Exhibit 4.3





Exhibit 4.3




CIGNA CORPORATION

TO

BANKERS TRUST COMPANY,

Trustee




 






Indenture




Dated as of June 30, 1988




 






CIGNA Corporation



 


 









 




Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated

as of June 30, 1988




	 	 	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 	 
	Act Section	 	 	 	Indenture Section
	§310	(a)(1)	 	 	 
	 	609
	 	(a)(2)	 	 	 
	 	609
	 	(a)(3)	 	 	 
	 	Not Applicable
	 	(a)(4)	 	 	 
	 	Not Applicable
	 	(b)	 	 	 
	 	608
	 	 	 	 	 
	 	610
	§311	(a)	 	 	 
	 	613(a)
	 	(b)	 	 	 
	 	613(b)
	 	(b)(2)	 	 	 
	 	703(a)(2)
	 	 	 	 	 
	 	703(b)
	§312 	(a)	 	 	 
	 	701
	 	 	 	 	 
	 	702(a)
	 	(b)	 	 	 
	 	702(b)
	 	(c)	 	 	 
	 	702(c)
	§313	(a)	 	 	 
	 	703(a)
	 	(b)	 	 	 
	 	703(b)
	 	(c)	 	 	 
	 	703(a),703(b)
	 	(d)	 	 	 
	 	703(c)
	§314	(a)	 	 	 
	 	704
	 	(b)	 	 	 
	 	Not Applicable
	 	(c)(l)	 	 	 
	 	102
	 	(c)(2)	 	 	 
	 	102
	 	(c)(3)	 	 	 
	 	Not Applicable
	 	(d)	 	 	 
	 	Not Applicable
	 	(e)	 	 	 
	 	102
	§315	(a)	 	 	 
	 	601(a)
	 	(b)	 	 	 
	 	602
	 	 	 	 	 
	 	703(a)(6)
	 	(c)	 	 	 
	 	601(b)
	 	(d)	 	 	 
	 	601(c)
	 	(d)(1)	 	 	 
	 	601(a)(1)
	 	(d)(2)	 	 	 
	 	601(a)(1)
	 	(d)(3)	 	 	 
	 	601(c)(3)
	 	(e)	 	 	 
	 	514
	§316	(a)	 	 	 
	 	101
	 	 	 	 	 
	 	502
	 	(a)(l)(A)	 	 
	 	512
	 	(a)(l)(B)	 	 
	 	513
	 	(a)(2)	 	 	 
	 	Not Applicable
	 	(b)	 	 	 
	 	508
	§317	(a)(1)	 	 	 
	 	503
	 	(a)(2)	 	 	 
	 	504
	 	(b)	 	 	 
	 	1003
	§318	(a)	 	 	 
	 	107






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





 


 









 






TABLE OF CONTENTS




 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	PARTIES	 	 	1	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLES ONE

DEFINISIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	SECTION 101.

	 	Definitions:	 	 	 	 
	 

	 	Act
	 	 	2	 
	 

	 	Affiliate; control
	 	 	2	 
	 

	 	Authenticating Agent	 	 	2	 
	 

	 	Board of Directors Board of Directors
	 	 	2	 
	 

	 	Board Resolution
	 	 	2	 
	 

	 	Business Day
	 	 	2	 
	 

	 	Commission
	 	 	3	 
	 

	 	Company
	 	 	3	 
	 

	 	Company Request; Company Order
	 	 	3	 
	 

	 	Corporate Trust Office
	 	 	3	 
	 

	 	corporation
	 	 	3	 
	 

	 	Defaulted Interest
	 	 	3	 
	 

	 	Depository
	 	 	3	 
	 

	 	Designated Subsidiary
	 	 	3	 
	 

	 	Event of Default
	 	 	3	 
	 

	 	Global Security
	 	 	4	 
	 

	 	Holder
	 	 	4	 
	 

	 	Indenture
	 	 	4	 
	 

	 	interest
	 	 	4	 
	 

	 	Interest Payment Date
	 	 	4	 
	 

	 	Maturity
	 	 	4	 
	 

	 	Officers’ Certificate
	 	 	4	 
	 

	 	Opinion of Counsel 	 	 	4	 
	 

	 	Original Issue Discount Security
	 	 	4	 
	 

	 	Outstanding
	 	 	5	 
	 

	 	Paying Agent
	 	 	6	 
	 

	 	Person
	 	 	6	 
	 

	 	Place of Payment
	 	 	6	 
	 

	 	Predecessor Security
	 	 	6	 
	 

	 	Redemption Date
	 	 	6	 
	 

	 	Redemption Price
	 	 	6	 
	 

	 	Regular Record Date
	 	 	6	 





NOTE:  This table of contents shall not, for any purpose, be deemed to be part of the Indenture.



 












 





	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 

	 	Responsible Officer
	 	 	6	 
	 

	 	Securities
	 	 	7	 
	 

	 	Security Register and Security Registrar
	 	 	7	 
	 

	 	Special Record Date
	 	 	7	 
	 

	 	Stated Maturity
	 	 	7	 
	 

	 	Subsidiary; voting stock
	 	 	7	 
	 

	 	Trustee
	 	 	7	 
	 

	 	Trust Indenture Act
	 	 	7	 
	 

	 	U.S. Government Obligations
	 	 	7	 
	 

	 	Vice President
	 	 	8	 
	Section 102.

	 	Compliance Certificates and Opinions
	 	 	8	 
	Section 103.

	 	Form of Documents Delivered to Trustee
	 	 	9	 
	Section 104.

	 	Acts of Holders
	 	 	9	 
	Section 105.

	 	Notices, Etc., to Trustee and Company
	 	 	10	 
	Section 106.

	 	Notice to Holders; Waiver
	 	 	11	 
	Section 107.

	 	Conflict with Trust Indenture Act
	 	 	11	 
	Section 108.

	 	Effect of Headings and Table of Contents
	 	 	12	 
	Section 109.

	 	Successors and Assigns
	 	 	12	 
	Section 110.

	 	Separability Clause
	 	 	12	 
	Section 111.

	 	Benefits of Indenture
	 	 	12	 
	Section 112.

	 	Governing Law
	 	 	12	 
	Section 113.

	 	Legal Holidays
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE TWO

SECURITY FORMS
	 	 	 	 
	Section 201.

	 	Forms Generally
	 	 	13	 
	Section 202.

	 	Form of Face of Security
	 	 	13	 
	Section 203.

	 	Form of Reverse of Security
	 	 	16	 
	Section 204.

	 	Form of Trustee’s Certificate of Authentication
	 	 	20	 
	Section 205.

	 	Additional Provisions Required in Global

Security
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE THREE

THE SECURITIES
	 	 	 	 
	Section 301.

	 	Amount Unlimited; Issuable in Series
	 	 	21	 
	Section 302.

	 	Denominations
	 	 	23	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 304.

	 	Temporary Securities
	 	 	26	 
	Section 305.

	 	Registration, Registration of Transfer and
Exchange
	 	 	26	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen
Securities
	 	 	28	 
	Section 307.

	 	Payment of Interest; Interest Rights Preserved
	 	 	29	 
	Section 308.

	 	Persons Deemed Owners
	 	 	31	 
	Section 309.

	 	Cancellation
	 	 	31	 
	Section 310.

	 	Computation of Interest
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR

SATISFACTION AND DISCHARGE
	 	 	 	 






 












 





	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	Section 401.

	 	Satisfaction and Discharge of Indenture
	 	 	32	 
	Section 402.

	 	Application of Trust Money
	 	 	33	 
	Section 403.

	 	Defeasance and Discharge of Securities of any
Series
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE

REMEDIES
	 	 	 	 
	Section 501.

	 	Events of Default
	 	 	37	 
	Section 502.

	 	Acceleration of Maturity; Rescission and
Annulment
	 	 	39	 
	Section 503.

	 	Collection of Indebtedness and Suits for
Enforcement by Trustee
	 	 	40	 
	Section 504.

	 	Trustee May File Proofs of Claim
	 	 	41	 
	Section 505.

	 	Trustee May Enforce Claims Without Possession
of Securities
	 	 	42	 
	Section 506.

	 	Application of Money Collected
	 	 	42	 
	Section 507.

	 	Limitation on Suits
	 	 	43	 
	Section 508.

	 	Unconditional Right of Holders to Receive
Principal, Premium and Interest
	 	 	44	 
	Section 509.

	 	Restoration of Rights and Remedies
	 	 	44	 
	Section 510.

	 	Rights and Remedies Cumulative
	 	 	44	 
	Section 511.

	 	Delay or Omission Not Waiver
	 	 	45	 
	Section 512.

	 	Control by Holders
	 	 	45	 
	Section 513.

	 	Waiver of Past Defaults
	 	 	45	 
	Section 514.

	 	Undertaking for Costs
	 	 	46	 
	Section 515.

