the best knowledge of the signers thereof, the Company is in
default in the performance and observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice provided hereunder) and,
if the Company shall be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge.



Section 1005. Payment of Taxes.




     The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all taxes, assessments and governmental charges levied or imposed upon the
Company or any Restricted Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary, and lawful claims for labor, materials and supplies, which, if unpaid, might
by law become a Lien upon the property of the Company or any Restricted Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment or governmental charge whose amount,
applicability or validity is being contested in good faith by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the Holders of the
Securities.



Section 1006. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision, covenant
or condition set forth in any covenant provided pursuant to Section 301(10) or 901(6) for the
benefit of the Holders or in Section 1005, with respect to the Securities of any series if before
or after the time for such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



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ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101. Company’s Right of Redemption.




     Unless otherwise specified as contemplated by Section 301 with respect to the Securities of a
particular series, and notwithstanding any additional redemption rights that may be so specified,
the Company may, at its option, redeem the Securities of any series after their date of issuance in
whole or in part at any time and from time to time, subject to the provisions of this Section 1101
and the other provisions of this Article Eleven. Unless otherwise specified as contemplated by
Section 301 with respect to the Securities or a particular series, the redemption price for any
Security so redeemed shall be equal to 100% of the principal amount of such Securities then
Outstanding plus accrued and unpaid interest up to, but excluding, the date fixed for redemption;
provided, however, that installments of accrued and unpaid interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of Section 307, unless otherwise
so specified.



Section 1102. Applicability of Article.




     Redemption of Securities, as permitted or required by any form of Security issued pursuant to
this Indenture or the documentation providing therefor, shall be made in accordance with such form
of Security or documentation and this Article Eleven; provided, however, that if
any provision of any such form of Security or documentation shall conflict with any provision of
this Article, the provision of such form of Security or documentation shall govern. Except as
otherwise set forth in the form of Security for such series or such documentation, each Security
shall be subject to partial redemption only in the amount of $5,000
and integral multiples of
$1,000 thereafter.



Section 1103. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of the Securities of a
series, the Company shall, at least 45 days but not more than 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (a) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or (b) pursuant to an election of the Company which is subject
to a condition specified in



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the terms of such Securities, the Company shall furnish the Trustee with an Officers’
Certificate and an Opinion of Counsel evidencing compliance with such restriction or condition.



Section 1104. Selection by Trustee of Securities to be Redeemed.




     If less than all the Securities are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called
for redemption, by such method as the Trustee in its sole discretion shall deem fair and
appropriate and which may provide for the selection for redemption of a portion of the principal
amount of any Security, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Security. If less than all the Securities and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities and specified tenor not previously
called for redemption in accordance with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in the case of any Securities selected for partial redemption as
aforesaid, the principal amount thereof to be redeemed.



     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed. If the Company shall so direct, Securities registered in the name of the
Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected
for redemption.



Section 1105. Notice of Redemption.




     Unless otherwise specified as contemplated by Section 301 with respect to the Securities of a
particular series, notice of redemption shall be given by first-class mail, postage prepaid, mailed
not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at its address appearing in the Security



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Register. Unless the Company defaults in payment of the Redemption Price, on and after the
Redemption Date, interest shall cease to accrue on the Securities.



     All notices of redemption shall state:



     (1) the Redemption Date;



     (2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof;



     (3) if less than all the Outstanding Securities consisting of more than a single Security are
to be redeemed, the identification (and, in the case of partial redemption of any such Securities,
the principal amounts) of the particular Securities to be redeemed and, if less than all the
Outstanding Securities consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed;



     (4) that on the Redemption Date the Redemption Price will become due and payable upon each
such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date; and



     (5) the place or places where each such Security is to be surrendered for payment of the
Redemption Price.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company and shall be irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In
any case, a failure to give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.



Section 1106. Deposit of Redemption Price.




     Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.



Section 1107. Securities Payable on Redemption Date.




     Notice of redemption having been given pursuant to Section 1105, the Securities to be so
redeemed shall, on the Redemption Date, become due and payable at the



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Redemption Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Securities shall cease to
bear or accrue any interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price, together with any
accrued but unpaid interest to, but excluding, the Redemption Date; provided,
however, that installments of accrued and unpaid interest whose Stated Maturity is on or
prior to the Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Regular Record
Dates according to their terms and the provisions of Section 307, unless, in connection with a
Redemption Date falling on an Interest Payment Date, the Securities of the particular series
provide that interest payable on an Interest Payment Date that is a Redemption Date shall be paid
to the Person to whom principal is payable.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.



Section 1108. Securities Redeemed in Part.




     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of like tenor, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.



ARTICLE TWELVE




SUBORDINATION OF SECURITIES




Section 1201. Securities Subordinate to Senior Indebtedness.




     The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this
Article, the payment of the principal of (and premium, if any) and interest (including any
Additional Interest) on each and all of the Securities are hereby expressly made subordinate in
right of payment to the prior payment in full of all amounts then due and payable in respect of all
Senior Indebtedness. Each Holder, by its acceptance hereof, waives all notice of acceptance of the
subordination provisions



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contained herein by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred and waives reliance by each such holder upon said provisions.









Section 1202. Payment Over of Proceeds Upon Dissolution, Etc.




     Upon any payment or distribution of assets to creditors upon any liquidation, dissolution,
winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s
insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”),
the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of
(and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any
payment or distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by reason of the payment
of any other indebtedness of the Company (including any series of the Securities) subordinated to
the payment of the Securities, such payment or distribution being hereinafter referred to as a
“Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest
(including any Additional Interest) on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior
Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or
distribution of any kind or character, whether in cash, property or securities, including any
Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in
any such Proceeding.







     In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or
the Holder of any Security shall have received any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, including any Junior
Subordinated Payment, before all Senior Indebtedness is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, and if written notice thereof from the Company or any holder of Senior Indebtedness
(or any trustee, agent or representative therefor) shall, at least three Business Days prior to
the time of such payment or distribution, have been received by a Responsible Officer of the
Trustee or, as the case may be, such Holder, then and in such event such payment or distribution
shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the
Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.



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     For purposes of this Article only, the words “any payment or distribution of any kind or
character, whether in cash, property or securities” shall not be deemed to include shares of stock
of the Company as reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which securities are subordinated in right
of payment to all then outstanding Senior Indebtedness to substantially the same extent as the
Securities are so subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or dissolution of the Company
following the sale of all of its properties and assets or of its properties and assets
substantially as an entirety to another Person or the liquidation or dissolution of the Company
following the sale of all of its properties and assets or of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which acquires by sale all
such properties and assets or such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set
forth in Article Eight.



Section 1203. Prior Payment to Senior Indebtedness Upon Acceleration of Securities.




     In the event that any Securities are declared due and payable before their Stated Maturity,
then and in such event the holders of the Senior Indebtedness outstanding at the time such
Securities so become due and payable shall be entitled to receive payment in full of all amounts
due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration), or
provision shall be made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character, whether in cash,
properties or securities (including any Junior Subordinated Payment) by the Company on account of
the principal of (or premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise
specified as contemplated by Section 301 for the Securities of any series by delivering and
crediting as contemplated by Section 301 for the Securities of any series Securities which have
been acquired (upon redemption or otherwise) prior to such declaration of acceleration.



     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and
if written notice of such fact from the Company or any holder of Senior Indebtedness (or any
trustee, agent or representative therefor) shall, at least three Business Days prior to the time
of such payment, have been received by a



67









 







Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event
such payment shall be paid over and delivered forthwith to the Company.



     The provisions of this Section shall not apply to any payment with respect to which Section
1202 would be applicable.



Section 1204. No Payment When Senior Indebtedness in Default. 




     (a) In the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Indebtedness, or in the event that any
event of default with respect to any Senior Indebtedness shall have occurred and be continuing and
shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable, unless and until such event of
default shall have been cured or waived or shall have ceased to exist and such acceleration shall
have been rescinded or annulled, or (b) in the event any judicial proceeding shall be
pending with respect to any such default in payment or such event of default, then no payment or
distribution of any kind or character, whether in cash, properties or securities (including any
Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium,
if any) or interest (including any Additional Interest), if any, on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any Subsidiary; provided,
however, that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with this Indenture or as otherwise specified as contemplated by Section 301
for the Securities of any series by delivering and crediting pursuant to Section 1202 or as
otherwise specified as contemplated by Section 301 for the Securities of any series Securities
which have been acquired (upon redemption or otherwise) prior to such default in payment or event
of default.



     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and
if written notice thereof from the Company or any holder of Senior Indebtedness (or any trustee,
agent or representative therefor) shall, at least three Business Days prior to the time of such
payment, have been received by the Trustee or, as the case may be, such Holder, then and in such
event such payment shall be paid over and delivered forthwith to the Company.



