Exhibit 4.2


 




 





THE ST. PAUL
TRAVELERS COMPANIES, INC.


 


TO


 


JPMORGAN CHASE
BANK, N.A.


Trustee


 










 


INDENTURE


 


Dated as of [ ]


 


SUBORDINATED DEBT
SECURITIES


 












 





 





















 


The St. Paul
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

  	
   

  
	
  (b)

  	
   

  	
   

  	
  608

  	
   

  
	
   

  	
   

  	
   

  	
  610

  	
   

  
	
  ss.311(a)

  	
   

  	
   

  	
  613(a)

  	
   

  
	
  (b)

  	
   

  	
   

  	
  613(b)

  	
   

  
	
  (b)

  	
  (2)

  	
   

  	
  703(a)(2)

  	
   

  
	
   

  	
   

  	
   

  	
  703(b)

  	
   

  
	
  ss.312(a)

  	
   

  	
   

  	
  701

  	
   

  
	
   

  	
   

  	
   

  	
  702(a)

  	
   

  
	
  (b)

  	
   

  	
   

  	
  702(b)

  	
   

  
	
  (c)

  	
   

  	
   

  	
  702(a)

  	
   

  
	
  ss.313(a)

  	
   

  	
   

  	
  703(a)

  	
   

  
	
  (b)

  	
   

  	
   

  	
  703(b)

  	
   

  
	
  (c)

  	
   

  	
   

  	
  703(a), 703(b)

  	
   

  
	
  (d)

  	
   

  	
   

  	
  703(c)

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  	
   

  	
  703(a)(6)

  	
   

  
	
  (c)

  	
   

  	
   

  	
  601(b)

  	
   

  
	
  (d)

  	
   

  	
   

  	
  601(c)

  	
   

  
	
  (d)

  	
  (1)

  	
   

  	
  601(a)(1)

  	
   

  
	
  (d)

  	
  (2)

  	
   

  	
  601(c)(2)

  	
   

  
	
  (d)

  	
  (3)

  	
   

  	
  601(c)(3)

  	
   

  
	
  (e)

  	
   

  	
   

  	
  514

  	
   

  
	
  ss.316(a)

  	
   

  	
   

  	
  101

  	
   

  
	
  (a)

  	
  (1)(A)

  	
   

  	
  502

  	
   

  
	
   

  	
   

  	
   

  	
  512

  	
   

  
	
  (a)

  	
  (1)(B)

  	
   

  	
  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.





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  PARTIES

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions and
  Other Provisions of General Application

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  
	
   

  	
  Act

  	
   

  
	
   

  	
  Affiliate

  	
   

  
	
   

  	
  Authenticating Agent

  	
   

  
	
   

  	
  Board of Directors

  	
   

  
	
   

  	
  Board Resolution

  	
   

  
	
   

  	
  Business Day

  	
   

  
	
   

  	
  Capital Lease Obligation

  	
   

  
	
   

  	
  Commission

  	
   

  
	
   

  	
  Company

  	
   

  
	
   

  	
  Company Request

  	
   

  
	
   

  	
  Company Order

  	
   

  
	
   

  	
  Corporate Trust Office

  	
   

  
	
   

  	
  corporation

  	
   

  
	
   

  	
  Defaulted Interest

  	
   

  
	
   

  	
  Depository

  	
   

  
	
   

  	
  Event of Default

  	
   

  
	
   

  	
  Exchange Act

  	
   

  
	
   

  	
  Global Security

  	
   

  
	
   

  	
  Guarantee

  	
   

  
	
   

  	
  Holder

  	
   

  
	
   

  	
  Incur

  	
   

  
	
   

  	
  Indebtedness

  	
   

  
	
   

  	
  Indenture

  	
   

  
	
   

  	
  interest

  	
   

  
	
   

  	
  Interest Payment Date

  	
   

  
	
   

  	
  Junior Subordinated Payment

  	
   

  
	
   

  	
  Maturity

  	
   

  
	
   

  	
  Officers’ Certificate

  	
   

  
	
   

  	
  Opinion of Counsel

  	
   

  
	
   

  	
  Original Issue Discount Security

  	
   

  
	
   

  	
  Outstanding

  	
   

  
	
   

  	
  Paying Agent

  	
   

  
	
   

  	
  Payment Blockage Period

  	
   

  
	
   

  	
  Person

  	
   

  
	
   

  	
  Place of Payment

  	
   

  
	
   

  	
  Predecessor Security

  	
   

  
	
   

  	
  Preferred Securities

  	
   

  
	
   

  	
  Proceeding

  	
   

  
	
   

  	
  Redemption Date

  	
   

  
	
   

  	
  Redemption Price

  	
   

  
	
   

  	
  Regular Record Date

  	
   

  
	
   

  	
  Responsible Officer

  	
   

  
	
   

  	
  Securities

  	
   

  
	
   

  	
  Securities Payment

  	
   

  
	
   

  	
  Security Register

  	
   

  
	
   

  	
  Security Registrar

  	
   

  



 





















 


	
   

  	
  Senior Indebtedness

  	
   

  
	
   

  	
  Senior Nonmonetary Default

  	
   

  
	
   

  	
  Senior Payment Default

  	
   

  
	
   

  	
  Special Record Date

  	
   

  
	
   

  	
  St Paul Capital Trust

  	
   

  
	
   

  	
  Stated Maturity

  	
   

  
	
   

  	
  Subsidiary

  	
   

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
  Trust Indenture Act

  	
   

  
	
   

  	
  U.S. Government Obligations

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
  Section 102.

  	
  Compliance
  Certificates and Opinions

  	
   

  
	
  Section 103.

  	
  Form of Documents Delivered to Trustee

  	
   

  
	
  Section 104.

  	
  Acts of Holders

  	
   

  
	
  Section 105.

  	
  Notices, Etc., to Trustee and Company

  	
   

  
	
  Section 106.

  	
  Notice to Holders; Waiver

  	
   

  
	
  Section 107.

  	
  Conflict with Trust Indenture Act

  	
   

  
	
  Section 108.

  	
  Effect of Headings and Table of Contents

  	
   

  
	
  Section 109.

  	
  Successors and Assigns

  	
   

  
	
  Section 110.

  	
  Separability Clause

  	
   

  
	
  Section 111.

  	
  Benefits of Indenture

  	
   

  
	
  Section 112.

  	
  Governing Law

  	
   

  
	
  Section 113.

  	
  Legal Holidays

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  
	
  Security Forms

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
   

  
	
  Section 202.

  	
  Form of Face of Security

  	
   

  
	
  Section 203.

  	
  Form of Reverse of Security

  	
   

  
	
  Section 204.

  	
  Form of Legend for Global Securities

  	
   

  
	
  Section 205.

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
  The Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount Unlimited; Issuable in Series

  	
   

  
	
  Section 302.

  	
  Denominations

  	
   

  
	
  Section 303.

  	
  Execution, Authentication, Delivery and Dating

  	
   

  
	
  Section 304.

  	
  Temporary Securities

  	
   

  
	
  Section 305.

  	
  Registration, Registration of Transfer and Exchange

  	
   

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  
	
  Section 307.

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
   

  
	
  Section 309.

  	
  Cancellation

  	
   

  
	
  Section 310.

  	
  Computation of Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  
	
  Satisfaction and
  Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
  Section 402.

  	
  Application of Trust Money

  	
   

  



 





















	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
   

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  
	
  Section 503.

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
   

  
	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without Possession
  of Securities

  	
   

  
	
  Section 506.

  	
  Application of Money Collected

  	
   

  
	
  Section 507.

  	
  Limitation on Suits

  	
   

  
	
  Section 508.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
   

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
   

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
   

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
   

  
	
  Section 512.

  	
  Control by Holders

  	
   

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section 514.

  	
  Undertaking for Costs

  	
   

  
	
  Section 515.

  	
  Waiver of Usury, Stay or Extension Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  
	
  The Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain Duties and Responsibilities

  	
   

  
	
  Section 602.

  	
  Notice of Defaults

  	
   

  
	
  Section 603.

  	
  Certain Rights of Trustee

  	
   

  
	
  Section 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  
	
  Section 605.

  	
  May Hold Securities

  	
   

  
	
  Section 606.

  	
  Money Held in Trust

  	
   

  
	
  Section 607.

  	
  Compensation and Reimbursement

  	
   

  
	
  Section 608.

  	
  Disqualification; Conflicting Interests

  	
   

  
	
  Section 609.

  	
  Corporate Trustee Required; Eligibility

  	
   

  
	
  Section 610.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  
	
  Section 611.

  	
  Acceptance of Appointment by Successor

  	
   

  
	
  Section 612.

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  
	
  Section 613.

  	
  Preferential Collection of Claims Against Company

  	
   

  
	
  Section 614.

  	
  Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  Holders’ Lists
  and Reports by Trustee and Company

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
   

  
	
  Section 702.

  	
  Preservation of Information; Communications to
  Holders

  	
   

  
	
  Section 703.

  	
  Reports by Trustee

  	
   

  
	
  Section 704.

  	
  Reports by Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  
	
  Consolidation,
  Merger, Conveyance, Transfer or Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate, Etc., Only on Certain
  Terms

  	
   

  
	
  Section 802.

  	
  Successor Person Substituted

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  



 





















 


	
  Section 902.

  	
  Supplemental Indentures with Consent of Holders

  	
   

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
   

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
   

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
   

  
	
  Section 906.

  	
  Reference in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium and Interest

  	
   

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
   

  
	
  Section 1003.

  	
  Money for Securities Payments to Be Held in Trust

  	
   

  
	
  Section 1004.

  	
  Corporate Existence

  	
   

  
	
  Section 1005.

  	
  Statement by Officers as to Default

  	
   

  
	
  Section 1006.

  	
  Waiver of Certain Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  
	
  Subordination of
  Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Securities Subordinate to Senior Indebtedness

  	
   

  
	
  Section 1102.

  	
  Payment Over of Proceeds Upon Dissolution, Etc

  	
   

  
	
  Section 1103.

  	
  No Payment When Senior Indebtedness in Default

  	
   

  
	
  Section 1104.

  	
  Payment Permitted If No Default

  	
   

  
	
  Section 1105.

  	
  Subrogation to Rights of Holders of Senior
  Indebtedness

  	
   

  
	
  Section 1106.

  	
  Provisions Solely to Define Relative Rights

  	
   

  
	
  Section 1107.

  	
  Trustee to Effectuate Subordination

  	
   

  
	
  Section 1108.

  	
  No Waiver of
  Subordination Provisions

  	
   

  
	
  Section 1109.

  	
  Notice to Trustee

  	
   

  
	
  Section 1110.

  	
  Reliance on Judicial Order or Certificate of
  Liquidating Agent

  	
   

  
	
  Section 1111.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
   

  
	
  Section 1112.

  	
  Rights of Trustee as Holder of Senior Indebtedness;
  Preservation of Trustee’s Rights

  	
   

  
	
  Section 1113.

  	
  Article Applicable to Paying Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption of
  Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability of Article

  	
   

  
	
  Section 1202.

  	
  Election to Redeem; Notice to Trustee

  	
   

  
	
  Section 1203.

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  
	
  Section 1204.

  	
  Notice of Redemption

  	
   

  
	
  Section 1205.

  	
  Deposit of Redemption Price

  	
   

  
	
  Section 1206.

  	
  Securities Payable on Redemption Date

  	
   

  
	
  Section 1207.

  	
  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  Sinking Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Applicability of Article

  	
   

  
	
  Section 1302.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  
	
  Section 1303.

  	
  Redemption of Securities for Sinking Fund

  	
   

  



 





















 


	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  Defeasance and
  Covenant Defeasance

  	
   

  
	
   

  	
   

  	
   

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

	
  Section 1402.

  	
  Defeasance and Discharge

  	
   

  
	
  Section 1403.

  	
  Covenant Defeasance

  	
   

  
	
  Section 1404.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  
	
  Section 1405.

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

  	
   

  
	
  Section 1406.

  	
  Reinstatement

  	
   

  



 










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


 





















 


INDENTURE, dated as of [
], between The St. Paul 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 JPMorgan Chase Bank, N.A., a New York banking corporation
duly organized and existing under the laws of the State of New York, as Trustee
(herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured 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.


 





















 


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


 


“Corporate Trust Office” means the
principal office of the Trustee in The City of New York, at which at any
particular time its corporate trust business in such City may be administered.
At the date hereof, such office is located at JPMorgan Chase Bank, N.A., 4 New
York Plaza, New York, New York 10004-2413, Attention: Institutional Trust
Services.


 


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


 


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


 


“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 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.


 


“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.


 


“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.


 


“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.


 


“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 St. Paul 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;


 


(iv) 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;


 


(v) all
Capital Lease Obligations of the Company;


 


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


 


(vii) 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);


 


(viii) 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;


 


(ix) 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;


 


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


 


(xi) 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);


 


provided, however, that the following shall not
constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when
such Person is a Subsidiary of the Company, (B) 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, (C) any
Indebtedness to the extent Incurred in violation of this Indenture, or (D) (i) all
other debt


 





















 


securities of the Company issued by the Company to any
trust other than a St. Paul Travelers Capital Trust, or a trustee of such
trust, or to a partnership or other Affiliate of the Company that acts as a
financing vehicle for the Company, in connection with the issuance by such
vehicles of equity securities or other securities that are similar to the
Preferred Securities and which include (ii) the following series of debt
securities: (1) Junior Subordinated Debentures, Series A, issued
pursuant to that certain indenture dated as of December 24, 1996, between
USF&G Corporation and The Bank of New York, as amended (2) Junior
Subordinated Debentures, Series B, issued pursuant to that certain
indenture dated as of January 10, 1997, between USF&G Corporation and
The Bank of New York, as amended (3) Junior Subordinated Debentures, Series C,
issued pursuant to that certain indenture dated as of July 8, 1997,
between USF&G Corporation and The Bank of New York, as amended, (4) Junior
Subordinated Deferrable Interest Debentures, issued pursuant to the certain
indenture dated as of December 23, 1997 between MMI Companies, Inc.
and JPMorgan Chase Bank, N.A., as amended, (5) Junior Subordinated
Debentures issued by the Company to the St. Paul Capital Trust I.  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.


 


“St. Paul 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.


 


“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.


 


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


 


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


 





















 


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.


 


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: Institutional 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 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
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.


 


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 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 St. Paul
Travelers Companies, Inc.


 


                                     


 


 


	
  No               

  	
   

  	
  $       

  



 


The St. Paul 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 Matu         ity, insert —, and to pay interest thereon from           
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on                 
and                
in each year, commencing            ,
at the rate of    % per annum, until the principal hereof
is paid or made available for payment [If applicable insert —, provided that
any principal and premium, and any such installment of interest, which is
overdue 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, and such interest shall be payable on demand]. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the       
or         (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture]. [If
the Security is not to bear interest prior to Maturity, insert — The principal
of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal 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 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 ST. PAUL
  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 JPMorgan Chase Bank, 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 (expressed as percentages of the principal amount):
If redeemed [on or before              ,
  %, and if redeemed] during the 12-month period beginning        
of the years indicated.


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not more than 60 or
less than 30 days’ notice by mail, (1) on             
in any year commencing with the year      and ending
with the year      through operation of the sinking
fund for this series at the Redemption Prices for redemption through operation
of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below, and (2) at any time [on or after            ,
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning             
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price For

  Redemption Through

  Operation of the

  Sinking Fund

  	
   

  	
  Redemption Price For

  Redemption Otherwise Than

  Through Operation of the

  Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to      %
of the principal amount, together in the case of any such


 





















 


redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


 


[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.]


 


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.


 


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.


 


	
   

  	
   

  	
  JPMORGAN CHASE
  BANK, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 





















 


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, 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) 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;


 


(8) 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;


 


(9) 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;


 


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


 


(11) 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;


 


(12) 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);


 


(13) 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;


 


(14) 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;


 


(15) 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:


 


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


 


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


 


(18) 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 St. Paul 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.


 


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 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.


 


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 (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.


 


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 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
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 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


 


(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 Notice of Default pursuant to this Section 501 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.


 


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 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 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,


 


(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.


 


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.


 


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 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).


 


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,


 





















 


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


 


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


 


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


 


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


 


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


 


(4) no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


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


 


Section 602.           Notice
of Defaults.


 


Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any
Security of such series or in the payment of any sinking fund 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 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 and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;


 


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


 


(f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of Indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, 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;
and


 


(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
by the Company or by any Holder of the Securities.


 


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 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.


 


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, 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.


 


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 its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any Series shall have been so appointed by
the Company or the Holders and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(f) The Company
shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of
Securities of such series as


 





















 


their names and addresses
appear in the Security Register. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


Section 611.           Acceptance
of Appointment by Successor.


 


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


 


(b) In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


 


(c) Upon request of
any such successor Trustee, the Company shall execute any and all instruments
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 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:


 


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


 





















 


	
   

  	
   

  	
  JPMORGAN CHASE
  BANK, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


ARTICLE SEVEN


 


Holders’ Lists and
Reports by Trustee and Company


 


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


 


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


 


(a) semi-annually,
not later than 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 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, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act 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.


 


ARTICLE EIGHT


 


Consolidation,
Merger, Conveyance, Transfer or Lease


 





















 


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


 


The Company shall not
consolidate with or merge into any other 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.


 


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


 


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


 


(4) to add to
or 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 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
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided
such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.


 


Section 902.           Supplemental
Indentures with Consent of Holders.


 


With the consent of the
Holders of 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 “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.


 


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.


 


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 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 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 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 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.


 


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.


 





















 


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 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 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 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.


 


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.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the


 





















 


Company shall default in
the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


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


 


Section 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 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 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 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
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.


 


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.


 


	
   

  	
  THE ST. PAUL TRAVELERS COMPANIES, INC.

  
	 
	 

	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	 
	JPMORGAN CHASE BANK, N.A.

	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
  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 St. Paul 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.


 


	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  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 he is a [Vice
President] of JPMorgan Chase Bank, 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.