	 	Waiver of Stay or Extension Laws
	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE SIX 

THE TRUSTEE
	 	 	 	 
	Section 601.

	 	Certain Duties and Responsibilities
	 	 	47	 
	Section 602.

	 	Notice of Defaults
	 	 	48	 
	Section 603.

	 	Certain Rights of Trustee
	 	 	49	 
	Section 604.

	 	Not Responsible for Recitals or Issuance of
Securities
	 	 	50	 
	Section 605.

	 	May Hold Securities
	 	 	50	 
	Section 606.

	 	Money Held in Trust
	 	 	50	 
	Section 607.

	 	Compensation and Reimbursement
	 	 	50	 
	Section 608.

	 	Disqualification; Conflicting Interests
	 	 	51	 
	 

	 	(a) Elimination of Conflicting Interest or
Resignation 	 	 	 	 
	 

	 	(b) Notice of Failure to Eliminate Conflicting
Interest or Resign
	 	 	51	 






 












 





	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 

	 	(c) “Conflicting Interest” Defined
	 	 	52	 
	 

	 	(d) Definitions of Certain Terms Used in This
Section 55
	 	 	55	 
	 

	 	(e) Calculation of Percentages of Securities
	 	 	56	 
	Section 609.

	 	Corporate Trustee Required; Eligibility
	 	 	57	 
	Section 610.

	 	Resignation and Removal; Appointment of
Successor
	 	 	58	 
	Section 611.

	 	Acceptance of Appointment by Successor
	 	 	59	 
	Section 612.

	 	Merger, Conversion, Consolidation or Succession
to Business
	 	 	61	 
	Section 613.

	 	Preferential Collection of Claims Against
Company
	 	 	61	 
	 

	 	(a) Segregation and Apportionment of Certain
Collections by Trustee, Certain Exceptions
	 	 	61	 
	 

	 	(b) Certain Creditor Relationships Excluded
from Segregation and Apportionment
	 	 	64	 
	 

	 	(c) Definitions of Certain Terms Used in This
Section
	 	 	65	 
	Section 614.

	 	Appointment of Authenticating Agent
	 	 	66	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
	 	 	 	 
	Section 701.

	 	Company to Furnish Trustee Names and Addresses
of Holders
	 	 	68	 
	Section 702.

	 	Preservation of Information; Communication to
Holders
	 	 	68	 
	Section 703.

	 	Reports by Trustee
	 	 	69	 
	Section 704.

	 	Reports by Company
	 	 	71	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 
	Section 801.

	 	Company May Consolidate, Etc., Only on Certain
Terms
	 	 	72	 
	Section 802.

	 	Successor Corporation Substituted
	 	 	73	 
	 
	 	 	 	 	 	 
	ARTICLE NINE

SUPPLEMENTAL INDENTURES
	 	 	 	 
	Section 901.

	 	Supplemental Indentures Without Consent of
Holders
	 	 	74	 
	Section 902.

	 	Supplemental Indentures With Consent of Holders
	 	 	75	 
	Section 903.

	 	Execution of Supplemental Indentures
	 	 	76	 






 












 





	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	Section 904.

	 	Effect of Supplemental Indentures
	 	 	77	 
	Section 905.

	 	Conformity with Trust Indenture Act
	 	 	77	 
	Section 906.

	 	Reference in Securities to Supplemental
Indentures
	 	 	77	 
	 
	 	 	 	 	 	 
	ARTICLE TEN

COVENANTS
	 	 	 	 
	Section 1001.

	 	Payment of Principal, Premium and Interest
	 	 	77	 
	Section 1002.

	 	Maintenance of Office or Agency
	 	 	78	 
	Section 1003.

	 	Money for Securities Payments to Be Held in
Trust
	 	 	78	 
	Section 1004.

	 	Corporate Existence
	 	 	80	 
	Section 1005.

	 	Maintenance of Properties
	 	 	80	 
	Section 1006.

	 	Limitation on Liens on Common Stock of
Designated Subsidiaries	 	 	 	 
	Section 1007.

	 	Defeasance of Certain Obligations and Certain
Events of Default
	 	 	81	 
	Section 1008.

	 	Statement by Officers as to Default
	 	 	81	 
	Section 1009.

	 	Waiver of Certain Covenants
	 	 	83	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN 

REDEMPTION OF SECURITIES
	 	 	 	 
	Section 1101.

	 	Applicability of Article
	 	 	84	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee
	 	 	84	 
	Section 1103.

	 	Selection by Trustee of Securities to Be
Redeemed
	 	 	84	 
	Section 1104.

	 	Notice of Redemption
	 	 	85	 
	Section 1105.

	 	Deposit of Redemption Price
	 	 	85	 
	Section 1106.

	 	Securities Payable on Redemption Date
	 	 	86	 
	Section 1107.

	 	Securities Redeemed in Part
	 	 	86	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE

SINKING FUNDS
	 	 	 	 
	Section 1201.

	 	Applicability of Article
	 	 	87	 
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with
Securities
	 	 	87	 
	Section 1203.

	 	Redemption of Securities for Sinking Fund
	 	 	88	 
	TESTIMONIUM	 	 	89	 
	SIGNATURES AND SEALS	 	 	89	 
	ACKNOWLEDGMENTS 	 	 	90	 







 















 




INDENTURE, dated as of June 30, 1988, between CIGNA CORPO-RATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company”), having its
principal office at One Liberty Place, 1650 Market Street, Philadelphia, Pennsylvania 19192, and
BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the
State of New York, as Trustee (herein called 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 debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.



All things necessary to make this Indenture a valid agreement of the Company, in accordance
with 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 covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of 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 date of such computation; and




(4) the words “herein”, “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.



Certain terms, used principally in Article Six, are defined in that Article.



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


 


 









 





“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 to act on behalf of the
Trustee to authenticate Securities.



“Board of Directors” means 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 Corporate Secretary or an
Assistant Corporate 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”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law to close .



“Commission” means the Securities and Exchange Commission, as time to time constituted,
created under the Securities Exchange Act of 1934, 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 corporation shall have become such pursuant to the applicable provisions of this
Indenture, and hereafter “Company” shall mean such successor corporation.



“Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, a Vice Chairman, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Corporate Secretary or an Assistant Corporate
Secretary, and delivered to the Trustee.



“Corporate Trust Office” means the office of the Trustee, at which at any particular time its
corporate trust business shall be principally administered, which office at the date of this
Indenture is located at Four Albany Street, New York, New York 10015.



“corporation” includes corporations, associations, companies and business trusts.


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



“Depository” means, unless otherwise specified by the Company pursuant to Section 301, with
respect to Securities of any series issuable or issued (in whole or in part) in the form of one or
more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Securities and Exchange Act of 1934, as amended.



“Designated Subsidiary” means each of CIGNA Property and Casualty Insurance Company,
Connecticut General Life Insurance Company and Insurance Company of North America, so long as it
remains a Subsidiary, or any Subsidiary which is a successor of such Designated Subsidiary.


 


 









 






“Event of Default” has the meaning specified in Section 501.



“Global Security” means a Security in the form prescribed in Section 205 evidencing all or a
part of any series of Securities which is executed by the Company and authenticated and delivered
by the Trustee to the Depository or pursuant to the Depository’s instruction, all in accordance
with this Indenture and pursuant to a Company Order, which shall be registered in the name of the
Depository or its nominee.



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



“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 particular series of Securities
established as contemplated by Section 301.



“interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.



“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of
an instalment of interest on such Security.



“Maturity”, when used with respect to any Security, means the date on which the principal of
such Securities or an instalment of principal becomes due and payable as therein 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 the Chairman of the Board, a Vice
Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Corporate Secretary or an Assistant Corporate Secretary, of the Company, and delivered to the
Trustee.



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



“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 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;




(ij) 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 in accordance with Section 401; provided
that, if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made;




(iii) Securities for whose payment or redemption money or U.S. Government Obligations
in the necessary amount has been theretofore deposited with the Trustee (or another trustee
satisfying the requirements of Section 609) in trust for the Holders of such Securities in
accordance with Section 403; and


 


 









 






(iv) 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 a bona fide
purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities 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 or waiver, only Securities which
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 pledge establishes to the satisfaction
of 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 any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the Company.



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



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



“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.



“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 any series means the date specified for that purpose as contemplated by Section 301.



“Responsible Officer”, when used with respect to the Trustee, shall mean any officer within
the Corporate Trust and Agency Group (or any successor group of the Trustee), including any
vice-president, assistant vice president, assistant secretary, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those performed by the persons
who at the time shall be such officers or to whom any corporate trust matter is referred at the
Corporate Trust office because of his knowledge of and familiarity with the particular subject.


 


 









 





“Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



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



“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 instalment 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 instalment of principal or interest is due and payable.



“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which 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 as 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 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, except as provided in Section 905.