     The provisions of this Section shall not apply to any payment with respect to which Section
1202 would be applicable.



Section 1205. Payment Permitted If No Default.




     Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities
shall prevent (a) the Company, at any time except during the pendency of any



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Proceeding referred to in Section 1202 or under the conditions described in Sections 1203 and
1204, from making payments at any time of principal of (and premium, if any) or interest on the
Securities, or (b) the application by the Trustee of any money or Government Obligations
deposited with it hereunder to the payment of or on account of the principal of (and premium, if
any) or interest (including any Additional Interest) on the Securities or the retention of such
payment by the Holders, if, at least three Business Days prior to the time of such application by
the Trustee, a Responsible Officer of the Trustee did not receive written notice from the Company
or any holder of Senior Indebtedness (or any trustee, agent or representative therefor) that such payment would have been prohibited by the provisions of this Article.
Notwithstanding anything herein to the contrary, money or Government Obligations held in trust
pursuant to Section 402 or 1305 shall not be subject to the claims of the holders of Senior
Indebtedness under this Article Twelve.



Section 1206. Subrogation to Rights of Holders of Senior Indebtedness.




     Subject to the payment in full of all Senior Indebtedness, or the provision for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this
Article (equally and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to Senior Indebtedness of the Company to substantially the same
extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights
of subrogation by reason of any payments or distributions made to holders of such Senior
Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation or assignment, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or
the Trustee would be entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.



Section 1207. Provisions Solely to Define Relative Rights.




     The provisions of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities on the one hand and the holders of Senior
Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as between the Company and the
Holders of the Securities, the obligations of the Company,



69









 







which are absolute and unconditional, to pay to the Holders of the Securities the principal of
(and premium, if any) and interest (including any Additional Interest) on the Securities as and
when the same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and creditors of the
Company other than their rights in relation to the holders of Senior Indebtedness; or
(c) prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture including, without
limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.



Section 1208. Trustee to Effectuate Subordination.




     Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee
on his or her behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination provided in this Article and appoints the Trustee his or her
attorney-in-fact for any and all such purposes.



Section 1209. No Waiver of Subordination Provisions.




     No right of any present or future holder of any Senior Indebtedness to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be otherwise charged with.



Section 1210. Notice to Trustee.




     The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof from the Company or a
holder of Senior Indebtedness or from any trustee, agent or representative therefor (whether or not
the facts contained in such notice are true); provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least three Business
Days prior to the date upon which by the terms hereof any monies may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if any) or interest
(including any Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and



70









 







authority to receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary which may be received by it within
three Business Days prior to such date.




			
	Section 1211.	 	Reliance on Judicial Order or Certificate of Liquidating Agent or Other
Notices.





     Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Article Six, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent jurisdiction in which
such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.



     The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or an agent or representative of such
holder or a trustee under any indenture under which any instruments evidencing any such Senior
Indebtedness may have been issued) to establish that such notice has been given by a holder of such
Senior Indebtedness or such agent or representative or trustee on behalf of such holder. In the
event that the Trustee determines in good faith that further evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Twelve, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the right of such Person under this Article Twelve,
and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment or distribution.



Section 1212. Trustee Not Fiduciary for Holders of Senior Indebtedness.




     The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company
or to any other Person cash, property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.



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	Section 1213.	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s
Rights.





     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.



     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607 or the second to last paragraphs of Sections 401 and 1305.



Section 1214. Article Applicable to Paying Agents.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee.



Section 1215. Certain Conversions or Exchanges Deemed Payment.




     For the purposes of this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Securities shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest (including any
Additional Interest) on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property or securities
(other than junior securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such Security. For the purposes of this Section,
the term “junior securities” means (i) shares of any stock of any class of the Company and
(ii) securities of the Company which are subordinated in right of payment to all Senior
Indebtedness which may be outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article.



ARTICLE THIRTEEN




DEFEASANCE AND COVENANT DEFEASANCE




Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance.




     The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied
to any Securities upon compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution.



72









 





Section 1302. Defeasance and Discharge.




     Upon the Company’s exercise of its option (if any) to have this Section applied to any
Securities, the Company shall be deemed to have been discharged from its obligations with respect
to such Securities as provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company and upon Company Request, shall execute proper instruments acknowledging the
same), subject to the following, which shall survive until otherwise terminated or discharged
hereunder:



     (1) the Company’s obligations with respect to such Securities under Sections 304, 305, 306,
1002 and 1003;



     (2) the rights, powers, trusts, duties and immunities of the Trustee hereunder; and



     (3) this Article.



