exv4w20



 



Exhibit 4.20








UNION PLANTERS CORPORATION



and



J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,



as Trustee






SUPPLEMENTAL INDENTURE



Dated as of November 24, 2003






     Supplement to Indenture dated as of November 24, 2003

(Senior Debt Securities)








 







 




SUPPLEMENTAL INDENTURE



     SUPPLEMENTAL INDENTURE, dated as of November 24, 2003, by and between
UNION PLANTERS CORPORATION, a Tennessee corporation (hereinafter called the
“Company”), having its principal office at 6200 Poplar Avenue, Memphis,
Tennessee 38119 and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking corporation (hereafter called the “Trustee”), having a Corporate Trust
Office at c/o 1 Bank One Plaza, Suite IL1-0823 Chicago, Illinois 60670-0823, as
Trustee under the Indenture (as hereinafter defined).


RECITALS



     WHEREAS, the Company and the Trustee have entered into an Indenture
(hereinafter called the “Indenture”), dated as of even date herewith, providing
for the issuance by the Company from time to time of its senior debt
securities;


     WHEREAS, no Securities have been issued under the Indenture and there do
not currently exist any Holders;


     WHEREAS, the Company desires to issue a series of senior debt securities
under the Indenture, and has duly authorized the creation and issuance of such
debt securities and the execution and delivery of this Supplemental Indenture
to modify the Indenture and provide certain additional provisions as
hereinafter described;


     WHEREAS, the Company and the Trustee deem it advisable to enter into this
Supplemental Indenture for the purposes of establishing the terms of such debt
securities and providing for the rights, obligations and duties of the Trustee
with respect to such debt securities;


     WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by a resolution of the Pricing Committee established and
granted the authority to do so by the Board of Directors of the Company;


     WHEREAS, concurrently with the execution hereof, the Company has delivered
an Officers’ Certificate and has caused its counsel to deliver to the Trustee
an Opinion of Counsel; and


     WHEREAS, all conditions and requirements of the Indenture necessary to
make this Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.


     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:


     For and in consideration of the mutual premises and agreements herein
contained, the Company and the Trustee covenant and agree, for the equal and
proportionate benefit of all Holders of the Notes, as follows:


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ARTICLE ONE



CREATION OF THE NOTES


     Section 1.1. Designation of Series. Pursuant to the terms hereof and
Sections 201 and 301 of the Indenture, the Company hereby creates a series of
its debt securities designated as the “4 3/8% Notes due 2010” (the “Notes”),
which Notes shall be deemed “Securities” for all purposes under the Indenture.


     Section 1.2. Form and Denomination of Notes. The definitive form of the
Notes shall be substantially in the form set forth in Exhibit A attached
hereto, which is incorporated herein and made part hereof. The Notes shall
bear interest, be payable and have such other terms as are stated in the form
of definitive Note and in the Indenture, as supplemented by this Supplemental
Indenture. The Stated Maturity of the Notes shall be December 1, 2010. The
Notes shall be issued in denominations of $1,000 and integral multiples
thereof.


     Section 1.3. Limit on Amount of Series. The Notes shall not exceed
U.S.$1,500,000,000 in aggregate principal amount of the Notes. The Notes, may,
upon the execution and delivery of this Supplemental Indenture or from time to
time thereafter, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Notes upon the delivery of a Company Order.


     Section 1.4. No Sinking Fund. No sinking fund will be provided with
respect to the Notes.


     Section 1.5. Notes Not Convertible or Exchangeable. The Notes will not
be convertible or exchangeable for other securities or property.


     Section 1.6. Issuance of Notes; Selection of Depository. The Notes shall
be issued as Registered Securities in permanent global form, without coupons.
The initial Depository for the Notes shall be DTC.


     Section 1.7. No Additional Amounts. No Additional Amounts shall be
payable with respect to the Notes.


     Section 1.8. Issuance of Additional Notes. From time to time subsequent
to the date hereof, without the consent of the Holders of the Notes, the
Company may create and issue additional Notes (the “Additional Notes”) under
the terms of the Indenture and this Supplemental Indenture (and without need to
execute any additional supplemental indenture). The Additional Notes shall be
issued as part of the existing series of Notes issued pursuant to this
Supplemental Indenture and shall have terms identical in all material respects
(except for the initial interest accrual date and the first Interest Payment
Date) to any Outstanding Notes and shall be treated together with any
Outstanding Notes as a single issue of Notes. Any Additional Notes issued
hereunder shall rank equally and ratably with the Notes originally issued
pursuant to this Supplemental Indenture, shall have the same CUSIP number and
shall trade interchangeably with


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such Notes and shall otherwise constitute Notes for all other purposes
hereof. Any Additional Notes may be issued pursuant to authorization provided
by one or more Board Resolutions. No Additional Notes shall be issued at any
time that there is an Event of Default under the Indenture with respect to the
Notes that has occurred and is continuing.



ARTICLE TWO



APPOINTMENT OF THE TRUSTEE FOR THE NOTES


     Section 2.1. Appointment of Trustee; Acceptance by Trustee. Pursuant and
subject to the Indenture, the Company and the Trustee hereby constitute the
Trustee as trustee to act on behalf of the Holders of the Notes. By execution,
acknowledgment and delivery of this Supplemental Indenture, the Trustee hereby
accepts appointment as trustee with respect to the Notes, and agrees to perform
such trusts upon the terms and conditions set forth in the Indenture and in
this Supplemental Indenture.


     Section 2.2. Rights, Powers, Duties and Obligations of the Trustee. Any
rights, powers, duties and obligations by any provisions of the Indenture
conferred or imposed upon the Trustee shall, insofar as permitted by law, be
conferred or imposed upon and exercised or performed by the Trustee with
respect to the Notes.


ARTICLE THREE



DEFINITIONS


     Section 3.1. Definition of Terms. Unless otherwise provided herein or
unless the context otherwise requires:


	(a)
	 	a term defined in the Indenture has the same meaning when
used in this Supplemental Indenture;




	(b)
	 	a term defined anywhere in this Supplemental Indenture has
the same meaning throughout;




	(c)
	 	the singular includes the plural and vice versa;




	(d)
	 	headings are for convenience of reference only and do not
affect interpretation; and




	(e)
	 	notwithstanding anything in the Indenture to the contrary,
the following terms have the meanings given to them in this Section
3.1(e):




	 
	 	“Principal Subsidiary Bank” means any Subsidiary, including
its Subsidiaries, which (1) is principally engaged in the
banking business, and (2) meets any of the following
conditions: (i) the Company’s and its other Subsidiaries’
investments in and advances to the Subsidiary exceed 30% of
the total assets of the Company and its Subsidiaries
consolidated as of the end of the most recently completed
fiscal year; (ii) the Company’s and its other Subsidiaries’
proportionate share of the total assets (after intercompany
eliminations) of the Subsidiary exceeds 30% of the total





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	 	assets of the Company and its Subsidiaries consolidated as
of the end of the most recently completed fiscal year; or
(iii) the Company’s and its other Subsidiaries’ equity in
the income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in
accounting principles of the Subsidiary exceeds 30% of such
income of the Company and its Subsidiaries consolidated for
the most recently completed fiscal year.




	 
	 	“Significant Subsidiary” means any Subsidiary which is a
“significant subsidiary” (within the meaning of Regulation
S-X, promulgated under the Securities Act) of the Company.




	 
	 	“State” means any of the various States of the United States
of America.




	 
	 	“Wholly Owned Subsidiary” means a Subsidiary of which all of
the outstanding voting stock (other than directors’
qualifying shares) is at the time, directly or indirectly,
owned by the Company, or by one or more Wholly Owned
Subsidiaries of the Company or by the Company and one or
more Wholly Owned Subsidiaries of the Company.




ARTICLE FOUR



COVENANTS


     Pursuant to Section 201, Section 301(15)(b) and Section 301(26) of the
Indenture, Section 1013 of the Indenture shall not apply to the Notes and, in
addition to the other covenants of the Company contained in the Indenture, so
long as any of the Notes are Outstanding, the following provisions shall be
applicable to the Notes:


     Section 4.1. Limitation upon Disposition of Voting Stock of Principal
Subsidiary Bank. Subject to Article 8 of the Indenture, the Company will not
sell, assign, transfer or otherwise dispose of any shares of, securities
convertible into or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock (other than directors’ qualifying shares) of any
Principal Subsidiary Bank and will not permit any Principal Subsidiary Bank to
issue (except to the Company) any shares of, securities convertible into or
options, warrants or rights to subscribe for or purchase shares of, Voting
Stock of any Principal Subsidiary Bank, except for sales, assignments,
transfers or other dispositions that:


	(a)
	 	are for fair market value on the date thereof, as determined
by the Board of Directors of the Company (which determination shall
be conclusive) and, after giving effect to such disposition and to
any possible dilution, the Company will own not less than 80% of the
shares of Voting Stock of such Principal Subsidiary Bank then issued
and outstanding free and clear of any security interest;




	(b)
	 	are made in compliance with an order of a court or regulatory
authority of




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	 	competent jurisdiction, as a condition imposed by any such court or
authority permitting the acquisition by the Company, directly or
indirectly, of any other banking institution or entity the
activities of which are legally permissible for a bank holding
company or a subsidiary thereof to engage in, or as an undertaking
made to such authority in connection with such an acquisition;




	(c)
	 	are made where such Principal Subsidiary Bank, having
obtained any necessary regulatory approvals, unconditionally
guarantees payment when due of the principal of and interest on the
Notes; or




	(d)
	 	are made to the Company or any Wholly Owned Subsidiary if
such Wholly Owned Subsidiary agrees to be bound by this covenant and
the Company agrees to maintain such Wholly Owned Subsidiary as a
Wholly Owned Subsidiary.




     Notwithstanding the foregoing, any Principal Subsidiary Bank may be merged
into or consolidated with another banking institution organized under the laws
of the United States, any State thereof or the District of Columbia if, after
giving effect to such merger or consolidation, the Company or any Wholly Owned
Subsidiary owns at least 80% of the Voting Stock of such other banking
institution then issued and outstanding free and clear of any security interest
and if, immediately after giving effect thereto and treating any such resulting
institution thereafter as a Principal Subsidiary Bank and as a Subsidiary for
purposes of the Indenture, no Event of Default, and no event that, after the
giving of notice or lapse of time or both, would become an Event of Default,
has occurred and is continuing.


     Section 4.2. Limitation upon Creation of Liens on Voting Stock of
Significant Subsidiaries. The Company will not, and it will not permit any
Subsidiary at any time directly or indirectly to, incur, issue, assume or
guarantee any Debt for borrowed money secured by a pledge of, lien on or
security interest in any shares of Voting Stock of any Significant Subsidiary
without making effective provision whereby the Outstanding Notes (and, if the
Company so elects any other Debt of the Company ranking on a parity with the
Notes) shall be secured equally and ratably with such secured Debt;
provided, however, that the foregoing covenant shall not apply to
any Debt secured by a pledge of, lien on or security interest in any shares of
Voting Stock of any corporation at the time it becomes a Significant
Subsidiary; and provided further, however, that the foregoing covenant shall
not be applicable to liens for taxes or assessments or governmental charges or
levies not then due and delinquent or the validity of which is being contested
in good faith or which are less than $5,000,000 in amount, liens created by or
resulting from any litigation or legal proceeding which is currently being
contested in good faith by appropriate proceedings or which involve claims of
less than $5,000,000, or deposits to secure (or in lieu of) surety, stay,
appeal or customs bonds.


     If the Company shall hereafter be required to secure the Notes equally and
ratably with any other Debt of the Company pursuant to this Section, (i) the
Company will promptly deliver to the Trustee an Officers’ Certificate stating
that the foregoing covenant has been complied with, and an Opinion of Counsel
stating that in the opinion of such counsel the foregoing covenant has been
complied with and that any instruments executed by the Company


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or any Subsidiary in the performance of the foregoing covenant comply with the
requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce the
rights of the holders of the Notes so secured.



ARTICLE FIVE



DEFEASANCE


     Section 5.1. Defeasance Applicable to Notes. Pursuant to Section 301(19)
and Section 1401 of the Indenture, provision is hereby made for both (i)
defeasance of the Notes under Section 1402 of the Indenture and (ii) covenant
defeasance of the Notes under Section 1403, in each case, upon the terms and
conditions contained in Article Fourteen of the Indenture.


ARTICLE SIX



MISCELLANEOUS


     Section 6.1. Application of Supplemental Indenture. Each and every term
and condition contained in the Supplemental Indenture that modifies, amends or
supplements the terms and conditions of the Indenture shall apply only to the
Notes created hereby and not to any future series of Securities established
under the Indenture.


     Section 6.2. Benefits of Supplemental Indenture. Nothing contained in
this Supplemental Indenture shall or shall be construed to confer upon any
person other than a Holder of the Notes, the Company and the Trustee any right
or interest to avail itself, himself or herself as the case may be, of any
benefit under any provision of the Indenture or this Supplemental Indenture.


     Section 6.3. Effective Date. This Supplemental Indenture shall be
effective as of the date first above written and upon the execution and
delivery hereof by each of the parties hereto.


     Section 6.4. Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.


     Section 6.5. Counterparts. This Supplemental Indenture 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.


     Section 6.6. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.


     Section 6.7. Separability Clause. In case any provision in this
Supplemental Indenture or in the Notes 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.


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     Section 6.8. Satisfaction and Discharge. The Company shall be deemed to
have satisfied all of its obligations under this Supplemental Indenture upon
compliance with the provisions of Section 1402 of the Indenture relating to
defeasance of the Notes, to the extent set forth in Section 1401.


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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first above written.



  	 	 	 
	 	 	
UNION PLANTERS CORPORATION
	 
	Dated:
          November 24, 2003
	 	
By: /s/ John T. Crawford

Name:  John T. Crawford, Jr.

Title: Executive Vice President and Treasurer
	 
	[Corporate
          Seal]
	 	 






  	 
	Attest:
          /s/ E. James House, Jr.  
Name: E. James House, Jr.

          Title: General Counsel and Corporate

          Secretary







  	 	 	 
	 	 	
J.P. MORGAN TRUST COMPANY, NATIONAL

ASSOCIATION

not in its individual capacity, but solely

as Trustee
	 
	Dated:
          November 24, 2003
	 	
By: /s/ Benita A. Pointer 

Name:  Benita A. Pointer, CCTS

Title:  Account Executive and Vice President
	 
	[Corporate
          Seal]
	 	 
	 
	Attest: 
          /s/ Janice Otto Rotunno

          Name: Janie Otto Rotunno

          Title: Vice President
	 	  






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EXHIBIT A TO SUPPLEMENTAL INDENTURE



FORM OF NOTE



[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:



     THIS NOTE IS A SECURITY IN GLOBAL FORM (“GLOBAL SECURITY”) WITHIN THE
MEANING OF SECTION 203 OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE TREATED BY THE
COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR
ALL PURPOSES.


     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE BASE
INDENTURE, THIS GLOBAL SECURITY 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 OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.]


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UNION PLANTERS CORPORATION


4 3/8% NOTE DUE 2010



  	 	 	 
	No._______________ 	 	
U.S. $[________]





CUSIP NO. [____]


ISIN NO. [____]

COMMON CODE [____]

     UNION PLANTERS CORPORATION,
  a corporation duly organized and existing under the laws of the State of Tennessee
  (herein called the “Company,” which term includes any successor Person
  under the Indenture referred to on the reverse hereof), for value received,
  hereby promises to pay to Cede & Co., the principal sum of [__________]
  United States Dollars (U.S.$[ __________  ] ) (which
  principal amount may from time to time be increased or decreased to such other
  principal amounts (which, taken together with the principal amounts of all other
  Outstanding Notes under this series of Notes, shall not exceed U.S. $1,500,000,000
  in the aggregate at any time, all of which shall be represented hereby) by adjustments
  made on the records of the Trustee hereinafter referred to in accordance with
  the Indenture) on December 1, 2010 and to pay interest thereon, from and
  including November 24, 2003, or from and including the most recent Interest
  Payment Date (as defined below) to which interest has been paid or duly provided
  for, semiannually in arrears on June 1 and December 1 in each year (each, an
  “Interest Payment Date”), commencing June 1, 2004, at the rate
  of 4.375% per annum, until the principal hereof is due, and at the rate of 4.375%
  per annum on any overdue principal and, to the extent permitted by law, on any
  overdue interest. The interest so payable, and punctually paid or duly provided
  for, on any Interest Payment Date will, as provided in the Indenture, be paid
  to the Person in whose name this Note (or one or more Predecessor Securities)
  is registered at the close of business on the Regular Record Date for such interest,
  which shall be the May 15 or November 15 (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 Note (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 of which shall
  be given to Holders of Notes not less than 10 days prior to such Special
  Record Date and shall otherwise be payable, all as more fully provided in the
  Indenture. 

     Payments of principal shall be made upon the surrender of this Note at the
Corporate Trust Office of the Trustee, or at such other office or agency of the
Company as may be designated by the Company for such purpose in the Borough of
Manhattan, The City of New York or in the City of Memphis, Tennessee, in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, by Dollar
check drawn on, or transfer to, a Dollar account. Payments of interest on this
Note may be made by Dollar check, drawn on a Dollar account, mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register, or, upon written


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application by the Holder to the Security Registrar setting forth wire
instructions not later than the relevant Record Date, by wire transfer to a
Dollar account. The amount of interest payable for any period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.



     Reference is hereby made to the further provisions of this Note 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 or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this Note
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 Note to be duly executed
and delivered under its corporate seal.



  	 	 	 
	 	 	
UNION PLANTERS CORPORATION
	 
	[Corporate Seal]	 	 
	 
	 	 	
By:___________________
	 
	 	 	
Name:  John T. Crawford, Jr.

Title: Executive Vice President and

Treasurer
	 
	Attest:____________________
	 	 
	 
	Name:
          E. James House, Jr.

          Title: General Counsel and

          Corporate Secretary
	 	 





(Trustee’s Certificate of Authentication)


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



  	 	 	 
	 	J.P.
          MORGAN TRUST COMPANY,

          NATIONAL ASSOCIATION,

          not in its individual capacity, but solely as Trustee

	 	 	 
	 	By:_______________________________

	 	 	Authorized Officer

	 	 	 






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[FORM OF REVERSE]


     This Note is one of a duly authorized issue of Securities of the Company
designated as its “4 3/8% Notes due 2010” (herein called the “Notes”), limited
in aggregate principal amount to U.S. $1,500,000,000, issued and to be issued
under an Indenture, dated as of November 24, 2003 (herein called the “Base
Indenture”), between the Company and J.P. Morgan Trust Company, National
Association, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Base Indenture), and a Supplemental Indenture,
dated as of November 24, 2003, between the Company and the Trustee (the
“Supplemental Indenture;” the Base Indenture, as modified and supplemented by
the Supplemental Indenture, 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 Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. As provided
in the Indenture and subject to certain limitations therein set forth, Notes
are exchangeable for a like aggregate principal amount of Notes of any
authorized denominations as requested by the Holder surrendering the same upon
surrender of the Note or Notes to be exchanged, at the Corporate Trust Office
of the Trustee. The Trustee upon such surrender by the Holder will issue the
new Notes in the requested denominations.


     No sinking fund is provided for the Notes. The Notes are not subject to
redemption, in whole or in part, or repayment at the option of the Holder,
prior to the Stated Maturity of the Notes.


     In any case where the due date for the payment of the principal of or
interest on this Note at any Place of Payment as the case may be, is not a
Business Day, then payment of principal of, or interest on this Note need not
be made on or by such date at such place but may be made on or by the next
succeeding Business Day, with the same force and effect as if made on the date
for such payment and, provided that so long as such payment is made on or by
the next succeeding Business Day, no interest shall accrue on the amount so
payable for the period from and after such date.


     If an Event of Default shall occur and be continuing, the principal of all
the Notes, together with accrued interest to the date of declaration, may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     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 Notes under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of
not less than a majority in principal amount of the Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all the Notes, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note
or such other Note.



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     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Notes, the Holders of not less
than 25% in principal amount of the Notes that are Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee thereunder and offered to the
Trustee indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request and the Trustee for
60 days after receipt of such notice, request and offer of indemnity has failed
to institute any such proceeding and 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 Notes that are Outstanding.
The foregoing shall not apply to any suit instituted by any Holder of this Note
for the enforcement of any payment of principal of or interest on this Note or
after the respective due dates expressed herein.


     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, places 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 Note is registrable on the Security Register
upon surrender of this Note for registration of transfer at the Corporate Trust
Office of the Trustee or at such other office or agency of the Company as may
be designated by it for such purpose in the Borough of Manhattan, The City of
New York or the City of Memphis, Tennessee (which shall initially be an office
or agency of the Trustee), or at such other offices or agencies as the Company
may designate, 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 thereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees by the Security Registrar. 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 recover any tax or other governmental charge payable in
connection therewith.


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


     No recourse under or upon any obligation, covenant or agreement contained
in the Indenture, in this Note or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such, or against any past,
present or future shareholder, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly



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 waived and released by the acceptance of this Note by the Holder thereof
and as part of the consideration for this Note.


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


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


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ABBREVIATIONS



     The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:



  	 	 	 	 	 
	 	 TEN COM	
-
	 	as tenants in common
	 	 TEN ENT	
-
	 	as tenants by the entireties (Cust)
	 	 TEN ENT	
-
	 	as joint tenants with right of survivorship and not as tenants in common






  	 	 	 
	UNIF GIFT MIN ACT
	 -	 ______________________Custodian
        ____________
	 	 	    (Custodian)                                                    (Minor)
under Uniform
        Gifts to Minors Act____________
	 	 	            (State)
	 	 	 





     Additional abbreviations may also be used though not in the above list.


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FORM OF ASSIGNMENT



     For value received    hereby sell(s), assign(s) and
transfer(s) unto    (Please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints    as attorney to transfer the said
Note on the books of the Company, with full power of substitution in the
premises.



	 	 	 
	Signature(s):	 	
Dated:
	 
	 
	
	 	

	 

	
	 	

	 
	Signature(s) must be
guaranteed by an Eligible
Guarantor Institution with
membership in an approved
signature guarantee program
pursuant to Rule 17Ad-15
under the Securities Exchange
Act of 1934.	 	 







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