“U.S. Government Obligations” means securities which are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged 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 as a full faith and credit
obligation by the United States of America, which, in either case, 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 of 1933, as amended), which has a combined
capital and surplus of not less than $50,000,000, as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a 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 U.S. Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.



“Vice President”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president”.



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 an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions



 


 









 






precedent, if any, have been complied with, except that in the case of any such 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 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 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 of
the Company stating that the information with respect to such factual matters is in the possession
of the Company, 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.




(a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given 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, or by any Person duly authorized by means of any written certification,
proxy or other authorization furnished by a Depository; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments 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 or, in the case of the Depository, furnishing the written certification, proxy or
other authorization pursuant to which such instrument or instruments are signed. Proof of execution
of any such instrument, any writing appointing any such agent or authorizing any such Person or any
such written certification or proxy shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and 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, writing,
certification or proxy may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument, writing, certification or proxy
acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument, writing,
certification or proxy or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.




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



(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of 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 therefore 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.



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,




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




(2) the Company by one Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company, Attention: Corporate Secretary, addressed to Company 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.



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 his address as it appears in
the Security register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where 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 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 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 on of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the 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 another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.



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.



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 and their successors hereunder 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 bate, Redemption Date, Maturity or Stated Maturity of
any Securities shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date or at the Maturity or Stated Maturity, provided that 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.


 


 









 





ARTICLE TWO SECURITY FORMS




SECURITY FORMS




SECTION 201. Forms Generally.




The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution, or an Officers’
Certificate executed by Officers of the Company authorized by Board Resolution, or in one or ore
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or her marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is established by action
taken Pursuant to a Board Resolution, or an Officers’ Certificate executed by Officers of the
Company authorized by Board Resolution, a copy of an appropriate record of such action shall be
certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such securities.



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



The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their execution of such
Securities.



SECTION 202. Form of Face of Security.




[If the Security is an Original Issue Discount Security, insert- FOR PURPOSES OF SECTIONS 1273
AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON SECURITY IS
 _____ 
%
OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS
 _____ 
, 19
 _____ 
AND ‘THE YIELD TO MATURITY IS
 _____ 
% (, THE
METHOD USED TO DETERMINE THE Y’IELD IS
 _____ 
AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT APPLICABLE
TO THE SHORT ACCRUAL PERIOD OF
 _____ 
, 19
 _____ 
TO
 _____ 
, 19
 _____ 
IS
 _____ 
% OF THE PRINCIPAL AMOUNT OF THIS
SECURITY)]



CIGNA CORPORATION





 




No._____




CIGNA CORPORATION, a Delaware corporation (herein called the “Company”), for value received,
hereby promises to pay to                      , or registered assigns, the principal sum of       
               , Dollars [If
applicable, substitute other currency] 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, semiannually on
 _____ 
and
 _____ 
in each year, commencing
 _____ 
, at the rate of
 _____ 
% per annum, until the
principal hereof is paid 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]. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture, be paid to the Person in whose name this Security


 


 









 




(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ___ or ___ (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].




[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 t 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 such demand for
payment to the date payment of such interest has en made or duly provided for, and such interest
shall also be payable on demand.]



Payment of the principal of (and premium, if any) and [if applicable, insert- any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in
 _____ 
, in such coin or currency of the United States of America [if applicable, substitute
other currency] 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.



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated:




[SEAL]




	 	 	 	 	 
	 	CIGNA CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



Attest:




                                        



 


 









 





SECTION 203. 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 an Indenture, dated as of
June 30, 1988 (herein called the “Indenture”), between the Company and Bankers Trust Company
(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 Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series designated on the face
hereof[, limited in aggregate principal amount to $                      ].



[If applicable, insert-The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable, insert—(l) on                      in any year commencing with the year

 _____ 
and ending with the year
 _____ 
through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after                     ,
19
 _____ 
], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [on or before                     ,
 _____ 
%, and if
redeemed] during the 12-month period beginning._____ of the years indicated,



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	 	 	 	Redemption	 
	Year	 	Price	 	 	Year	 	 	Price	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





and thereafter at a Redemption Price equal to
 _____ 
% of the principal amount, together in the case of
any such redemption [if applicable, insert—(whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest instalments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
dates referred to on the face hereof, all as provided in the Indenture.]




[If applicable, insert-The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, (1) on
 _____ 
in any year commencing with the year____ and ending with the
year
 _____ 
through operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after
 _____ 
], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in he
table below: If redeemed during the 12-month period beginning_____ of the years indicated,



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Redemption Price	 
	 	 	Redemption Price	 	 	for Redemption	 
	 	 	For Redemption	 	 	Otherwise	 
	 	 	Through Operation	 	 	Than Through	 
	 	 	Of the	 	 	Operation of the	 
	Year	 	Sinking Fund	 	 	Sinking Fund	 
	 
	 	 	 	 	 	 	 	 






 


 









 




and thereafter at a Redemption Price equal to
 _____ 
% of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor
Securities, of record at the close at the close of business on the relevant Record Dates referred
to on the face hereof, all as provided in the Indenture.]




[Notwithstanding the foregoing, the Company may not, prior to
 __________, redeem any Securities of this
series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation
of, any refunding operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally accepted financial
practice) of less than ____ % per annum.]



[The sinking fund for this series provides for the redemption on                      in each
year beginning with the year
 _____ 
to and including the year
 _____ 
of [not less than] $                     [(“mandatory
sinking fund”) and not more than $
 _____ 
[aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking fund payments
otherwise required to be made [if applicable-in the inverse order in which they become due.]]



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.



[The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness
on this Security and (b) certain restrictive covenants and certain Events of Default upon
compliance by the Company with certain conditions set forth therein, which provisions apply to this
Security.]



[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.]



[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 (i) of the amount of principal so declared due and payable and (ii) 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 not less than 66 and 2/3% in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate 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 shall alter or impair
the right of the Holder of this Security, which is absolute and unconditional, to receive payment
of 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] [of $
 _____ 
in excess thereof]. As provided in
the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for other Securities of this series, of a like tenor and aggregate principal amount
but of a different authorized denomination, as requested by the Holder surrendering the same.



No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



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



SECTION 204. Form o/Trustee’s Certificate of Authentication.




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



	 	 	 	 	 
	 	BANKERS TRUST COMPANY

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



 


 









 





	 	 	 	 	 



SECTION 205. Additional Provisions Required in Global Security.





Any Global Security issued hereunder shall, in addition to the provisions contained in
Sections 202 and 203, bear the following legend (and/or such additional or alternate legend(s)
relative to the terms of Global Securities as the Depository may request or the Company authorize
in an Officers’ Certificate pursuant to Section 201):




“This Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a Depository. This
Global Security is exchangeable for Securities registered in the name of a person other than
the Depository or its nominee only in the limited circumstances hereinafter described and
may not be transferred except as a whole by the Depository to a nominee of the Depository or
by a nominee of the Depository to the Depository or another nominee of the Depository.”



In addition, any Global Security issued hereunder shall include a provision containing the
language set forth below, or language of similar effect:




“This Security is a Global Security and shall be exchangeable for Securities registered
in the names of Persons other than the Depository with respect to this Global Security or
its nominee only if (x) such Depository notifies the Company that it is unwilling or unable
to continue as Depository for this Global Security or at any time ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as amended, (y) the
Company executes and delivers to the Trustee a Company Order that this Global Security shall
be exchangeable or (z) there shall have occurred and be continuing an Event of Default with
respect to the Securities. If this Global Security is exchangeable pursuant to the preceding
sentence it shall be exchangeable for Securities issuable in denominations of $1,000 and any
integral multiple thereof, registered in such names as such Depository shall direct.”



ARTICLE THREE




THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series.



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. Prior to the issuance of Securities of any
series, there shall be (i) established in or pursuant to a Board Resolution and, subject to Section
303, set forth in an Officers’ Certificate, or (ii) established in one or more indentures
supplemental hereto:



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



(2) any limit upon the aggregate principal amount of the Securities of the 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 series
pursuant to Sections 304, 305, 306, 906 or 1107);


 


 









 





(3) the date or dates (or manner of determining the same) on which the principal of the
Securities of the series is payable;



(4) the rate or rates (or manner of determining the same) at which the Securities of the
series shall bear interest, if any, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the
interest payable on any Interest Payment Date;



(5) if other than as set forth herein, the place or places where the principal of (and
premium, if any) and interest on Securities of the series shall be payable;



(6) the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at ,the option
of the Company; .