     Subject to compliance with this Article, the Company may exercise its option (if any) to have
this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to
have Section 1303 applied to such Securities.



Section 1303. Covenant Defeasance.




     Upon the Company’s exercise of its option (if any) to have this Section applied to any
Securities the Company shall be released from its obligations under Section 801 and
Section 1005 and any covenants provided pursuant to 901(6) for the benefit of the Holders of such
Securities as provided in this Section on and after the date the conditions set forth in Section
1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other



73









 







document, but the remainder of this Indenture and such Securities shall be unaffected thereby.



     Notwithstanding any Covenant Defeasance with respect to Section 801, any Person that would
otherwise have been required to assume the obligations of the Company pursuant to said Section
shall be required, as a condition to any merger, consolidation, conveyance, transfer or lease
contemplated thereby, to assume the obligations of the Company to the Trustee under Sections 401,
607 and 1305.



Section 1304. Conditions to Defeasance or Covenant Defeasance.




     The following shall be the conditions to the application of Section 1302 or Section 1303 to
any Securities:



     (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee which satisfies the requirements contemplated by Section 609 and agrees to
comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Securities, (i) money, or (ii)
Government Obligations which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due date of
any payment, money, or (iii) a combination thereof, in each case in an amount sufficient to
pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such Securities due on or
before the respective Stated Maturities or the Redemption Date, in accordance with the terms of
this Indenture and such Securities; provided that the Trustee shall have the right (but not the
obligation) to require the Company to deliver to the Trustee an opinion of a nationally recognized
firm of independent public accountants expressed in a written certification, or other evidence
satisfactory to the Trustee, as to the sufficiency of deposits made by the Company pursuant to this
Section.



     (2) In the event of an election to have Section 1302 apply to any Securities, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this instrument, there has been a change in the applicable Federal
income tax law, in the case of either (i) or (ii) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit, Defeasance and
discharge were not to occur.



74









 





     (3) In the event of an election to have Section 1303 apply to any Securities, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject
to Federal income tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.



     (4) No event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event specified in Sections
501(4) and (5), at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 90th day).



     (5) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under, any indenture or other agreement or instrument for borrowed money to
which the Company is a party or by which it is bound.



     (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment Company Act unless
such trust shall be registered under the Investment Company Act or exempt from registration
thereunder.



     (7) If such Securities are to be redeemed prior to Stated Maturity (other than from mandatory
sinking fund payments or analogous payments), notice of such redemption shall have been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.



     (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.




			
	Section 1305.	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous
Provisions.





     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof and the interest thereon) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including



75









 







the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of principal and any premium
and interest, but money so held in trust need not be segregated from other funds except to the
extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or Government Obligations held by it
as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee or in the opinion of such other Persons delivered to the Trustee as shall
be reasonably satisfactory to the Trustee (which may be the same opinion delivered to the Trustee
under Section 1304(1)), are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.



Section 1306. Reinstatement.




     If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such Security following
such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held in trust.



Section 1307. Qualifying Trustee.




     Any trustee appointed pursuant to Section 1304 for the purpose of holding trust funds
deposited pursuant to that Section shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the
Trustee shall be entitled to conclusively rely, that all



76









 




conditions precedent provided for herein to the related Defeasance or Covenant Defeasance have been complied with.
In no event shall the Trustee be liable for any acts or omissions of said trustee.




*       *       *





77









 








     This instrument may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts
shall together constitute but one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.



	 	 	 	 	 
	THE HARTFORD FINANCIAL
SERVICES GROUP, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK TRUST
COMPANY, N.A.,	 	 
	as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







78












 





EXHIBIT A




[SPECIMEN BOND]




(FORM OF FACE OF SECURITY)




     [If the Security is an Original Issue Discount Security, insert — This Security was issued
with original issue discount for United States Federal income tax purposes. For further
information, please contact [name, title and address or telephone number of a representative of the
Company].



THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Title of Security)




	 	 	 	 	 	 	 	 	 	 	 
	No.

	 	 	 	 	 	 	$	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the
laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Insert
if Global Security—Cede & Co.], or registered assigns, the principal sum of                      Dollars on
                     [If the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from                      or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on                      and                      in each year,
commencing                     , at the rate of       % per annum, on the basis of a 360-day year consisting of
twelve 30-day months, until the principal hereof is paid or duly provided for or made available for
payment] [(If applicable insert – , and (to the extent that the payment of such interest shall be
legally enforceable) at the rate of      % per annum on any overdue principal and premium and on any
overdue installment of interest)].



     [If the Security is to bear interest prior to Maturity, insert — The interest 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 the Regular Record Date for such interest,
which shall be the date which is fifteen days (whether or not a Business Day) 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 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



A- 1 









 






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].



     [If the Security is not to bear interest prior to Maturity, insert – The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of      % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such default in payment
to the date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of      % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.]



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee its attorney-in-fact for any and all such purposes. Each Holder
hereof, by its acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.






     [If applicable, insert- The Company shall have the right at any time during the term of this
Security, from time to time, to defer the payment of interest
otherwise due and payable on such Security for up to
___ consecutive [months]
[quarters] with respect to each deferral period (each a
“Deferral Period”), during which periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date, and at the end of which the Company shall pay all interest
then accrued and unpaid (together with Additional Interest thereon to the extent permitted by
applicable law); provided that during any such Deferral Period, the Company will not, and
will not permit any Subsidiary of the Company to (i) declare or pay any dividends or
distributions or redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Company’s outstanding capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt security that ranks pari
passu with or junior in interest to this Security or make any guarantee payments with
respect to the foregoing (other than (a) dividends or distributions in common stock of the
Company, (b) any declaration of a


A- 2 









 







dividend in connection with the implementation of a shareholders’ rights plan, or the issuance
of stock under any such plan in the future or the redemption or repurchase of any such rights
pursuant thereto, (c) repurchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or consultants, and
(d) solely in the case of a Subsidiary of the Company, any declaration of dividends or
distributions on the capital stock of such Subsidiary of the Company or one of its Affiliates).
Prior to the termination of any such Deferral Period, the Company may
further defer the payment of interest, provided that such Deferral Period together with all such previous and
further extensions of such Deferral Period, shall not exceed ___consecutive [months] [quarters] or
extend beyond the Maturity of this Security. Upon the termination of any such Deferral Period and
upon the payment of all accrued and unpaid interest and any Additional Interest then due, the
Company may select a new Deferral Period, subject to the above requirements. No interest shall be
due and payable during a Deferral Period except at the end thereof. The Company shall give the
Holder of this Security and the Trustee notice of its selection of a Deferral Period at least one
Business Day prior to the Interest Payment Date.




     Payment of the principal of (and premium, if any) and [if applicable, insert — any interest]
on this Security will be made at the office or agency of the Company maintained for that purpose in
The City of New York, 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 [if applicable, insert -;
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.



A- 3 









 





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



Dated:




	 	 	 	 	 
	 	THE HARTFORD FINANCIAL SERVICES GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A- 4 









 






	 	 	 	 	 



FORM OF 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 a Junior
Subordinated Indenture, dated as of [ • ], 2008, as supplemented and amended from time to time
(herein called the “Indenture”), between the Company and The Bank of New York Trust
Company, N.A., 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, 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. This Security is
one of the series designated on the face hereof[if applicable insert —, limited in aggregate
principal amount to $                    ].


     All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     [If applicable, insert — The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days’ notice by mail at any time [on or after                     , 20     ], as a
whole or in part, at the election of the Company. The Redemption Price for any Security so
redeemed shall be equal to 100% of the principal amount of such Securities then Outstanding plus
accrued and unpaid interest [if applicable, insert—including Additional Interest, if any,] up to
but not including the date fixed for redemption. In the event of redemption of this Security in
part only, a new Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]



     [Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the Securities of this series, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Regular Record
Dates according to their terms.]



     [If
applicable, insert — The Securities of this series are not subject to redemption prior to Stated Maturity.]



     The Indenture contains provisions for satisfaction, discharge and defeasance of the entire
indebtedness on this security, upon compliance by the Company with certain conditions set forth
therein.



     [If the Security is not an Original Issue Discount Security, — 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 and with the effect provided in the
Indenture.]



A- 5 









 





     [If the security is an Original Issue Discount Security, — If an Event of Default with respect
to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment of the amount of principal so declared due and payable [if applicable insert
— and of interest on any overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and interest, if any, on the Securities of this series
shall terminate.]



     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 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 herefor
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 premium, if any) and interest on this 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 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 premium, if any) 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, 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 $___and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are



A- 6 









 







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.



     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.



     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.



     [If applicable, insert- 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.]



     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.




A- 7