U


    Exhibit
      4.1

    


    AETNA
      INC.

    


    


    Certificate
      of Designated Officers

    


    December
      4, 2007

    


    Joseph
      M.
      Zubretsky, Executive Vice President and Chief Financial Officer, and Alfred
      P.
      Quirk, Jr., Vice President, Finance and Treasurer, each of Aetna Inc., a
      Pennsylvania corporation (the “Company”), pursuant to Sections
      201 and 301 of the Senior Indenture, dated as of March 2, 2001 (the
“Indenture”), between the Company, as issuer, and U.S. Bank
      National Association, successor in interest to State Street Bank and Trust
      Company, as trustee (the “Trustee”), and pursuant to
      resolutions adopted by the Board of Directors of the Company on September 28,
      2007 and the Delegation of Authority of Ronald A. Williams, Chairman and Chief
      Executive Officer of the Company, dated November 26, 2007 (the
“CompanyResolutions”), hereby certify that
      there are hereby approved and established pursuant to the Indenture a series
      of
      securities (the “Securities”) of the Company whose terms shall
      be as set forth in Annex A attached hereto.

     

    Each
      of
      the undersigned officers (i) has read the applicable provisions of the
      Indenture, (ii) has reviewed the forms and terms of the Securities, (iii) in
      the
      opinion of each of the undersigned, has made such examination or investigation
      as is necessary to enable the undersigned to express an informed opinion as
      to
      whether or not the applicable covenants and conditions of the Indenture have
      been complied with, (iv) hereby certifies that the applicable covenants and
      conditions of the Indenture have been complied with and (v) hereby certifies
      that the forms and terms of the Securities comply with the
      Indenture.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed thereto in the
      Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS
      WHEREOF, we have hereunto signed our names as of the date first written
      above.

    
       

      
        	 	 	 
	
                /s/
Joseph
                  M.
                  Zubretsky

              	 
	Name:	Joseph M. Zubretsky	 
	Title:	
                Executive
                  Vice President and Chief Financial Officer

              	 


      

       

      
        
          
            	 	 	 
	
                    /s/
Alfred
                      P. Quirk,
                      Jr.

                  	 
	Name:	Alfred P. Quirk, