exv4w2



 





Exhibit 4.2




WEBSTER FINANCIAL CORPORATION




and




THE BANK OF NEW YORK,




as Trustee






SUPPLEMENTAL INDENTURE




Dated as of April 12, 2004






Supplement to Senior Debt Indenture dated as of April 12, 2004






 









 








SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE, dated as of April 12, 2004, by and between WEBSTER
FINANCIAL CORPORATION, a Delaware corporation (hereinafter called the
“Company”), having its principal executive office located at Webster Plaza,
Waterbury, Connecticut 06702 and THE BANK OF NEW YORK, a New York banking
corporation (hereafter called the “Trustee”), having a Corporate Trust Office
at 101 Barclay Street, New York, New York 10286, as Trustee under the Indenture
(as hereinafter defined).



RECITALS




               WHEREAS, the Company and the Trustee have entered into a Senior Debt
Indenture (hereinafter called the “Original Indenture” and, as supplemented
hereby, the “Indenture”), dated as of the date hereof, providing for the
issuance by the Company from time to time of its senior debt securities;



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



               WHEREAS, the Company desires to issue a series of its senior debt
securities under the Original 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 Original 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
to the Trustee 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 Original 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 “5.125% Senior Notes due 2014” (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. The Stated Maturity of the Notes
shall be April 15, 2014. The Notes shall be issued in denominations of $1,000
and integral multiples thereof.



               Section 1.3. Initial Amount of Series. The initial aggregate principal
amount of Notes which shall be issued is U.S.$150,000,000. 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, Redemption or Repurchase at the Option of
Holders. No sinking fund will be provided with respect to the Notes. The
Notes will not be redeemable at the option of the Company nor will the Company
be obligated to redeem the Notes at the option of the Holders.



               Section 1.5. Notes Not Convertible or Exchangeable. The Notes will not be
convertible into or exchangeable for Common Stock or 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 the Depository Trust Company.



               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 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.



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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.



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






	 	 	“Bank” means (i) any institution organized under the laws of
the United States, any State of the United States, the
District of Columbia, any territory of the United States,
Puerto Rico, Guam, American Samoa or the Virgin Islands which
(a) accepts deposits that the depositor has a legal right to
withdraw on demand, and (b) engages in the business of making
commercial loans and (ii) any trust company organized under
any of the foregoing laws.
	 
	 	 	“Constituent Bank” means a Subsidiary which is a Bank.




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	 	 	“Principal Constituent Bank” means Webster Bank or such other
Constituent Bank(s) of the Company that has consolidated
assets equal to 35% or more of the Company’s consolidated
assets, as may be designated from time to time, pursuant to a
Board Resolution and set forth in an Officers’ Certificate,
pursuant to the terms of Section 301 of the Indenture. If a
Constituent Bank is designated as a Principal Constituent
Bank in connection with the Securities of any series, such
Principal Constituent Bank shall remain a Principal
Constituent Bank until such time as the Securities of such
series are repaid.
	 
	 	 	“State” means any of the various States of the United States
of America.
	 
	 	 	“Voting Stock” means stock having voting power for the
election of directors, or trustees, as the case may be,
whether at all times or only so long as no senior class of
stock has voting power by reason of any contingency.
	 
	 	 	“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 and Section 301(18) of the Original 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
Constituent Bank. Except as set forth below, the Company will not sell,
assign, pledge, transfer or otherwise dispose of, or permit the issuance of, or
permit a direct or indirect majority owned entity of the Company to sell,
assign, pledge, transfer or otherwise dispose of, any shares of Voting Stock of
any Subsidiary, or any securities convertible into or options, warrants or
rights to subscribe for or purchase shares of Voting Stock of any Subsidiary,
which Subsidiary, in either case, is:




	(a)	 	A Principal Constituent Bank (with respect to the Notes,
Webster Bank is designated as a Principal Constituent Bank); or
	 
	(b)	 	A Subsidiary which owns shares of Voting Stock or any
securities convertible into or options, warrants or rights to
subscribe for or purchase shares of Voting Stock of a Principal
Constituent Bank;




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provided, however, that nothing in this Section shall prohibit any dispositions
made by the Company or any Subsidiary (i) acting in a fiduciary capacity for
any person other than the Company or any Subsidiary, or (ii) to the Company or
any of its wholly owned (except for directors’ qualifying shares) Subsidiaries.
Notwithstanding the foregoing, sales, assignments, pledges, transfers,
issuances or other dispositions of shares of Voting Stock or securities
convertible into or options, warrants or rights to subscribe for or purchase
shares of Voting Stock of a corporation referred to in Clause (a) or (b) above
may be made where:




               (i) the sales, assignments, pledges, transfers, issuances or
other dispositions are made, in the minimum amount required by law,
to any Person for the purpose of the qualification of such Person
to serve as a director; or




               (ii) the sales, assignments, pledges, transfers, issuances or
other dispositions are made in compliance with an order of a court
or regulatory authority of competent jurisdiction; or




               (iii) the sales, assignments, pledges, transfers, issuances or
other dispositions are made in connection with a merger or
consolidation of a Principal Constituent Bank with or into a wholly
owned Subsidiary, Constituent Bank or other Bank, if, after such
merger or consolidation with such entity, the Company owns,
directly or indirectly, not less than the percentage of Voting
Stock of the surviving entity of such transaction as it owned of
such Principal Constituent Bank prior to such transaction; or




               (iv) the sales, assignments, pledges, transfers, issuances or
other dispositions are for fair market value (as determined by the
Board of Directors of the Company, which determination shall be
conclusive and evidenced by a Board Resolution) and, after giving
effect to such disposition or issuance and any potential dilution,
the Company and its wholly owned (except for directors’ qualifying
            shares) Subsidiaries, will own directly not less than 80% of the
Voting Stock of such Principal Constituent Bank or Subsidiary; or




               (v) a Principal Constituent Bank sells additional shares of
Voting Stock to its stockholders at any price, if, after such sale,
the Company owns, directly or indirectly, not less than the
percentage of Voting Stock of such Principal Constituent Bank it
owned prior to such sale; or




               (vi) a pledge is made or a lien is created to secure loans or
other extensions of credit by a Constituent Bank subject to Section
23A of the Federal Reserve Act.



               Section 4.2. Limitation upon Creation of Liens on Capital Stock of
Principal Constituent Banks. Except as provided in Section 4.1 hereof, the
Company will not at any time, directly or indirectly, create, assume, incur or
suffer to be created, assumed or incurred or to exist any mortgage, pledge,
encumbrance or lien or charge of any kind upon (1) any shares of capital stock
of any Principal Constituent Bank (other than directors’ qualifying shares), or
(2) any shares of capital stock of a Subsidiary which owns capital stock of any
Principal Constituent Bank; provided, however, that, notwithstanding the
foregoing, the Company may incur or suffer to be incurred or to exist upon such
capital stock (a) liens for taxes, assessments or other governmental charges or
levies which are not yet due or are payable without penalty or of which the
amount, applicability or validity is being contested by the



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Company in good
faith by appropriate proceedings and the Company shall have set aside on its
books adequate reserves with respect thereto (segregated to the extent required
by generally accepted accounting principles), or (b) the lien of any judgment,
if such judgment shall not have remained undischarged, or unstayed on appeal or
otherwise, for more than 60 days.



               Section 4.3. Payment of Taxes and Other Claims. The Company will, and
will cause each Significant Subsidiary to, pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon it or upon its
income, profits or property, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon its property;
provided, however, that neither the Company nor any Significant Subsidiary
shall be required to pay or discharge or cause to be paid or discharged any
such material tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings.



               Section 4.4. Waiver of Covenants. In accordance with Section 1007 of the
Original Indenture, the Company may omit in any particular instance to comply
with any term, provision or condition set forth in Sections 4.1 to 4.3 hereof,
inclusive, with respect to the Notes if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Notes, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived 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 FIVE




COVENANT DEFEASANCE




               Section 5.1. Covenant Defeasance Applicable to Notes. The covenant
defeasance provisions of Section 402(3) of the Original Indenture shall be
applicable to the covenants contained in Article Four of this Supplemental
Indenture.



ARTICLE SIX




REMEDIES




               Pursuant to Section 201, Section 301(18) and Section 501(8) of the
Indenture, “Event of Default”, whenever used with respect to the Notes, shall
include an event of default as defined in any bond, note, debenture or other
evidence of indebtedness of the Company or any
Principal Constituent Bank or under any mortgage, indenture, trust agreement or
other instrument securing, evidencing or providing for any indebtedness of the
Company or any Principal Constituent Bank as a result of which indebtedness of
the Company or such Principal Constituent Bank in excess of U.S.$10,000,000
aggregate principal amount shall be or become accelerated so as to be due and
payable prior to the date on which the same would otherwise become due and
payable and such acceleration shall not have been annulled or rescinded within
30 days of notice of such acceleration to the Company or such Principal
Constituent Bank. As



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used in this Article Six, the term “indebtedness” shall
not include any transaction (including an agreement with respect thereto) that
is an interest rate swap, interest rate option, equity or equity index swap,
equity or equity index option, bond or bond index swap, bond or bond index
option, or similar transaction, or any combination thereof, entered into by a
Principal Constituent Bank in the ordinary course of its business.



ARTICLE SEVEN




MISCELLANEOUS




               Section 7.1. Application of Supplemental Indenture. Each and every term
and condition contained in this 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 7.2. Benefits of Supplemental Indenture. Nothing contained in
this Supplemental Indenture, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent and
their successors under the Indenture and the Holders of Securities (including
the Notes) or Coupons, any benefit or any legal or equitable right, remedy or
claim under the Indenture.



               Section 7.3. 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 7.4. Governing Law. This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York
applicable to agreements made or instruments entered into and, in each case,
performed in said State.



               Section 7.5. Counterparts. This Supplemental Indenture may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.



               Section 7.6. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.



               Section 7.7. 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, to the fullest extent permitted by law, in any way be
affected or impaired thereby.



               Section 7.8. Trustee Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein and in the Notes, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Supplemental
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of Notes or the proceeds thereof.



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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.



	 	 	 	 	 
	 	 	WEBSTER FINANCIAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ William J. Healy

	

	 	Name:	 	William J. Healy
	

	 	Title:	 	Executive Vice President and







    	 	 	 	 	Chief Financial Officer
	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	not in its individual capacity,
          but solely as Trustee
	 
	 	 	 	 
	 
	 	By: 	 	/s/ Geovanni Barris

	 
	 	Name:	 	Geovanni Barris
	 
	 	Title:	 	Vice President







 










 






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 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
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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WEBSTER FINANCIAL CORPORATION




5.125% SENIOR NOTE DUE 2014




	 	 	 	 	 	 	 	 	 	 	 
	No.

	 	

	 	 	 	 
	 	U.S.$
	 	








	 	 	 	 	 
	CUSIP NO.	 	

	ISIN NO.	 	

	COMMON CODE	 	








     WEBSTER FINANCIAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (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.$
in the aggregate at any time, all of which shall be represented hereby) by
adjustments made by the Trustee on the records of the Trustee hereinafter
referred to in accordance with the Indenture) on April 15, 2014 and to pay
interest thereon, from and including April 12, 2004, 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 April 15 and October 15
in each year (each, an “Interest Payment Date”), commencing October 15, 2004,
at the rate of 5.125% per annum, until the principal hereof is due, and at the
rate of 5.125% 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 March 31 or September 30 (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
Company, notice of which shall be given to Holders of Notes not less than 10
days prior to such Special Record Date, or be paid in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes 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,
such payment shall be deemed practicable by the Trustee. Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day months.



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     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, 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
application by the Holder to the Security Registrar setting forth wire
instructions not later than the relevant Record Date, by wire transfer of
immediately available funds 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.



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



     Dated:
April     , 2004



	 	 	 	 	 
	 	 	WEBSTER FINANCIAL CORPORATION
	[Corporate Seal]
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







	 	 	 
	Attest:

	 	

	

	 	Name:
	

	 	Title:







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



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	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 “5.125% Senior Notes due 2014” (herein called the “Notes”),
limited in aggregate principal amount to U.S.$150,000,000, issued and to be
issued under a Senior Debt Indenture, dated as of April 12, 2004 (herein called
the “Base Indenture”), between the Company and The Bank of New York, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under
the Base Indenture), and a Supplemental Indenture, dated as of April 12, 2004,
between the Company and the Trustee (the “Supplemental Indenture,” the Base
Indenture, as modified and supplemented by the Supplemental Indenture, being
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 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
90 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 90-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 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 this 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 waived and released by the acceptance of this Note by
the Holder thereof and as part of the consideration for this Note.



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     THE INDENTURE, THIS NOTE AND ANY COUPONS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN
SAID STATE.



     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)
	 
	 	 	 	 
	JT TEN

	 	-
	 	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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