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



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



(9) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;



(10) if other than the currency of the United States of America, the currency or currencies,
including composite currencies, in which payment of the principal of (and premium, if any) and
interest on the Securities of the series shall be payable;



(11) if the amount of payments of principal of (and premium, if any) or interest on the
Securities of the series may be determined with reference to an index, the manner in which such
amounts shall be determined;



(12) the application, if any, of Section 403 to the Securities of the series;



(13) the application, if any, of Section 1007 to the Securities of the series;



(14) if any of the Securities of the series are to be issued in whole or in part in the form
of one or more Global Securities, a statement to that effect and, in such case, the Depository for
such Global Security or Securities, which Depository shall be a clearing agency registered under
the Securities Exchange Act of 1934, as amended; and



(15) any other terms of the 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 in or pursuant to such Board Resolution and set forth in
such Officers’ Certificate (pursuant to Section 303) 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 Corporate
Secretary or an Assistant Corporate 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 terms of the
series.



SECTION 302. Denominations.




The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect the Securities of any series, the Securities of such series shall be
issuable in denominations of $l,000 and any integral multiple thereof.



SECTION 303. Execution, Authentication, Delivery and Dating.



The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Corporate Secretary or one of its Assistant Corporate
Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.



Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices 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 of any series 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 terms of the Securities of the series have been established in 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,




(a) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;




(b) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and




(c) that such Securities, 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, reorganization and other
laws of general applicability relating to or affecting the enforcement of creditors’ rights
and to general equity principles.


With respect to Securities of a series constituting a medium-term note program, the Trustee may
conclusively rely on the documents and opinion delivered pursuant to Sections 201 and 301 and this
Section 303, as applicable (unless revoked by superseding comparable documents or opinions) as to
the authorization of the Board of Directors of any Securities delivered hereunder, the form thereof
and the


 


 









 





legality, validity, binding effect and enforceability thereof. With respect to Securities of a
series constituting a medium-term note program, if the form and general terms of the Securities of
such 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, that the Securities have been duly authorized by the Company and, when duly
executed by the Company and completed and authenticated by the Trustee in accordance with the
Indenture and issued, delivered and paid for in accordance with any applicable distribution
agreement, will have been duly issued under the Indenture and will constitute valid and binding
obligations of the Company entitled to the benefits provided by the indenture, except that the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally from time to time in force and general
principles of equity. If such form 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 Section 301 and 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 Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents are delivered at or prior
to the time of authentication upon original issuance of the first Security of such series.



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 manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.



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 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 that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of anyone or more temporary Securities of any series the
Company shall execute and (in accordance with a Company Order delivered at or prior to the
authentication of the first definitive Security of such series) the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such
series.


 


 









 





SECTION 305. Registration, Registration of Transfer and Exchange.




The Company shall cause to be kept a security register (the register so maintained being
herein sometimes referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee shall have the right to examine the Security Register at
all reasonable times. Unless otherwise designated by the Company by written notice to the Trustee,
Bankers Trust Company, Corporate Trust and Agency Group, Four Albany Street. New York, New York
10015 shall be, and 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 of any series at the office or
agency in a Place of Payment for that series, 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 a like tenor and aggregate
principal amount.



At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of a like tenor and aggregate principal
amount, 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.



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 of exchange.



Every Security presented or surrendered for registration of transfer for exchange shall (if so
required by the Company or the Trustee) 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 for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax 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 1107 not involving any transfer.



The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.



Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, a
Global Security of any series shall be exchangeable pursuant to this Section for Securities
registered in the names of Persons other than the Depository with respect to such series or its
nominee only as provided in this paragraph. A Global Security shall be exchangeable pursuant to
this Section if (x) such Depository notifies the Company that it is unwilling or unable to continue
as Depository for such series or at any time ceases to be a clearing agency registered as such
under the Securities Exchange Act of 1934, as amended, (y) the Company executes and delivers to the
Trustee a Company Order that such Global Security shall be so exchangeable or (z) there shall have
occurred and be continuing an Event of Default with respect to the Securities. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities issuable in denominations of $1,000 and any integral multiple
thereof, registered in such names as the Depository for such Global Security shall direct.


 


 









 





Notwithstanding any other provision of this Section, a Global Security may not be transferred
except as a whole by the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository.



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




If any mutilated Security is surrendered to the Trustee, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save each of them and any
agent of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.



If there shall be delivered to the Company and 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 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 series
and of like tenor and principal amount 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 of any series 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 enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series 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 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.



Unless otherwise provided with respect to the Securities of any series, at the option of the
Company payment of interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by such method or methods as
any Holder shall specify in writing from time to time to the Company or its agent.




 


 











 




Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the 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 (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 of such series 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 Securities of such series at his address 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 such Securities may be listed, and upon such notice as may be required by
such exchange, 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 Securitv 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.




Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of (of
premium, if any) and (subject to Section 307) 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.



No holder of any beneficial interest in any Global Security held on it behalf by a Depository
shall have any rights under this Indenture with respect to such Global Security, and such
Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent



 


 









 





the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any
written certification, proxy, or other authorization furnished by a Depository, or impair, as
between a Depository and such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depository as Holder of any Security.



SECTION 309. Cancellation.




All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it; and any Security
surrendered 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 hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. Notwithstanding any other
provision of this Indenture to the contrary, in the case of a series all the Securities of which
are not to be originally issued at one time, a Security of such series shall not be deemed to have
been Outstanding at any time hereunder if and to the extent that, subsequent to the authentication
and delivery thereof, such Security is delivered to the Trustee for cancellation by the Company or
any agent thereof upon the failure of the original purchaser thereof to make payment therefor
against delivery thereof, and any Security so delivered to the Trustee shall be promptly cancelled
by it. 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.



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 36O-day year of
twelve 3o-day months.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Indenture.




This Indenture shall upon Company Request cease to be of further effect (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, when



(1) either




(A) all 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




(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 in trust for the purpose 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 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;



(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company;
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 have been complied with.



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company under Section 306, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee any Authenticating Agent under Section 614, if money or U.S. Government
Obligations shall have been deposited with the Trustee in accordance with Section 403 or 1007, the
obligations of the Company to the Trustee under Section 402(b), and, if money 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.



SECTION 402. Application of Trust Money.




(a) Subject to the provisions of the last paragraph of Section 1003, all money deposited with
the Trustee pursuant to Section 401, all money and U.S. Government Obligations deposited with the
Trustee (or other trustee satisfying the requirements of Section 609, collectively, for purposes of
this Section 402, the “Trustee”) pursuant to Section 403 or 1007 and all money received by the
Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section
403, shall be held in trust and applied by the Trustee, in accordance with the provisions of the
Securities 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
has been deposited with or received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Section 403 or 1007.



(b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 403 or
1007 or the interest and principal received in respect of such U.S. Government Obligations other
than any such tax, fee or other charge which by law is payable by or on behalf of Holders.



(c) Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 403 or 1007 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in
excess of the amount thereof which would then have been required to be deposited for the
purpose for which such money or U.S. Government Obligations were deposited or received.


 


 









 





SECTION 403. Defeasance and Discharge of Securities of any Series.




If this Section 403 is specified, as contemplated by Section 301, to be applicable to
Securities of any series, then notwithstanding Section 401, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Securities of any series, the
provisions of this Indenture as it relates to such Outstanding Securities (except as to (A) the
rights of Holders of such Outstanding Securities to receive, from the trust funds described in
subparagraph (1) below, payment of the principal of (and premium, if any) and any instalment of
principal of (and premium, if any) or interest on such Securities on the Stated Maturity of such
principal or instalment of principal or interest or any mandatory sinking fund payments or
analogous payments applicable to the Securities of that series on the day on which such payments e
due and payable in accordance with the terms of the Indenture and such Securities, (B) the
Company’s obligations with respect to such securities under Sections 304, 305, 306, 1002 and 1003,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article
Four, which in each case shall survive until otherwise terminated or discharged hereunder) shall no
longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request,
execute proper instruments acknowledging the same, provided that the following conditions have been
satisfied:




(1) the Company has deposited or caused to be deposited with the Trustee (or another
corporate trustee appointed by the Company satisfying the requirements of Section 609 who
shall have agreed to comply with the provisions of this Article Four applicable to it),
irrevocably (irrespective of whether the conditions in subparagraphs (2), (3), (4), (5), (6)
and (7) below have been satisfied, but subject to the provisions of Section 402(c) and the
last paragraph of Section 1003), as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Securities of that series,
with reference to this Section 403, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of interest and principal in respect thereof
in accordance with their terms will provide not later than one day before the due date of
any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount,
or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or such other
corporate trustee, as the case may be) to pay and discharge, (i) the principal of (and
premium, if any) and each instalment of principal (and premium, if any) and interest on such
Outstanding Securities on the Stated Maturity of such principal or instalment of principal
or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to
Securities of such series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities;




(2) such deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound;




(3) no Event of Default under Sections 501(1), 501(2) or 501(3), or event which with
the lapse of time would become an Event of Default under Section 501(1), with respect to
Securities of that series shall have occurred and be continuing on the date of such deposit,
and no Event of Default under Section 501(6) or Section 501(7) or event which with the
giving of notice or lapse of time, or both, would become an Event of Default under Section
501(6) or Section 501(7) shall have occurred and be continuing on the 91st day after such
date of deposit;


 


 









 






(4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
since the date of this Indenture there has been a change in the applicable federal income
tax law (including a change in the official interpretation thereof), or the Company has
received from, or there has been published by, the Internal Revenue Service a ruling, in any
case to the effect that Holders of the Securities of that series will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amounts and in the same
manner and at the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred;




(5) if the Securities of that series are then listed on the New York Stock Exchange,
Inc., the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that such deposit, defeasance and discharge will not cause such Securities to be delisted;




(6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the defeasance
and discharge of the entire indebtedness on all Outstanding Securities of any such series as
contemplated by this Section have been complied with; and




(7) if such deposit is to be made with a trustee, other than the Trustee, pursuant to
subparagraph (1) above, such other trustee shall have delivered to the Trustee a certificate
satisfactory in form to the Trustee stating that such deposit has been made in accordance
with the provisions of this Article Four and that such other trustee agrees to comply with
the provisions of this Article Four applicable to it, and the Trustee shall be fully
protected in relying upon such certificate.



