EX-4.2





Exhibit 4.2


 





THE TRAVELERS COMPANIES, INC.




TO




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




Trustee




 






INDENTURE




Dated as of [ ]




SUBORDINATED DEBT SECURITIES




 






 






 









 








The Travelers Companies, Inc.

Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of [ ]




	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	 	 	Indenture Section
	ss.310(a)

	(1	)	 	609
	(a)

	(2	)	 	609
	(a)

	(3	)	 	Not Applicable
	(a)

	(4	)	 	Not Applicable
	(a)

	(5	)	 	Not Applicable
	(b)

	 	 	 	608
	 

	 	 	 	610
	ss.311(a)

	 	 	 	613(a)
	(b)

	 	 	 	Not Applicable
	ss.312(a)

	 	 	 	701
	 

	 	 	 	702(a)
	(b)

	 	 	 	702(b)
	(c)

	 	 	 	702(c)
	ss.313(a)

	 	 	 	703(a)
	(b)

	 	 	 	703(a)
	(c)

	 	 	 	703(a)
	(d)

	 	 	 	703(b)
	ss.314(a)

	 	 	 	704
	(b)

	 	 	 	Not Applicable
	(c)

	(1	)	 	102
	(c)

	(2	)	 	102
	(c)

	(3	)	 	Not Applicable
	(d)

	 	 	 	Not Applicable
	(e)

	 	 	 	102
	ss.315(a)

	 	 	 	601(a)
	(b)

	 	 	 	602
	(c)

	 	 	 	601(b)
	(d)

	 	 	 	601(a), 601(c)
	(e)

	 	 	 	514
	ss.316(a)

	(1	)	 	512, 513
	(a)

	(2	)	 	Not Applicable
	(b)

	 	 	 	508
	ss.317(a)

	(1	)	 	503
	(a)

	(2	)	 	504
	(b)

	 	 	 	1003
	ss.318(a)

	 	 	 	107






      




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





i









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	Page	 	 	 	 	 
	RECITALS OF THE COMPANY 	 	 	1	 	 	 	 	 
	ARTICLE ONE

	 
	 	 		 	 	 	 	 
	Definitions and Other Provisions
of General Application

	 
	 	 	 	 	 	 	 	 
	Section 101. Definitions
	 	 	1	 	 	 	 	 
	Section 102. Compliance Certificates and Opinions
	 	 	9	 	 	 	 	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	9	 	 	 	 	 
	Section 104. Acts of Holders
	 	 	10	 	 	 	 	 
	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
	 	 	11	 	 	 	 	 
	Section 109. Successors and Assigns
	 	 	11	 	 	 	 	 
	Section 110. Separability Clause
	 	 	11	 	 	 	 	 
	Section 111. Benefits of Indenture
	 	 	11	 	 	 	 	 
	Section 112. Governing Law
	 	 	12	 	 	 	 	 
	Section 113. Legal Holidays
	 	 	12	 	 	 	 	 
	Section 114. Waiver of Jury Trial
	 	 	12	 	 	 	 	 
	Section 115. Force Majeure
	 	 	12	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 	 	 	 	 
	Security Forms

	 
	 	 	 	 	 	 	 	 
	Section 201. Forms Generally
	 	 	12	 	 	 	 	 
	Section 202. Form of Face of Security
	 	 	13	 	 	 	 	 
	Section 203. Form of Reverse of Security
	 	 	14	 	 	 	 	 
	Section 204. Form of Legend for Global Securities
	 	 	17	 	 	 	 	 
	Section 205. Form of Trustee’s Certificate of Authentication
	 	 	17	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 	 	 	 	 
	The Securities

	 
	 	 	 	 	 	 	 	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	17	 	 	 	 	 
	Section 302. Denominations
	 	 	20	 	 	 	 	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	20	 	 	 	 	 
	Section 304. Temporary Securities
	 	 	21	 	 	 	 	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	22	 	 	 	 	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	23	 	 	 	 	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	24	 	 	 	 	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	Page	 	 	 	 	 
	Section 308. Persons Deemed Owners
	 	 	25	 	 	 	 	 
	Section 309. Cancellation
	 	 	25	 	 	 	 	 
	Section 310. Computation of Interest
	 	 	25	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE FOUR

	 
	 	 	 	 	 	 	 	 
	Satisfaction and Discharge

	 
	 	 	 	 	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	25	 	 	 	 	 
	Section 402. Application of Trust Money
	 	 	26	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 	 	 	 	 
	Remedies

	 
	 	 	 	 	 	 	 	 
	Section 501. Events of Default
	 	 	27	 	 	 	 	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	28	 	 	 	 	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	30	 	 	 	 	 
	Section 504. Trustee May File Proofs of Claim
	 	 	30	 	 	 	 	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	31	 	 	 	 	 
	Section 506. Application of Money Collected
	 	 	31	 	 	 	 	 
	Section 507. Limitation on Suits
	 	 	32	 	 	 	 	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	32	 	 	 	 	 
	Section 509. Restoration of Rights and Remedies
	 	 	32	 	 	 	 	 
	Section 510. Rights and Remedies Cumulative
	 	 	33	 	 	 	 	 
	Section 511. Delay or Omission Not Waiver
	 	 	33	 	 	 	 	 
	Section 512. Control by Holders
	 	 	33	 	 	 	 	 
	Section 513. Waiver of Past Defaults
	 	 	34	 	 	 	 	 
	Section 514. Undertaking for Costs
	 	 	34	 	 	 	 	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	35	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE SIX

	 
	 	 	 	 	 	 	 	 
	The Trustee

	 
	 	 	 	 	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	35	 	 	 	 	 
	Section 602. Notice of Defaults
	 	 	36	 	 	 	 	 
	Section 603. Certain Rights of Trustee
	 	 	36	 	 	 	 	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	38	 	 	 	 	 
	Section 605. May Hold Securities
	 	 	38	 	 	 	 	 
	Section 606. Money Held in Trust
	 	 	38	 	 	 	 	 
	Section 607. Compensation and Reimbursement
	 	 	38	 	 	 	 	 
	Section 608. Disqualification; Conflicting Interests
	 	 	39	 	 	 	 	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	39	 	 	 	 	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	40	 	 	 	 	 
	Section 611. Acceptance of Appointment by Successor
	 	 	41	 	 	 	 	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	42	 	 	 	 	 






iii









 






	 	 	 	 	 	 	 	 	 
	 	 	Page	 	 	 	 	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	42	 	 	 	 	 
	Section 614. Appointment of Authenticating Agent
	 	 	42	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE SEVEN

	 
	 	 	 	 	 	 	 	 
	Holders’ Lists and Reports by Trustee and Company

	 
	 	 	 	 	 	 	 	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	44	 	 	 	 	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	44	 	 	 	 	 
	Section 703. Reports by Trustee
	 	 	45	 	 	 	 	 
	Section 704. Reports by Company
	 	 	46	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE EIGHT

	 
	 	 	 	 	 	 	 	 
	Consolidation, Merger, Conveyance, Transfer or Lease

	 
	 	 	 	 	 	 	 	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	46	 	 	 	 	 
	Section 802. Successor Person Substituted
	 	 	47	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE NINE

	 
	 	 	 	 	 	 	 	 
	Supplemental Indentures

	 
	 	 	 	 	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	48	 	 	 	 	 
	Section 902. Supplemental Indentures With Consent of Holders
	 	 	49	 	 	 	 	 
	Section 903. Execution of Supplemental Indentures
	 	 	50	 	 	 	 	 
	Section 904. Effect of Supplemental Indentures
	 	 	50	 	 	 	 	 
	Section 905. Conformity With Trust Indenture Act
	 	 	50	 	 	 	 	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	50	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE TEN

	 
	 	 	 	 	 	 	 	 
	Covenants

	 
	 	 	 	 	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest
	 	 	51	 	 	 	 	 
	Section 1002. Maintenance of Office or Agency
	 	 	51	 	 	 	 	 
	Section 1003. Money for Securities Payments to Be Held in Trust
	 	 	51	 	 	 	 	 
	Section 1004. Corporate Existence
	 	 	52	 	 	 	 	 
	Section 1005. Statement by Officers as to Default
	 	 	53	 	 	 	 	 
	Section 1006. Waiver of Certain Covenants
	 	 	53	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE ELEVEN

	 
	 	 	 	 	 	 	 	 
	Subordination of Securities

	 
	 	 	 	 	 	 	 	 
	Section 1101. Securities Subordinate to Senior Indebtedness
	 	 	53	 	 	 	 	 
	Section 1102. Payment Over of Proceeds Upon Dissolution, Etc.
	 	 	54	 	 	 	 	 
	Section 1103. No Payment When Senior Indebtedness in Default
	 	 	55	 	 	 	 	 






iv









 






	 	 	 	 	 	 	 	 	 
	 	 	Page	 	 	 	 	 
	Section 1104. Payment Permitted If No Default
	 	 	56	 	 	 	 	 
	Section 1105. Subrogation to Rights of Holders of Senior Indebtedness
	 	 	56	 	 	 	 	 
	Section 1106. Provisions Solely to Define Relative Rights
	 	 	57	 	 	 	 	 
	Section 1107. Trustee to Effectuate Subordination
	 	 	57	 	 	 	 	 
	Section 1108. No Waiver of Subordination Provisions
	 	 	58	 	 	 	 	 
	Section 1109. Notice to Trustee
	 	 	58	 	 	 	 	 
	Section 1110. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	59	 	 	 	 	 
	Section 1111. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	59	 	 	 	 	 
	Section 1112. Rights of Trustee as Holder of Senior Indebtedness; Preservation of
Trustee’s Rights
	 	 	59	 	 	 	 	 
	Section 1113. Article Applicable to Paying Agents
	 	 	60	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE TWELVE

	 
	 	 	 	 	 	 	 	 
	Redemption of Securities

	 
	 	 	 	 	 	 	 	 
	Section 1201. Applicability of Article
	 	 	60	 	 	 	 	 
	Section 1202. Election to Redeem; Notice to Trustee
	 	 	60	 	 	 	 	 
	Section 1203. Selection by Trustee of Securities to Be Redeemed
	 	 	60	 	 	 	 	 
	Section 1204. Notice of Redemption
	 	 	61	 	 	 	 	 
	Section 1205. Deposit of Redemption Price
	 	 	61	 	 	 	 	 
	Section 1206. Securities Payable on Redemption Date
	 	 	61	 	 	 	 	 
	Section 1207. Securities Redeemed in Part
	 	 	62	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE THIRTEEN

	 
	 	 	 	 	 	 	 	 
	Sinking Funds

	 
	 	 	 	 	 	 	 	 
	Section 1301. Applicability of Article
	 	 	62	 	 	 	 	 
	Section 1302. Satisfaction of Sinking Fund Payments with Securities
	 	 	62	 	 	 	 	 
	Section 1303. Redemption of Securities for Sinking Fund
	 	 	63	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE FOURTEEN

	 
	 	 	 	 	 	 	 	 
	Defeasance and Covenant Defeasance

	 
	 	 	 	 	 	 	 	 
	Section 1401. Applicability of Article; Company’s Option to Effect
Defeasance or Covenant Defeasance
	 	 	63	 	 	 	 	 
	Section 1402. Defeasance and Discharge
	 	 	63	 	 	 	 	 
	Section 1403. Covenant Defeasance
	 	 	64	 	 	 	 	 
	Section 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	64	 	 	 	 	 
	Section 1405. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions
	 	 	67	 	 	 	 	 
	Section 1406. Reinstatement
	 	 	67	 	 	 	 	 






v









 





     INDENTURE, dated as of [ ], between The Travelers Companies, Inc., a corporation duly
organized and existing under the laws of the State of Minnesota (herein called the “Company”),
having its principal office at 385 Washington Street, St. Paul, Minnesota 55102, and The Bank of
New York Mellon Trust Company, N.A., a national banking association, duly organized and existing
under the laws of the United States of America, 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 and subordinated 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.



     “applicants” has the meaning specified in Section 702.



     “Authenticating Agent” means any Authenticating Agent appointed pursuant to Section 614 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.



     “Capital Lease Obligation” of any Person means the obligation to pay rent or make other
payments under a lease of (or other Indebtedness arrangements conveying the right to use) real or
personal property of such Person which is required to be classified and accounted for as a capital
lease or a liability on the balance sheet of such Person in accordance with generally accepted
accounting principles. The Stated Maturity of such obligation shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon which such lease may
be terminated by the lessee without payment of a penalty.



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



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “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, its President or a Vice President, and by its



2









 







Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.



     “Corporate Trust Office” means the corporate trust office of the Trustee, at which this
Indenture is principally administered. At the date hereof, such office is located at 222 Berkeley
Street, 2nd Floor, Boston, Massachusetts 02116-3748, Attention: Corporate Trust
Services.



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



     “covenant defeasance” has the meaning specified in Section 1403.



     “default” has the meaning specified in Section 602.



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



     “defeasance” has the meaning specified in Section 1402.



     “Depository” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the clearing agency registered under the
Exchange Act specified for that purpose as contemplated by Section 301.



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



     “Exchange Act” means the Securities Exchange Act of 1934 as it may be amended and any
successor act thereto.



     “Global Security” means a security bearing the legend specified in Section 204 evidencing all
or part of a series of Securities, authenticated and delivered to the Depository for such series or
its nominee, and registered in the name of such Depository or nominee.



     “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person
guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including, without limitation, any obligation of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for the payment of such
Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the
holder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain working
capital, equity capital or other financial statement condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness (and “Guaranteed,” “Guaranteeing” and
“Guarantor” shall have meanings correlative to the foregoing); provided, however, that the
Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in
either case, in the ordinary course of business.



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



     “Incur” means, with respect to any Indebtedness or other obligation of any Person, to create,
issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable
in respect of such Indebtedness or other obligation or the recording, as required



3









 







pursuant to generally accepted accounting principles or otherwise, of any such Indebtedness or
other obligation as a liability on the balance sheet of such Person (and “Incurrence,” “Incurred,”
“Incurrable” and “Incurring” shall have meanings correlative to the foregoing); provided, however,
that a change in generally accepted accounting principles that results in an obligation of such
Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such
Indebtedness.



     “Indebtedness” means (without duplication), with respect to any Person, whether recourse is to
all or a portion of the assets of such Person, (i) all Indebtedness described in clauses
(i)-(viii) of the definition of Senior Indebtedness (all references to the Company in such
definition being deemed to refer to such Person) and (ii) the maximum fixed redemption or
repurchase price of redeemable interests of such Person at the time of determination.



     “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 installment of interest on such Security.



     “Junior Subordinated Payment” has the meaning specified in Section 1102.



     “mandatory sinking fund payment” has the meaning specified in Section 1301.



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



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



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’
Certificate given pursuant to Section 1006 shall be the principal executive, financial or
accounting officer of the Company.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company.



     “optional sinking fund payment” has the meaning specified in Section 1301.



4









 





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



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




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




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




     (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected 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, (i) the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon acceleration of the Maturity thereof pursuant to
Section 502, (ii) the principal amount of a Security denominated in a foreign currency or
currencies shall be the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent on the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, and (iii) 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 pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




     “Paying Agent” means 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.



     “Payment Blockage Period” has the meaning specified in Section 1103.



5









 





     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, limited liability company, 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.



     “Preferred Securities” means undivided preferred beneficial interests in a Travelers Capital
Trust.



     “Proceeding” has the meaning specified in Section 1102.



     “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, means any officer of the Trustee
with direct responsibility for the administration of this Indenture and also means, with respect to
a particular corporate trust matter, any other officer of the Trustee to whom such matter is
referred 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.



     “Securities Payment” has the meaning specified in Section 1102.



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



     “Senior Indebtedness” means the principal of, premium, if any, interest on and any other
payment due pursuant to any of the following, whether Incurred on or prior to the date hereof or
hereafter Incurred:




     (i) all obligations of the Company for money borrowed (other than obligations pursuant
to the Indenture, the Securities, the Junior Subordinated Indenture,



6









 







dated as of March 12, 2007, between Travelers and the Trustee and any Securities issued
pursuant to such Indenture;




     (ii) all obligations of the Company evidenced by notes, debentures, bonds or other
similar instruments, including obligations Incurred in connection with the acquisition of
property, assets or businesses;




     (iii) all Capital Lease Obligations of the Company;




     (iv) all reimbursement obligations of the Company with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of the Company;




     (v) all obligations of the Company issued or assumed as the deferred purchase price of
property or services, including all obligations under master lease transactions pursuant to
which the Company or any of its subsidiaries have agreed to be treated as owner of the
subject property for federal income tax purposes (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business);




     (vi) all payment obligations of the Company under interest rate swap or similar
agreements or foreign currency hedge, exchange or similar agreements at the time of
determination, including any such obligations Incurred by the Company solely to act as a
hedge against increases in interest rates that may occur under the terms of other
outstanding variable or floating rate Indebtedness of the Company;




     (vii) all obligations of the type referred to in clauses (i) through (vi) above of
another Person and all dividends of another Person the payment of which, in either case, the
Company has assumed or Guaranteed or for which the Company is responsible or liable,
directly or indirectly, jointly or severally, as obligor, Guarantor or otherwise;




     (viii) all compensation and reimbursement obligations of the Company pursuant to
Section 607; and




     (ix) all amendments, modifications, renewals, extensions, refinancings, replacements
and refundings by the Company of any such Indebtedness referred to in clauses (i) through
(viii) above (and of any such amended, modified, renewed, extended, refinanced, refunded or
replaced Indebtedness);


subject to, if provided in the supplemental indenture under which a series of Securities is issued
or in the form of Security for such series, any modifications to this definition of Senior
Indebtedness, including additional obligations that the Company may determine to include within
this definition and obligations that may be excluded from this definition, pursuant to Section 301
hereof; and provided, however, that the following shall not constitute Senior Indebtedness: (A) any
Indebtedness owed to a Person when such Person is a Subsidiary or employee of the Company, (B)
Indebtedness Incurred for the purchase of goods, materials or property, or for services obtained in
the ordinary course of business, or (C) any Indebtedness which by the terms of the instrument
creating or evidencing the same expressly provides that it is not superior in right of payment to
the Securities or (D) any Indebtedness to the extent Incurred in violation of this Indenture. 




7









 








     For purposes of this definition, “Indebtedness” includes any obligation to pay principal,
premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-petition interest is allowed
in such proceeding). Any Senior Indebtedness shall continue to be Senior Indebtedness and entitled
to the benefits of the subordination provisions of Article Eleven irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.



     “Senior Nonmonetary Default” has the meaning specified in Section 1103.



     “Senior Payment Default” has the meaning specified in Section 1103.



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



     “Stated Maturity”, when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable



     “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 so long as no senior class of stock has such voting power by reason of any contingency.



     “Travelers Capital Trust”, means one or more statutory trusts, partnerships or limited
liability companies created by the Company for the purpose of issuing undivided beneficial
interests therein in connection with the purchase of Securities under this Indenture.



     “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 amended, as in force at the
date as of which this instrument was executed, except as provided in Section 905; provided,
however, that in the event the Trust Indenture Act of 1939 is further amended after such date,
“Trust Indenture Act” means, to the extent required by such amendment, the Trust Indenture Act of
1939 as amended.



     “U.S. Government Obligations” has the meaning specified in Section 1404.



     “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”.



8









 




Section 102. Compliance Certificates and Opinions.



Except as otherwise expressly provided by this Indenture, 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 such action is authorized or
permitted by this Indenture and that 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 any 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.



9









 





     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 agent
duly appointed in writing; 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. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive 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 or writing 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 or writing 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 or writing, 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 therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



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



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




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




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal



10









 







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 notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the 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, the holders of Senior



11









 







Indebtedness and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


Section 112. Governing Law.




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


Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security 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 Stated Maturity, provided that no interest shall accrue
with respect to such payment for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.


Section 114. Waiver of Jury Trial.




     EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


Section 115. Force Majeure.




     In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.



ARTICLE TWO




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 in one or more
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



12









 







such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or Depository
therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 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 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.



[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]




The Travelers Companies, Inc.




 






			
	 	 	 
	No                            
	 	      $                    
	 	 	 





     The Travelers Companies, Inc., a corporation duly organized and existing under the laws of the
State of Minnesota (herein called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                     or registered assigns, the principal sum of
                     Dollars on                                          [If the Security is
to bear interest prior to Maturity, insert terms established pursuant to Section 301 of the
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 and any
overdue premium shall bear interest at the rate of                     % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment. Interest on any overdue principal or premium shall be
payable on demand. [Any such interest on overdue principal or premium which is not paid on demand
shall bear interest at the rate of                     % per annum (to the extent that the payment of
such interest on interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any overdue interest shall 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 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



13









 







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:                    
	 	 	 	 	 	 
	 	 	THE TRAVELERS COMPANIES, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	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
[     ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture 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 [if applicable, insert
—, limited in aggregate principal amount to $                    ].



     [If applicable, insert — The Securities of this series are subject to redemption upon not more
than 60 or less than 30 days’ notice by mail, [if applicable, insert — (1) 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                     , 20  ], as a whole or in part, at the
election of the Company, at the following Redemption Prices [insert terms established pursuant to
Section 301 of the Indenture].



14









 





     [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       and ending with 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 — 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 and of a like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.



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



     [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, premium 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 premium and interest, if any, on the Securities of
this series shall terminate.]



     [The Indenture contains provisions for defeasance at any time of [the entire Indebtedness of
this Security or] [certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth therein.]



15









 





     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 majority of the Holders of the 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 principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium, 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 any premium 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 and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $........ and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor 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.



16









 




Section 204. Form of Legend for Global Securities.




     Any Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:




     “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 thereof. This
Security may not be exchanged in whole or in part for a Security registered, and no transfer
of this Security in whole or in part may be registered in the name of any Person other than
such Depository or a nominee thereof, except in the limited circumstances described in the
Indenture.”


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




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



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



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

     as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






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. There shall be established in or pursuant
to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,




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




     (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,



17









 







or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or
1207 and except for any Securities which, pursuant to Section 303, are deemed never to have
been authenticated and delivered hereunder);




     (3) the Person to whom any interest on a Security of the series shall be payable, if
other than 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;




     (4) the date or dates on which the principal of the Securities of the series is
payable;




     (5) the rate or rates 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;




     (6) the place or places where the principal of (and premium, if any) and interest on
Securities of the series shall be payable;




     (7) any provisions relating to the deferral of interest payments on the Securities of
the series at the option of the Company or otherwise, including the duration of any such
deferral or extension period and the maximum period during which interest payments may be
deferred or extended;




     (8) 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;




     (9) 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;




     (10) any modifications, including additions to or exclusions from, the definition of
Senior Indebtedness or Events of Default applicable to the Securities of any series;




     (11) any provisions necessary to permit or facilitate the issuance, payment or
conversion of any Securities of the series that may be converted into securities or other
property other than Securities of the same series (including shares of the Company’s common
or preferred stock or other Securities of the Company) and of like tenor, whether in
addition to, or in lieu of, any payment of principal or other amount and whether at the
option of the Company or otherwise;




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



18









 






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




     (14) if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or more
currencies, composite currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies, composite currency, composite
currencies or currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods within which and
the terms and conditions upon which such election is to be made and the amount so payable
(or the manner in which such amount shall be determined);




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




     (16) whether the Securities of the series shall be issued in whole or in part in the
form of one or more Global Securities and, in such case, the Depository with respect to such
Global Security or Securities and the circumstances under which any such Global Security may
be exchanged for Securities registered in the name of, and any transfer of such Global
Security may be registered in the name of, a Person other than such Depository or its
nominee, if other than as set forth in Section 305;




     (17) 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:




     (18) the application, if any, of Sections 1302 or 1303 to the Securities of any series;




     (19) any proposed listing on any national or foreign securities exchange of the
Securities of the series; and




     (20) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture), including any terms necessary, customary or desirable to
facilitate the issuance of Preferred Securities by a Travelers Capital Trust.



     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 the Board Resolution referred to above
and (subject to Section 303) set forth in the Officers’ Certificate or in any such indenture
supplemental hereto.



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



19









 





     The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in
Article Eleven.


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 to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 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
President or one of its Vice Presidents. 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, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights and to general equity principles.



     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



20









 







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 to be
issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by 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.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


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 any one or more temporary Securities of any series the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series and of a like tenor 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.



21









 




Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively 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 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 aggregate principal
amount and tenor.



     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 aggregate principal amount and tenor,
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 or exchange.



     Every Security presented or surrendered for registration of transfer or 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 1207 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 1203 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, no Global Security shall be registered for transfer or
exchange, or authenticated or delivered, pursuant to this Section 305 or Sections 304, 306, 906 or
1207 in the name of a Person other than the Depository for such Security or its nominee until



22









 




(i) the Depository with respect to a Global Security notifies the Company that it is unwilling
or unable to continue as Depository for such Global Security or the Depository ceases to be a
clearing agency registered under the Exchange Act, (ii) the Company executes and delivers to the
Trustee a Company Order that such Global Security shall be so transferable and exchangeable or
(iii) there shall have occurred and be continuing an Event of Default with respect to the
Securities of such series. Upon the occurrence in respect of any Global Security of any series of
any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence
or such other conditions as may be specified as contemplated by Section 301 for such series, such
Global Security may be registered for transfer or exchange for Securities registered in the names
of, or authenticated and delivered to, such Persons as the Depository with respect to such series
shall direct.




     Except as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether
pursuant to this Section, Section 304, 306, 906 or 1207 or otherwise, shall also be a Global
Security and bear the legend specified in Section 205.


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




     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange thereof or 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 protected
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.



23









 





     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.




     Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, 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.



     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



24









 







Trustee of the proposed payment pursuant to this Clause, such manner of payment shall
be deemed practicable by the Trustee.



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


Section 308. Persons Deemed Owners.




     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 (and
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.


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. 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 may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with its normal procedures unless otherwise 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 360-day year of
twelve 30-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



25









 







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 to the Trustee under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 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.



     Subject to provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, 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



26









 







determine, to the Persons entitled thereto, of the principal (and premium, if any) and
interest for whose payment such money has been deposited with the Trustee.



ARTICLE FIVE




Remedies



Section 501. Events of Default.




     “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Eleven, or 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 whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a 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 registered or certified mail, 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) 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



27









 






     (6) 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




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



     Upon receipt by the Trustee of any written notice of an Event of Default pursuant to this
Section 501 (a “Notice of Default”) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for determining Holders of
Outstanding Securities of such series entitled to join in such Notice of Default, which record date
shall be at the close of business on the day the Trustee receives such Notice of Default. The
Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such Notice of Default, whether or not such Holders remain Holders after such
record date; provided, however, that unless Holders of at least 25% in principal amount of the
Outstanding Securities of such series, or their proxies, shall have joined in such Notice of
Default prior to the date which is the ninetieth day after such record date, such Notice of Default
shall automatically and without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after
expiration of such 90-day period, a new Notice of Default identical to a Notice of Default which
has been canceled pursuant to the proviso to the preceding sentence or (ii) during any such 90-day
period, an additional notice of default with respect to any new or different fact or circumstance
permitting the giving of a Notice of Default with respect to Securities of such series, in either
of which events a new record date shall be established pursuant to the provisions of this
Section 501.


Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of all of the
Securities of that series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.



28









 





     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, its agents and counsel;




and




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




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



29









 







of such series, or an additional written notice of rescission or annulment of any declaration
of acceleration with respect to any other Event of Default with respect to Securities of such
series, in either of which events a new record date shall be established pursuant to the provisions
of this Section 502.


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




     The Company covenants that if




     (1) default is made in the payment of any interest 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 costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.




     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, 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 or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,



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     (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, including the
reasonable fees and expenses of its counsel; and




     SECOND: Subject to Article Eleven, 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.



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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 90 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 90-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.



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Section 510. Rights and Remedies Cumulative.




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



Section 511. Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



Section 512. Control by Holders.




     The Holders of a majority in 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, and




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



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



33









 







from such direction, in either of which events a new record date shall be established pursuant
to the provisions of this Section 512.



Section 513. Waiver of Past Defaults.




     Subject to Section 502, the Holders of a majority in principal amount of the Outstanding
Securities of any series may, by notice to the Trustee, waive an existing or past default with
respect to the Securities of such series and its consequences, except a default




     (1) in the payment of principal of (or premium, if any) or interest on any Security of
such series, or in the deposit of any sinking fund payment when and as due,




     (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, or




     (3) in respect of an existing or past default described in clause (4), (5) or (6) of
Section 501, which may be waived by the Holders of a majority in principal amount of all
Outstanding Securities voting together as a single class.



     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, whether or not such Holders remain Holders after such
record date; provided, however, that unless such majority in principal amount shall have waived
such default prior to the date which is the ninetieth day after such record date, any such waiver
previously given shall automatically and without further action by any Holder be cancelled and of
no further effect.



     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).



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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




Section 601. Certain Duties and Responsibilities.




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




     (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 known to the Trustee 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 willful 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;



35









 






     (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 or any
supplemental 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 and Section 603.



Section 602. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder known to the Trustee 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 installment
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 is 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 conclusively rely and shall be fully 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 or as otherwise



36









 







expressly provided herein 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, conclusively rely upon an Officers’ Certificate;




     (d) the Trustee may consult with counsel of its own choosing and the 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, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;




     (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;




     (h) the Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;




     (i) the Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities unless either (1) a Responsible Officer shall have actual
knowledge of such default or Event of Default or (2) written notice of such default or Event
of Default shall have been given to the Trustee at the Corporate Trust Office by the Company
or by any Holder of the Securities;




     (j) the grant to the Trustee of any permissive right or power hereunder or in any
supplemental indenture shall not be construed to ignore a duty to act; and



37









 






     (k) in no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage or any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action.



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);




     (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 reasonable compensation and the expenses and disbursements of its counsel), including
the costs and expenses of defending itself against any claim or



38









 







liability in connection with the exercise or performance of any of its powers or duties
hereunder.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(5) or 501(6), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or
other similar law.



     To secure the Company’s payment obligations in this Section 607, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the Trustee, in its capacity
as Trustee, except money or property held in trust to pay principal of, premium, if any, and
interest on particular Securities.



     The provisions of this Section 607 shall survive the resignation or removal of the Trustee and
the termination of this Indenture.



     The Trustee shall be entitled to exercise or enforce its rights to payment under this Section
607 whether or not an Event of Default may exist.



Section 608. Disqualification; Conflicting Interests.




     The Trustee for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for
therein. In determining whether the Trustee has a conflicting interest as defined in
Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall
be excluded this Indenture with respect to Securities of any particular series of Securities other
than that series.



     Nothing herein shall prevent the Trustee from filing with the Securities and Exchange
Commission the application referred to in the second to last paragraph of Section 3(b) of the Trust
Indenture Act.



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 and subject to supervision
or examination by federal, state, territorial or District of Columbia authority, having a combined
capital and surplus of at least $50,000,000. 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.



39









 





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 thereof or by the Company or by any such Holder, or




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



then, in any such case, (i) the Company by a Board Resolution may remove the Trustee 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 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



40









 







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



41









 







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



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




     The Trustee shall comply with Section 311(a) of the Trust Indenture Act with respect to each
series of Securities for which it is Trustee.



Section 614. Appointment of Authenticating Agent.




     At any time when any of the Securities remain Outstanding the Company 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 or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall 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



42









 







under such laws to act as Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by Federal or State authority. If
such Authenticating Agent 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 Company may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Trustee. 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 Company may
appoint a successor Authenticating Agent and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, as their names and addresses appear in the Security Register.
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 Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



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



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



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

	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 

As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






ARTICLE SEVEN




Holders’ Lists and Reports by Trustee and Company




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




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




     (a) semi-annually, not later than June 30 and December 31 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 June 15 or December 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; provided that the Company shall not be obligated to provide such a list of
Holders at any time that such list would not differ from the last such list provided by the Company
to the Trustee under this Section 701.




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 the Trustee reasonable proof that each such applicant



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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 the
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 information, 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 five
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 of each May 15, beginning with the May 15 immediately following the date of
this Indenture, the Trustee shall transmit to Holders such reports



45









 







concerning the Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act in the manner provided pursuant thereto.



     (b) A copy of each such report shall, at time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which the Securities are listed, with the Commission and with
the Company. The Company will notify the Trustee when the 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 Exchange Act; or, if the
Company is not required to file information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;




     (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.



     The filing of such reports with the Trustee shall not impose upon the Trustee an obligation to
review, and notwithstanding any term hereof to the contrary shall not be construed to charge the
Trustee with notice or knowledge of, the contents of such reports. Such filings shall be solely
for the convenience of the Holders, in order to make such reports accessible to the Holders.



ARTICLE EIGHT




Consolidation, Merger, Conveyance, Transfer or Lease




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




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     The Company shall not consolidate with or merge into any other Person or 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 Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or trust 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 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) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if
a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



Section 802. Successor Person Substituted.




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



47









 





ARTICLE NINE




Supplemental Indentures




Section 901. Supplemental Indentures Without Consent of Holders.




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




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




     (2) to add to or modify 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 (and if such Events of Default are to be
for the benefit of less than all series of Securities, stating that such Events of Default
are being included solely for the benefit of such series) or modify any existing Events of
Default in a manner that is not adverse to Holders of Securities or such series, as the case
may be; or




     (4) to add to or 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, registerable
or not registerable as to principal, and with or without interest coupons, or to permit or
facility the issuance of Securities in uncertificated form; 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 establish the form or terms of Securities of any series as permitted by Sections
201 and 301; or




     (7) 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 the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or




     (8) to add to or change any of the provisions of this Indenture with respect to any
Securities that by their terms may be converted into securities or other property other



48









 







than Securities of the same series and of like tenor, in order to permit or facilitate
the issuance, payment or conversion of such Securities; or




     (9) to qualify or maintain qualification of this Indenture under the Trust Indenture
Act; or




     (10) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or in any supplemental indenture,
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; or




     (11) to make any changes to the Indenture in order to conform the Indenture to the
final prospectus supplement provided to investors in connection with the offering of any
series of Securities.



Section 902. Supplemental Indentures With Consent of Holders.




     With the consent of the Holders of a majority in principal amount of the Outstanding
Securities affected by such supplemental indenture voting together as a single class, 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 1006, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each 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



49









 







the “Trustee” and concomitant changes in this Section and Section 1006, or the deletion
of this proviso, in accordance with the requirements of Sections 611(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.




     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, whether or not such Holders remain
Holders after such record date; provided, however, that unless such consent shall have become
effective by virtue of the requisite percentage having been obtained prior to the date which is the
ninetieth day after such record date, any such consent previously given shall, automatically and
without further action by any Holder, be cancelled and of no further effect.



     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.



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, in addition to the documents required by Section 102, 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.




50









 





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




Covenants




Section 1001. Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on 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. 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities 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.



51









 





     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or before 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 one year 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.



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 and all licenses and permits
material to the normal conduct of its business; 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



52









 







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. 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 1001 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 1006. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1002 to 1005, inclusive, if before the time for such compliance the
Holders of a majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, waive compliance in such instance with such term, provision or condition. In the event
that there shall be included in this Indenture any covenant, other than a covenant to pay
principal, premium (if any) and interest, solely for the benefit of one or more, but less than all,
series of Securities, then, unless otherwise expressly provided with respect to such covenant, the
Company may similarly omit in any particular instance to comply with any term, provision or
condition of such covenant if before the time of such compliance the holders of a majority in
principal amount of all Outstanding Securities entitled to the benefit of such covenant, by Act of
such Holders, acting together as a single class, waive compliance in such instance with such term,
provision or condition. No such waiver contemplated by this Section 1006 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.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive any such term, provision or condition. 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 such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, however, that unless the Holders of at
least a majority in principal amount of (i) the Outstanding Securities or (ii) the Outstanding
Securities of such series, as the case may be, shall have waived such term, provision or condition
prior to the date which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no further effect.



ARTICLE ELEVEN




Subordination of Securities




Section 1101. Securities Subordinate to Senior Indebtedness.



     The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth



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in this Article (subject to Article Four), the payment of the principal of and interest on
each and all of the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness.



     This Article Eleven shall constitute a continuing offer to all persons who become holders of,
or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the
holders of Senior Indebtedness and such holders are made obligees hereunder and any one or more of
them may enforce such provisions. Holders of Senior Indebtedness need not prove reliance on the
subordination provisions hereof.



Section 1102. Payment Over of Proceeds Upon Dissolution, Etc.




     Upon any payment or distribution of assets of the Company to creditors upon (a) any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets or liabilities of the Company, then and in any such
event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as
a “Proceeding”);




     (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in
cash of all amounts due on or to become due on or in respect of all Senior Indebtedness,
before the Holders of the Securities are entitled to receive any payment or distribution of
any kind or character whether in cash, property or securities (including any payment or
distribution which may be payable or deliverable to Holders of the Securities made in
respect of any other Indebtedness of the Company subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a “Junior
Subordinated Payment”), on account of the principal of or interest on the Securities or on
account of any purchase, redemption or other acquisition of Securities by the Company, any
Subsidiary of the Company, the Trustee or any Paying Agent (all such payments,
distributions, purchases, redemptions and acquisitions, whether or not in connection with a
Proceeding, herein referred to, individually and collectively, as a “Securities Payment”);
and




     (2) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, by set-off or otherwise, to which the Holders of
the Securities or the Trustee would be entitled but for the provisions of this
Article (including, without limitation, any Junior Subordinated Payment) shall be paid by
the liquidating trustee or agent or other Person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to
the holders of Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full in cash of all Senior Indebtedness



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remaining unpaid, after giving effect to any concurrent payment to the holders of such
Senior Indebtedness.



     In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or
the Holder of any Security shall have received in connection with any Proceeding any Securities
Payment before all Senior Indebtedness is paid in full or payment thereof provided for in cash,
then and in such event such Securities Payment shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in
full in cash after giving effect to any concurrent payment to or for the holders of Senior
Indebtedness.



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



Section 1103. No Payment When Senior Indebtedness in Default.




     In the event that any Senior Payment Default (as defined below) shall have occurred, then no
Securities Payment shall be made, nor shall any property of the Company or any Subsidiary of the
Company be applied to the purchase, acquisition, retirement or redemption of the Securities, unless
and until such Senior Payment Default shall have been cured or waived in writing or shall have
ceased to exist or all amounts then due and payable in respect of such Senior Indebtedness
(including amounts that have become and remain due by acceleration) shall have been paid in full in
cash. “Senior Payment Default” means any default in the payment of principal of (or premium, if
any) or interest on any Senior Indebtedness when due, whether at the Stated Maturity of any such
payment or by declaration of acceleration, call for redemption, mandatory payment or prepayment or
otherwise.



     In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be
continuing, then, upon the receipt by the Company and the Trustee of written notice of such Senior
Nonmonetary Default from the holder of such Senior Indebtedness (or the agent, trustee or
representative thereof), no Securities Payment shall be made, nor shall any property of



55









 







the Company or any Subsidiary of the Company be applied to the purchase, acquisition,
retirement or redemption of the Securities, during the period (the “Payment Blockage Period”)
commencing on the date of such receipt of such written notice and ending (subject to any blockage
of payments that may then or thereafter be in effect as the result of any Senior Payment Default)
on the earlier of (i) the date on which the Senior Indebtedness to which such Senior Nonmonetary
Default relates is discharged or such Senior Nonmonetary Default shall have been cured or waived in
writing or shall have ceased to exist and any acceleration of Senior Indebtedness to which such
Senior Nonmonetary Default relates shall have been rescinded or annulled or (ii) the 179th day
after the date of such receipt of such written notice. No more than one Payment Blockage Period may
be commenced with respect to the Securities during any period of 360 consecutive days and there
shall be a period of at least 181 consecutive days in each period of 360 consecutive days when no
Payment Blockage Period is in effect. Following the commencement of any Payment Blockage Period,
the holders of any Senior Indebtedness will be precluded from commencing a subsequent Payment
Blockage Period until the conditions set forth in the preceding sentence are satisfied. For all
purposes of this paragraph, no Senior Nonmonetary Default that existed or was continuing on the
date of commencement of any Payment Blockage Period with respect to the Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a
subsequent Payment Blockage Period by holders of Senior Indebtedness or their representatives
unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90
consecutive days. “Senior Nonmonetary Default” means the occurrence or existence and continuance of
any default (other than a Senior Payment Default) or any event which, after notice or lapse of time
(or both), would become an Event of Default (other than a Senior Payment Default), under the terms
of any instrument or agreement pursuant to which any Senior Indebtedness is outstanding, permitting
(after notice or lapse of time or both) one or more holders of such Senior Indebtedness (or a
trustee or agent on behalf of the holders thereof) to declare such Senior Indebtedness due and
payable prior to the date on which it would otherwise become due and payable.



     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and
if such fact shall, at or prior to the time of such payment, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.



     The provisions of this Section shall not apply to any Securities Payment with respect to which
Section 1102 hereof would be applicable.



Section 1104. Payment Permitted If No Default.




     Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities
shall prevent the Company, at any time except during the pendency of any Proceeding referred to in
Section 1102 hereof or under the conditions described in Section 1103 hereof, from making
Securities Payments.



Section 1105. Subrogation to Rights of Holders of Senior Indebtedness.




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



Section 1106. Provisions Solely to Define Relative Rights.




     The provisions of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute
and unconditional (and which, subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of the Company), to
pay to the Holders of the Securities the principal of and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b) affect the relative
rights against the Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive
cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.



Section 1107. Trustee to Effectuate Subordination.




     Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of
the Company whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely
filing of a claim for the unpaid balance of the Indebtedness of the Company owing to such Holder in
the form required in such proceedings and the causing of such claim to be approved. If the Trustee
does not file a proper claim at least 30 days before the expiration of the time to file such claim,
then the holders of the Senior Indebtedness and their agents, trustees or other representatives are
authorized to do so (but shall in no event be liable for any failure to do so) for and on behalf of
the Holders of the Securities.



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Section 1108. No Waiver of Subordination Provisions.




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



     Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do
any one or more of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any
manner Senior Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then reborrow any
or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Indebtedness; (iv) release any Person
liable in any manner for the collection of Senior Indebtedness; (v) exercise or refrain from
exercising any rights against the Company and any other Person; and (vi) apply any sums received by
them to Senior Indebtedness.



Section 1109. Notice to Trustee.




     The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof from the Company, any
holder of Senior Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of Section 601 hereof,
shall be entitled in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section at least three Business
Days prior to the date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of or interest on any Security), then,
anything herein contained to the contrary notwithstanding, but without limiting the rights and
remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the
Trustee shall have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any notice to the contrary
which may be received by it within two Business Days prior to such date. Any notice required or
permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or
representative thereof shall be in writing and shall be sufficient for every purpose hereunder if
in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be
confirmed via telephone, or (ii) mailed, first class postage



58









 







prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office
or to any other address furnished in writing to such holder of Senior Indebtedness for such purpose
by the Trustee.



     Subject to the provisions of Section 601 hereof, the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee, fiduciary or agent therefor to establish that such notice has been
given by a holder of Senior Indebtedness or a trustee, fiduciary or agent therefor). In the event
that the Trustee determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.



     Notwithstanding anything else contained herein, no notice, request or other communication to
or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate
Trust Office.



Section 1110. Reliance on Judicial Order or Certificate of Liquidating Agent.




     Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 601 hereof, and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent jurisdiction in
which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or distribution, the
holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, provided that the foregoing shall apply only if such court has been
apprised of the provisions of this Article.



Section 1111. Trustee Not Fiduciary for Holders of Senior Indebtedness.




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


Section 1112. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.




     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness which may at any time be held by it, to the same



59









 







extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder.



     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607 hereof.


Section 1113. Article Applicable to Paying Agents.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that Section 1111
hereof shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts
as Paying Agent.



ARTICLE TWELVE




Redemption of Securities




Section 1201. 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 1202. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
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.



Section 1203. 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 such 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.



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     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 1204. 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 the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company.



Section 1205. Deposit of Redemption Price.




     On or prior to 10:00 a.m., New York City time, on 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 1206. Securities Payable on Redemption Date.




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     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 Regular 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 1207. Securities Redeemed in Part.




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



ARTICLE THIRTEEN




Sinking Funds




Section 1301. 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 1302.
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 1302. 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



62









 







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 1303. Redemption of Securities for Sinking Fund.




     Not less than 90 days prior to each sinking fund payment date for any series of Securities,
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 1302
and will also deliver to the Trustee any Securities to be so delivered. Not less than 60 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 1203 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 1204. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1206 and 1207.



ARTICLE FOURTEEN




Defeasance and Covenant Defeasance



Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.




     If pursuant to Section 301 provision is made for either or both of (a) defeasance of the
Securities of a series under Section 1402 or (b) covenant defeasance of the Securities of a series
under Section 1403, then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article Fourteen, shall be applicable to the Securities of such
series, and the Company may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1402 (if applicable) or Section 1403 (if
applicable) be applied to the Outstanding Securities of such series upon compliance with the
conditions set forth below in this Article Fourteen.



Section 1402. Defeasance and Discharge.




     Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be deemed to have been discharged from its obligations with respect to the Outstanding Securities
of such series, and the provisions of Article Eleven shall cease to be effective, on and after the
date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to



63









 







have paid and discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund described in
Section 1404 as more fully set forth in such Section, payments of the principal of (and premium, if
any) and interest on such Securities when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and such obligations as
shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and other provisions
in respect of the Trustee hereunder and (D) this Article Fourteen. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the
prior exercise of its option under Section 1403 with respect to the Securities of such series.
Following a defeasance, payment of the Securities of such series may not be accelerated because of
an Event of Default.



Section 1403. Covenant Defeasance.




     Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be released from its obligations under (i) the occurrence of an event specified in
Section 501(4) shall not be deemed an Event of Default,(ii) the provisions of Article Eleven shall
cease to be effective and (iii) any other section, clause or provision applicable to such
Securities that are determined pursuant to Section 301 to be subject to this provision with respect
to the Outstanding Securities of such series on and after the date the conditions precedent set
forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of such series, the Company may
omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such Section, Clause or Article whether directly or indirectly by reason of any
reference elsewhere herein to any such Section, Clause or Article or by reason of any reference in
any such Section, Clause or Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant
defeasance, payment of the Securities of such series may not be accelerated because of or by
reference to the Sections specified above in this Section 1403.



Section 1404. Conditions to Defeasance or Covenant Defeasance.




     The following shall be the conditions precedent to application of either Section 1402 or
Section 1403 to the Outstanding Securities of such series:




     (1) the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to
comply with the provisions of this Article Fourteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an
amount, or (B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in



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an amount, or (C) a combination thereof, sufficient, without reinvestment, 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 other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest on the Outstanding Securities of such series
to Maturity or redemption, as the case may be, and (ii) any mandatory sinking fund payments
or analogous payments applicable to the Outstanding Securities of such series on the due
dates thereof. Before such a deposit the Company may make arrangements satisfactory to the
Trustee for the redemption of Securities at a future date or dates in accordance with
Article Eleven, which shall be given effect in applying the foregoing. For this purpose,
“U.S. Government Obligations” means securities that are (x) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (y)
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) as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such depository receipt,
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.




     (2) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to the Securities of such series shall have occurred
and be continuing (A) on the date of such deposit or (B) insofar as subsections 501(5) and
(6) are concerned, at any time during the period ending on the 121st day after the date of
such deposit or, if longer, ending on the day following the expiration of the longest
preference period applicable to the Company in respect of such deposit (it being understood
that the condition in this clause (B) is a condition subsequent and shall not be deemed
satisfied until the expiration of such period).




     (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the
Securities of such series to have a conflicting interest as defined in Section 608 or for
purposes of the Trust Indenture Act with respect to any securities of the Company or
(B) result in the trust arising from such deposit to constitute, unless it is qualified as,
a regulated investment company under the Investment Company Act of 1940, as amended.




     (4) Such defeasance or covenant defeasance shall 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.




     (5) In the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received



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from, or there has been published by, the Internal Revenue Service a ruling, or (y)
since the date of this Indenture there has been a change in the applicable Federal income
tax law, in either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the same time
as would have been the case if such defeasance had not occurred.




     (6) In the case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.




     (7) Such defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.




     (8) No event or condition shall exist that, pursuant to the provisions of
Article Eleven, would prevent the Company from making payments of the principal of (and any
premium) or interest on the Securities of such series on the date of such deposit or at any
time on or prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 90th day).




     (9) The Company shall have delivered to the Trustee an Opinion of Counsel substantially
to the effect that (i) the trust funds deposited pursuant to this Section will not be
subject to any rights of holders of Senior Indebtedness, including those arising under
Article Eleven, and (ii) after the 90th day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, except that if a court were to rule under any
such law in any case or proceeding that the trust funds remained property of the Company, no
opinion is given as to the effect of such laws on the trust funds except the following:
(A) assuming such trust funds remained in the possession of the trustee with whom such funds
were deposited prior to such court ruling to the extent not paid to Holders of such
Securities, such trustee would hold, for the benefit of such Holders, a valid and perfected
security interest in such trust funds that is not avoidable in bankruptcy or otherwise,
(B) such Holders would be entitled to receive adequate protection of their interests in such
trust funds if such trust funds were used and (C) no property, rights in property or other
interests granted to such trustee for the Trustee or such Holders in exchange for or with
respect to any such funds would be subject to any prior rights of holders of Senior
Indebtedness, including those arising under Article Eleven.




     (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with.



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Section 1405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




     Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee — collectively, for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404
in respect of the Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (but not including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest, but such money need
not be segregated from other funds except to the extent required by law. Money and U.S. Government
Obligations (including the proceeds thereof) so held in trust shall not be subject to the
provisions of Article Eleven, provided that the applicable conditions of Section 1404 have been
satisfied.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof.



     Anything herein 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 1404 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 be required to be deposited to effect an equivalent
defeasance or covenant defeasance.



Section 1406. Reinstatement.




     If the Trustee or the Paying Agent is unable to apply any money in accordance with
Section 1402 or 1403 by reason of any order or judgment or any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations
under the Securities of such series shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Fourteen until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 1402 or 1403; provided, however, that
if the Company makes any payment of principal of (and premium, if any) any such Security following
the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the Trustee or the Paying Agent.



     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, all as
of the day and year first above written.



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	 	 	THE TRAVELERS COMPANIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 

Name:
	 	 
	 

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

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






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	STATE OF

	 	 	)	 	 	 
	MINNESOTA
	 	 	 	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF

	 	 	)	 	 	 






RAMSEY




     On the   th day of      , 200[  ], before me personally came
[     ], to me known, who, being by me duly sworn, did depose and say that he is a
[                    ] of The Travelers Companies, Inc., 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.



[NOTARIAL SEAL]

Notary Public




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	STATE OF NEW

	 	 	)	 	 	 
	YORK 

	 	 	)	 	 	ss.:
	 
	COUNTY OF NEW

	 	 	)	 	 	 






YORK




     On the   th day of      , 200[  ], before me personally came
[     ], to me known, who, being by me duly sworn, did depose and say that she is a
[          ] of The Bank of New York Mellon Trust Company, N.A., one of the corporations
described in and which executed the foregoing instrument; that she 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 she signed her name
thereto by like authority.



[NOTARIAL SEAL]

Notary Public





70