In the event that any other trustee is appointed by the Company pursuant to subparagraph (1)
above, the Trustee shall have no responsibilities with respect to the performance by such other
trustee of its duties or with respect to any monies or U.S. Government Obligations deposited such
other trustee.



ARTICLE FIVE




REMEDIES




SECTION 501. Events of Default.



“Event of Default”, wherever used herein with respect to Securities of any series, means
anyone 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 when it
becomes due and payable, and continuance of such default for a period of 30 days; or




(2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or




(3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series; or




(4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in the performance of which
or the breach


 


 









 






of which is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than
that series), and continuance of such default or breach for a period of 90 days after there
has been given, by overnight mail or other same day or overnight delivery service which can
provide evidence of delivery, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or




(5) a default under any bond, debenture, note or other evidence of indebtedness for
money borrowed. by the Company (including a default with respect to Securities of any series
other than that series) or under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any indebtedness for money borrowed
by the Company (including this Indenture), whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay such indebtedness in a
principal amount in excess of $20,000,000 when due and payable after the expiration of any
applicable grace period with respect thereto or shall have resulted in such indebtedness in
a principal amount in excess of $20,000,000 becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without such
indebtedness having been discharged, or such acceleration having been rescinded or annulled,
within a period of 15 days after there shall have been given, by overnight mail or other
same day or overnight delivery service which can provide evidence of delivery, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice specifying
such default and requiring the Company to cause such indebtedness to be discharged or cause
such acceleration to be rescinded or annulled and stating that such notice is a “Notice of
Default” hereunder; or




(6) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order 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 under any applicable Federal or State law, or appointing a
custodian, 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 for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;
or




(7) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or of any substantial part of its property, or the making by it of an 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 the taking of corporate action by the Company in
furtherance of any such action; or




(8) any other Event of Default provided with respect to Securities of that series.


 


 









 





SECTION 502. Acceleration of Maturity; Rescission and Annulment




If an Event of Default with respect to Securities of any series at time Outstanding occurs and
is continuing, then in every such case Trustee or the Holders of not less than 25% in principal
amount of 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 all of the Securities of that series to
be due 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) shall become
immediately due and payable.



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 a majority in 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 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 interest thereon at the
rate or rates prescribed therefor in such Securities,




(C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates 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, the Security Registrar, any Paying
Agent and their agents and counsel;




and



(2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have 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.



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 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 (or 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 (and premium, if
any) and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue 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 reasonable costs and expenses of collection, including the
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and other
amounts due the Trustee under Section 607.



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, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such 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 such 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 the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,




(i) to file and prove a claim for the whole amount of principal (and premium, if any)
and interest owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and




(ii) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;



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



Nothing herein contained 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.


 


 









 





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 collected by the Trustee 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 on
account of principal (or premium, if any) or 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 under Section 607; and




SECOND: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on the Securities 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 Securities for principal (and premium, if
any) and interest, respectively; and




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



SECTION 507. Limitation on Suits.




No Holder of any Security 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 principal amount of the Outstanding Securities
of that series shall 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 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 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) interest on such Security on the Stated Maturity or
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.



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, the Trustee or by the Holders, as the case may be.



SECTION 512. Control by Holders.




The Holders of a majority in 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,


 


 









 






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




(3) the Trustee shall have the right to decline to follow such direction if the Trustee
in good faith shall, by a Responsible Officer or Officers, determine that such direction
would be prejudicial to the Holders not joining in such direction or would involve the
Trustee in personal liability.



The Trustee may, but shall not be obligated to, fix a record date for purpose of determining
the Persons entitled to so direct the Trustee. If a ‘record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be entitled to so
direct the Trustee, or to amend any such direction, whether or not such Holders remain Holders
after such record date; provided that no such direction or amendment shall be valid or effective
for more than 90 days after such record date.



SECTION 513. Waiver of Past Defaults.





The Holders of not less than a majority in 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 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.



With respect to any series of Securities. issued hereunder, the Company may, but shall not be
obligated to, fix a record date for the purpose of determining the Persons entitled to waive any
past default hereunder. If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such persons, shall be entitled to waive any default hereunder, or to
retract (prior to the delivery to the Trustee of waivers from the Holders of a majority of such
Securities) any such waiver previously given, whether or not such Holders remain Holders after such
record date; provided, that no such waiver shall be valid or effective for more than 90 days after
such record date.



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 any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of 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 party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Company,
to any suit instituted 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 to any suit instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 


 









 





SECTION 515. Waiver of 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
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




THE TRUSTEE




SECTION 601. Certain Duties and Responsibilities.




(a) Except during the continuance of an Event of Default,



(1) the Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture.



(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.



(c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own wilful misconduct,
except that



(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;



(2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;



(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series, determined as provided in Section 512, relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and


 


 









 





(4) 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.



(d) 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.




Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium, if any) or interest
on any Security of such series or in the payment of any sinking fund instalment with respect to
Securities of such series, the Trustee shall be protected in withholding such notice 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 such notice in the interest
of the Holders of Securities of such series; and provided, further, that in the case of any default
of the character specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence thereof. 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 Securities of such series.



SECTION 603. Certain Rights of Trustee.




Subject to the provisions of Section 601:



(a) 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;



(b) 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 may be
sufficiently evidenced by a Board Resolution;



(c) 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;



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



(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;


 


 









 





(f) 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



(g) 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.



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 the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not 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 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 otherwise agreed with the Company.



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), provided that, unless there has been an Event of
Default under Section 501(6) or (7) hereof, such compensation shall be limited to that which may be
mutually agreed in writing between the Company and the Trustee;



(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
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and



(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence 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 costs and expenses
of defending itself against
any Claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder.


 


 









 





As security for the performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of, premium, if any,
or interest on the Securities.



SECTION 608. Disqualification; Conflicting Interests.




(a) If the Trustee has or shall acquire any conflicting interest, as defined in this Section,
with respect to the Securities of any series, it shall, within 90 days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest or resign with respect to
the Securities of that series in the manner and with the effect hereinafter specified in this
Article.



(b) In the event that the Trustee shall fail to comply with the provisions of Subsection (a)
of this Section with respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit by mail to all Holders of Securities of that
series, as their names and addresses appear in the Security Register, notice of such failure.



(c) For the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series if




(1) the Trustee is trustee under this Indenture with respect to the Outstanding
Securities of any series other than that series or is trustee under another indenture under
which any other securities, or certificates of interest or participation in any other
securities, of the Company are outstanding, unless such other indenture is a collateral
trust indenture under which the only collateral consists of Securities issued under this
Indenture, provided that there shall be excluded from the operation of this paragraph this
Indenture with respect to the Securities of any series other than that series or any
indenture or indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding, if




(i) this Indenture and such other indenture or indentures are wholly unsecured
and such other indenture or indentures are hereafter qualified under the Trust
Indenture Act, unless the Commission shall have found and declared by order pursuant
to Section 305(b) or Section 307(c) of the Trust Indenture Act that differences exist
between the provisions of this Indenture with respect to Securities of that series
and one or more other series or the provisions of such other indenture or indentures
which are so likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture with respect to the Securities of
that series and such other series or under such other indenture or indentures, or




(ii) the Company shall have sustained the burden of proving, on application to
the Commission and after opportunity for hearing thereon, that trusteeship under this
Indenture with respect to the Securities of that series and such other series or such
other indenture or indentures is not so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the protection of
investors to disqualify the Trustee from acting as such under this Indenture with
respect to the Securities of that series and such other series or under such other
indenture or indentures;


 


 









 






(2) the Trustee or any of its directors or executive officers is an obligor upon the
Securities or an underwriter for the Company;




(3) the Trustee directly or indirectly controls or is directly or indirectly controlled
by or is under direct or indirect common control with the Company or an underwriter for the
Company;




(4) the Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee or representative of the Company, or of an underwriter (other
than the Trustee itself) for the Company who is currently engaged in the business of
underwriting, except that (i) one individual may be a director or an executive officer, or
both, of the Trustee and a director or an executive officer, or both, of the Company but may
not be at the same time an executive officer of both the Trustee and the Company; (ii) if
and so long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director or an executive officer, or both, of the Trustee and
a director of the Company; and (iii) the Trustee may be designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar, custodian,
paying agent, fiscal agent, escrow agent or depositary, or in any other similar capacity,
or, subject to the provisions of paragraph (1) of this Subsection, to act as trustee,
whether under an indenture or otherwise;




(5) 10% or more of the voting securities of the Trustee is beneficially owned either by
the Company or by any director, partner or executive officer thereof, or 20% or more of such
voting securities is beneficially owned, collectively, by any two or more of such persons;
or 10% or more of the voting securities of the Trustee is beneficially owned either by an
underwriter for the Company or by any director, partner or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;




(6) the Trustee is the beneficial owner of, or holds as collateral security for, an
obligation which is in default (as hereinafter in this Subsection defined), (i) 5% or more
of the voting securities, or 10% or more of any other class of security, of the Company not
including the Securities issued under this Indenture and securities issued under any other
indenture under which the Trustee is also trustee, or (ii) 10% or more of any class of
security of an underwriter for the Company;




(7) the Trustee is the beneficial owner of, or holds as collateral security for, an
obligation which is in default (as hereinafter in this Subsection defined), 5% or more of
the voting securities of any person who, to the knowledge of the Trustee, owns 10% or more
of the voting securities of, or controls directly or indirectly or is under direct or
indirect common control with, the Company;




(8) the Trustee is the beneficial owner of, or holds as collateral security for, an
obligation which is in default (as hereinafter in this Subsection defined), 10% or more of
any class of security of any person who, to the knowledge of the Trustee, owns 50% or more
of the voting securities of the Company; or




(9) the Trustee owns, on May 15 in any calendar year, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or
in any other similar capacity, an aggregate of 25% or more of the voting securities, or of
any class of security, of any person, the beneficial ownership of a specified percentage of
which would have constituted a conflicting interest under paragraph (6), (7) or (8) of this
Subsection. As to any such securities of which the Trustee acquired ownership through
becoming executor, administrator or testamentary trustee of an estate which included them,
the provisions of the preceding sentence shall not apply, for a period of two years from the
date of such acquisition, to the extent that such


 


 









 






securities included in such estate do not exceed 25% of such voting securities or 25%
of any such class of security. Promptly after May 15 in each calendar year, the Trustee
shall make a check of its holdings of such securities in any of the above-mentioned
capacities as of such May 15. If the Company fails to make payment in full of the principal
of (or premium, if any) or interest on any of the Securities when and as the same becomes
due and payable, and such failure continues for 30 days thereafter, the Trustee shall make a
prompt check of its holdings of such securities in any of the above-mentioned capacities as
of the date of the expiration of such 30-day period, and after such date, notwithstanding
the foregoing provisions of this paragraph, all such securities so held by the Trustee, with
sole or joint control over such securities vested in it, shall, but only so long as such
failure shall continue, be considered as though beneficially owned by the Trustee for the
purposes of paragraphs (6), (7) and (8) of this Subsection.



The specification of percentages in paragraphs (5) to (9), inclusive, of this Subsection shall
not be construed as indicating that the ownership of such percentages of the securities of a person
is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.



For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only, (i) the terms
“security” and “securities” shall include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust companies or banking firms,
or any certificate of interest or participation in any such note or evidence of indebtedness; (ii)
an obligation shall be deemed to be “in default” when a default in payment of principal shall have
continued for 30 days or more and shall not have been cured; and (iii) the Trustee shall not be
deemed to be the owner or holder of (A) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as defined in clause (ii) above, or
(B) any security which it holds as collateral security under this Indenture, irrespective of any
default hereunder, or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.



(d) For the purpose of this Section:




(1) The term “underwriter”, when used with reference to the Company, means every person
who, within three years prior to the time as of which the determination is made, has
purchased from the Company with a view to, or has offered or sold for the Company in
connection with, the distribution of any security of the Company outstanding at such time,
or has participated or has had a direct or indirect participation in any such undertaking,
or has participated or has had a participation in the direct or indirect underwriting of any
such undertaking, but such term shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of the usual and customary
distributors’ or sellers’ commission.




(2) The term “director” means any director of a corporation or any individual
performing similar functions with respect to any organization, whether incorporated or
unincorporated.




(3) The term “person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an unincorporated organization or a government
or political sub-division thereof. As used in this paragraph, the term “trust” shall include
only a trust where the interest or interests of the beneficiary or beneficiaries are
evidenced by a security.




(4) The term “voting security” means any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a person, or any
security issued under or pursuant to any trust, agreement or arrangement whereby a trustee
or trustees or agent or agents
for the owner or holder of such security are presently entitled to vote in the
direction or management of the affairs of a person.


 


 









 






(5) The term “Company” means any obligor upon the Securities.




(6) The term “executive officer” means the president, every vice president, every trust
officer, the cashier, the secretary and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any organization whether
incorporated or unincorporated, but shall not include the chairman of the board of
directors.



(e) The percentages of voting securities and other securities specified in this Section shall
be calculated in accordance with the following provisions:




(1) A specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section (each of whom is referred to as a “person” in this
paragraph) means such amount of the outstanding voting securities of such person as entitles
the holder or holders thereof to cast such specified percentage of the aggregate votes which
the holders of all the outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person.




(2) A specified percentage of a class of securities of a person means such percentage
of the aggregate amount of securities of the class outstanding.




(3) The term “amount”, when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if relating to capital shares
and the number of units if relating to any other kind of security.




(4) The term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the meaning of this
definition:




(i) securities of an issuer held in a sinking fund relating to securities of the
issuer of the same class;




(ii) securities of an issuer held in a sinking fund relating to another class of
securities of the issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or otherwise;




(iii) securities pledged by the issuer thereof as security for an obligation of
the issuer not in default as to principal or interest or otherwise; and




(iv) securities held in escrow if placed in escrow by the issuer thereof;




provided, however, that any voting securities of an issuer shall be deemed outstanding if
any person other than the issuer is entitled to exercise the voting rights thereof.




(5) A security shall be deemed to be the same class as another security if both
securities confer upon the holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured evidences of indebtedness, all
of which are issued under a single indenture, differences in the interest rates or maturity
dates of various series thereof shall not be deemed sufficient to constitute such series
different classes and provided, further, that, in the case of unsecured evidences of
indebtedness, differences in the interest rates or maturity dates thereof
shall not be deemed sufficient to constitute them securities of different classes,
whether or not they are issued under a single indenture.


 


 









 





SECTION 609. Corporate Trustee Required; Eligibility.




There shall at all times be a Trustee hereunder which shall be a Corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers which has a combined
capital and surplus of at least $50,000,000 and is subject to supervision or examination by Federal
or State authority. If such corporation publishes 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 published. 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.



SECTION 610. Resignation and Removal; Appointment of Successor.




(a) 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.



(b) The Trustee may resign 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 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.



(c) The Trustee may be removed 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.



(d) If at any time:




(1) the Trustee shall fail to comply with Section 608(a) 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 pursuant to a Board Resolution may remove the
Trustee with respect to all Securities, 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 with respect to all Securities and the appointment of a successor Trustee or
Trustees.




 


 












 




(e) 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 or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular 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 security of such series for at least six months may, 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.



(f) 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 all 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 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 (1)
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, (2) 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 (3) 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



 


 









 






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 which may be reasonably required 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 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.




(a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company within four months prior to
a default, as defined in Subsection (c) of this Section, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Securities and the holders
of other indenture securities, as defined in Subsection (c) of this Section:




(1) an amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the beginning of
such four month period and valid as against the Company and its other creditors, except any
such reduction resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of set-off which the
Trustee could have exercised if a petition in bankruptcy had been filed by or against the
Company upon the date of such default; and




(2) all property received by the Trustee in respect of any claims as such creditor,
either as security therefor, or in satisfaction or composition thereof, or otherwise, after
the beginning of such four months’ period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of the Company and its
other creditors in such property or such proceeds.


 


 









 




Nothing herein contained, however, shall affect the right of the Trustee:





(A) to retain for its own account (i) payments made on account of any such claim by any
Person (other than the Company) who is liable thereon, and (ii) the proceeds of the bona
fide sale of any such claim by the Trustee to a third Person, and (iii) distributions made
in cash, securities or other property in respect of claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law;




(B) to realize, for its own account, upon any property held by it as security for any
such claim, if such property was so held prior to the beginning of such four months’ period;




(C) to realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such claim was
created after the beginning of such four months’ period and such property was received as
security therefor simultaneously with the creation thereof, and if the Trustee shall sustain
the burden of proving that at the time such property was so received the Trustee had no
reasonable cause to believe that a default, as defined in Subsection (c) of this Section,
would occur within four months; or




(D) to receive payment on any claim referred to in paragraph (B) or (C), against the
release of any property held as security for such claim as provided in paragraph (B) or (C),
as the case may be, to the extent of the fair value of such property.



For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such four months’ period for property held as security at the time of such substitution shall, to
the extent of the fair value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the “ purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing
claim.



If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the Holders and the
holders of other indenture securities in such manner that the Trustee, the Holders and the holders
of other indenture securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law, the
same percentage of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and Holders and the holders of
other indenture securities dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account the indebtedness represented
by their respective claims from all sources other than from such dividends and from the funds and
property so held in such special account. As used in this paragraph, with respect to any claim, the
term “dividends” shall include any distribution with respect to such claim, in bankruptcy or
receivership or proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable
State law, whether such distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of such claim. The court
in which such bankruptcy, receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of other indenture
securities in accordance with the provisions of this paragraph, the funds and property held in such
special account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part,
to give to the provisions of this paragraph due consideration in determining the fairness of the
distributions to be made to



 


 









 






the Trustee and the Holders and the holders of other indenture securities with respect to
their respective claims, in which event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between the secured and unsecured
portions of such claims, or otherwise to apply the provisions of this paragraph as a mathematical
formula.



Any Trustee which has resigned or been removed after the beginning of such four months’ period
shall be subject to the provisions of this Subsection as though such resignation or removal had not
occurred. If any Trustee has resigned or been removed prior to the beginning of such four months’
period, it shall be subject to the provision of this Subsection if and only if the following
conditions exist:




(i) the receipt of property or reduction of claim, which would have given rise to the
obligation to account, if such Trustee had continued as Trustee, occurred after the
beginning of such four months’ period; and




(ii) such receipt of property or reduction of claim occurred within four months after
such resignation or removal.



(b) There shall be excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from:




(1) the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of acquisition by
the Trustee;




(2) advances authorized by a receivership or bankruptcy court of competent jurisdiction
or by this Indenture, for the purpose of preserving any property which shall at any time be
subject to the lien of this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the circumstances surrounding the
making thereof is given to the Holders at the time and in the manner provided in this
Indenture;




(3) disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depositary, or other similar capacity;




(4) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash transaction, as
defined in Subsection (c) of this Section;




(5) the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; and




(6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of
self-liquidating paper, as defined in Subsection (c) of this Section.



(c) For the purposes of this Section only:




(1) the term “default” means any failure to make payment in full of the principal of or
interest on any of the Securities or upon the other indenture securities when and as such
principal or interest becomes due and payable;


 


 









 






(2) the term “other indenture securities” means securities upon which the Company is an
obligor outstanding under any other indenture (i) under which the Trustee is also trustee,
(ii) which contains provisions substantially similar to the provisions of this Section, and
(iii) under which a default exists at the time of the apportionment of the funds and
property held in such special account;




(3) the term “cash transaction” means any transaction in which full payment for goods
or securities sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon demand;




(4) the term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation;




(5) the term “Company” means any obligor upon the Securities; and




6) the term “Federal Bankruptcy Act” means the Bankruptcy Act or Title 11 of the United
States Code.



SECTION 614. Appointment of Authenticating Agent.




At any time when any of the Securities remain Outstanding 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 authenticate Securities of such series issued 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, the
Trustee’s certificate of authentication, or the delivery of the Securities to the Trustee for
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent or delivery of Securities to the Authenticating Agent for
authentication in place of the Trustee, as the case may be. 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 thereof 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, State or District
of Columbia authority. If such Authenticating Agent publishes 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 published. 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 the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, 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. 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. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.



The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607.



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 alternate certificate of authentication in the following form:



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



	 	 	 	 	 
	 	BANKERS TRUST COMPANY

As Trustee

 	 
	 	By  	 	 
	 	 	As  Authenticating Agent 	 
	 	 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



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 later than May 1 and November 1 in each year, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders as of
the preceding April 15 or October 15, as the case may be, 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;


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




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) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its election, either




(i) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 702(a), or




(ii) inform such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with
Section 702(a), and as to the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.



If the Trustee shall elect not to afford such applicants access to such formation, the Trustee
shall, upon the written request of such applicants, mail to each Holder whose name and address
appear in the information preserved at the time by the Trustee in accordance with Section 702(a) a
copy of the form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within within 5 days after
such tender the Trustee shall mail to such applicants and file with the Commission, together with a
copy of the material to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders or would be in
violation of applicable law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of
an order sustaining one or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such Holders with
reasonable promptness after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.



(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 the disclosure of any such information as to the names and addresses of
the Holders in accordance with Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).


 


 









 





SECTION 703. Reports by Trustee.




(a) Within 60 days after May 15 of each year commencing with the year 1989, the Trustee shall
transmit by mail to all Holders, as their
names and addresses appear in the Security Register, a brief report dated as of such May 15 with
respect to:





(1) its eligibility under Section 609 and its qualifications under Section 608, or in
lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified
under said Sections, a written statement to such effect;




(2) the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such) which remain
unpaid on the date of such report, and for the reimbursement of which it claims or may claim
a lien or charge, prior to that of the Securities, on any property or funds held or
collected by it as Trustee except that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid aggregate not more than 112 of 1%
of the principal amount of the Securities Outstanding on the date of such report;




(3) the amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Securities) to the Trustee in its individual
capacity, on the date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a creditor relationship
arising in any manner described in Section 613(b)(2), (3), (4) or (6);




(4) the property and funds, if any, physically in the possession of the Trustee as such
on the date of such report;




(5) any additional issue of Securities which the Trustee has not previously reported;
and




(6) any action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has been or is to be withheld by the
Trustee in accordance with Section 602-



(b) The Trustee shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, a brief report with respect to the character and amount of any advances (and
if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or charge, prior to that
of the Securities, on property or funds held or collected by it as Trustee and which it has not
previously reported pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time aggregate 10% or
less of the principal amount of the Securities Outstanding at such time, such report to be
transmitted within 90 days after such time.


 


 









 





(c) 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 when 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 is required to file 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 Securities Exchange Act
of 1934; 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 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 Securities Exchange Act of 1934 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;




(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
paragraphs (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.



The Company shall not consolidate with or merge into any other corporation or, except for
conveyances, transfers or leases to one or more Subsidiaries which are wholly-owned by the Company
(except for directors’ qualifying shares), convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:




(1) in case the Company shall consolidate with or merge into another corporation or
convey, transfer or lease its properties and assets substantially as an entirety to any
Person, the corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a corporation organized and
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, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all
the Securities and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;


 


 









 






(2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or a Subsidiary as a result of such transaction
as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event related to such transaction which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be continuing;




(3) if, as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a mortgage, pledge, lien,
security interest or other encumbrance which would not be permitted by this Indenture, the
Company or such successor corporation or Person, as the case may be, shall take such steps
as shall be necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby; and




(4) in case the Company shall consolidate with or merge into any other corporation or,
except for conveyances, transfers or leases to one or more Subsidiaries which are
wholly-owned by the Company (except for directors’ qualifying shares), convey, transfer or
lease its properties and assets substantially as an entirety to any Person, 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,
complies with this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.



SECTION 802. Successor Corporation Substituted.




Upon any consolidation by the Company with or merger by the Company into any other corporation
or any conveyance, transfer or lease of properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor corporation 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 corporation had been named as the
Company herein, and thereafter, except in e case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Securities.



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 corporation to the Company and the assumption
by any such successor of the covenants of the Company herein and in the Securities; or


 


 









 






(2) to add to the covenants of the Company for the benefit of the Holders of all 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




(3) to add any additional Events of Default; or




(4) to add to or to change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons; or




(5) to change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or




(6) to secure the Securities pursuant to the requirements of Section 1006 or otherwise;
or




(7) to establish the form or terms of Securities of any series as permitted by Sections
201 and 301; or




(8) 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 of
the provisions of this Indenture as shall be necessary to provide for or facilitate
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 61l(b); or




(9) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Section 403, provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of Securities in
any material respect; or




(10) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture, provided such action shall not
adversely affect the interests of the Holders of Securities of any series in any material
respect.



SECTION 902. Supplemental Indentures with Consent of Holders.




With the consent of the Holders of not less than 66 and 2/3 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,




(1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the


 


 









 






Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium 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), or




(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) provided for in this
Indenture, or




(3) modify any of the provisions of this Section, Section 513 or Section 1009, 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 Outstanding
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 1009, or the deletion of this proviso,
in accordance with the requirements of Sections 611(b) and 901(8).


A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which 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.



With respect to any series of Securities issued hereunder, the Company may, but shall not be
obligated to, fix a record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders on such record date or
their duly designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture or to revoke (prior to the delivery to the Trustee of consents from the
Holders of not less than 66 and 2/3% of such Securities) any such consent previously given, whether
or not such Holders remain Holders after such record date; provided, that no such consent shall be
valid or effective for more than 90 days after such record date.



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 Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties 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 of any series 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 Company, 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 10




COVENENANTS




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



SECTION 1002. Maintenance of Office or Agency.




The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. Unless otherwise designated by the Company by written notice to the
Trustee, such office or agency shall be the office of Bankers Trust Company, Corporate Trust and
Agency Group, Four Albany Street, New York, New York 10015. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of 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.



The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series 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 each 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 Securities 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 that 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) or
interest so becoming due until such sums shall be
paid to such Persons or 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 for any series of Securities, it
will, prior to each due date of the principal of (and premium, if any) or interest on any
Securities of that series, 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 in trust for the benefit of the
Persons entitled to such principal, premium or interest, 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 for any series of Securities 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:




(1) hold all sums held by it for the payment of the principal of (and premium, if any)
or interest on Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided:




(2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment of principal (and premium, if
any) or interest on the Securities of that series; and




(3) 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 any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



Any money 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 of any
series 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 on Company Request, or (if then held by the
Company) shall 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 Day and of general circulation in the Borough of Manhattan, The City of New York, and in
the Place of Payment for such series if such Place of Payment is outside 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. Corporate Existence.




Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights, (charter and statutory)
and franchises;
provided, however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.


 


 









 





SECTION 1005. Maintenance of Properties.




The Company will cause all properties material to the conduct of its business or the business
of any Designated Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the
business of any Designated Subsidiary and not disadvantageous in any material respect to the
Holders.



SECTION 1006. Limitation on Liens on Common Stock of Designated Subsidiaries.




Except as otherwise specified as contemplated by Section 301 for Securities of any series, so
long as any Securities of any series shall remain Outstanding, the Company will not, and will not
permit any Subsidiary to, directly or indirectly, create, issue, assume, incur or guarantee any
indebtedness for money borrowed which is secured by a mortgage, pledge, lien, security interest or
other encumbrance of any nature on any of the present or future common stock of a Designated
Subsidiary (or any company, other than the Company, having direct or indirect control of any
Designated Subsidiary), which common stock is directly or indirectly owned by the Company, unless
the Securities and, if the Company so elects, any other indebtedness of the Company ranking at
least pari passu with the Securities, shall be secured equally and ratably with (or prior to) such
other secured indebtedness for money borrowed so long as it is outstanding.



SECTION 1007. Defeasance of Certain Obligations and Certain Events of Default.




If this Section 1007 is specified, as contemplated by Section 301, to be applicable to
Securities of any series, the Company may omit to comply with any term, provision or condition set
forth in Section 1005 or 1006, and Section 501(4) with respect to Sections 1005 and 1006, and
Section 501(5) shall be deemed not to be an Event of Default, in each case with respect to the
Securities of any series, provided that the following conditions have been satisfied:




(1) the Company has deposited or caused to be deposited with the Trustee (or another
corporate trustee appointed by the Company satisfying the requirements of Section 609 who
shall have agreed to comply with the provisions of this Section 1007) irrevocably
(irrespective of whether the conditions in subparagraphs (2), (3), (4), (5), (6), (7) and
(8) below have been satisfied, but subject to the provisions of Section 402(c) and the last
paragraph of Section 1003), as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities of that series, with
reference to this Section 1007, (A) money in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of interest and principal in respect thereof in
accordance with their terms will provide not later than one day before the due date of any
payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or such other corporate trustee, as the case may be) to pay and discharge, (i) the
principal of (and premium, if any) and each installment of


 


 









 






principal (and premium, if any) and interest on the Outstanding Securities of that
series on the Stated Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable to Securities of
such series on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities;




(2) such deposit shall not cause the Trustee with respect to the Securities of that
series to have a conflicting interest as defined in Section 608 and for purposes of the
Trust Indenture Act with respect to the Securities of any series;




(3) such deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound;




(4) no Event of Default under Sections 501(1), 501(2) or 501(3), or event which with
the lapse of time would become an Event of Default under Section 501(1), with respect to the
Securities of that series shall have occurred and be continuing on the date of such deposit,
and no Event of Default under Section 501(6) or Section 501(7) or event which with the
giving of notice or lapse of time, or both, would become an Event of Default under Section
501(6) or Section 501(7) shall have occurred and be continuing on the 91st day after such
date of deposit;




(5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
Holders of the Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain obligations and
certain Events of Default and will be subject to federal income tax on the same amounts and
in the same manner and at the same times, as would have been the case if such deposit and
defeasance had not occurred;




(6) if the Securities of that series are then listed on the New York Stock Exchange,
Inc., the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that such deposit and defeasance will not cause such Securities to be delisted;




(7) 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
defeasance contemplated by the Section have been complied with; and




(8) if such deposit is to be made with a trustee, other than the Trustee, pursuant to
subparagraph (1) above, such other trustee shall have delivered to the Trustee a certificate
satisfactory in form to the Trustee stating that such deposit has been made in accordance
with the provisions of this Section 1007 and that such other trustee agrees to comply with
the provisions of Sections 402, 1007 and the last paragraph of Section 1003 applicable to
it, and the Trustee shall be fully protected in relying upon such certificate.



In the event that any other trustee is appointed by the Company pursuant to subparagraph (1)
above, the Trustee shall have no responsibility with respect to the performance by such other
trustee of its duties or with respect to any monies or U.S. Government Obligations deposited with
such other trustee.



SECTION 1008. 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, 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 Sections 1004 to 1006, inclusive, 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 1009. Waiver of Certain Covenants.




The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 to 1006, inclusive, with respect to the Securities of any
series if before 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.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




SECTION 1101. Applicability of Article.




Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.



SECTION 1102. Election to Redeem; Notice to Trustee.




The election of the Company to redeem any Securities shall be evidenced by an Officers’
Certificate. In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 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 and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.



SECI10N 1103. Selection by Trustee of Securities to Be Redeemed.




If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by lot or such
other method as the Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series.



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


 


 









 





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.



SECTION 1104. Notice of Redemption.




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 his address appearing in the Security Register.




All notices of redemption shall state:




(1) the Redemption Date,




(2) the Redemption Price,




(3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the
particular Securities 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,




(5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price, and




(6) that the redemption is for a sinking fund, if such is the case.



Notice of redemption of Securities to be redeemed at the election of 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.



SECTION 1105. 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 1106. Securities Payable on Redemption Date.




Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the 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 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 accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption Date shall 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 Record Dates according to their terms and the
provisions of Section 307.


 


 









 





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



SECTION 1107. Securities Redeemed in Part.




Any Security (including any Global 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 the same series, 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; provided, that if a
Global Security is so surrendered, the new Global Security shall be in a denomination equal to the
unredeemed portion of the principal of the Global Security so surrendered.



ARTICLE TWELVE




SINKING FUNDS




SECTION 1201. Applicability of Article.




The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.



SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.




The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
securities as provided for by the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


 









 





SECTION 1203. Redemption of Securities for Sinking Fund.




Not less than 60 days prior to each sinking fund payment date for any series of Securities
(unless a shorter period of time shall be acceptable to the Trustee), the Company will deliver to
the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant
to the terms of that series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.



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, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 
	 	CIGNA CORPORATION

 	 
	 	By  	/s/ Paul H. Rohrkemper
 	 
	 	 	Treasurer 	 



[SEAL]




ATTEST:




	 	 	 	 	 
	 	 	 
	/s/ Carol J. Ward
 	 	 
	Assistant Corporate Secretary 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	BANKERS TRUST COMPANY

 	 
	 	By  	/s/ Daniel C. Brown, Jr.
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



[SEAL]




ATTEST:




	 	 	 	 	 
	 	 	 
	/s/ Anthony A. Bocchino
 	 	 
	Vice President 	 	 
	 	 	 



 


 









 






COMMONWEALTH
OF PENNSYLVANIA

COUNTY OF PHILADELPHIA      } ss.:



On the 5th day of October, 1990, before me personally came Paul H. Rohrkemper, to me known,
who, being by me duly sworn, did depose and say that he is the Treasurer of CIGNA Corporation, one
of the corporations described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	 	/s/ Noreen M. Kiriloff
 



[SEAL]





STATE OF NEW YORK COUNTY OF NEW YORK } ss.:



On the 5th day of October, 1990, before me personally came Daniel C. Brown, Jr., to me known,
who, being by me duly sworn, did depose and say that he is Vice President of Bankers Trust Company,
one of the corporations described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	 	/s/ Desiree Marshall
 



[SEAL]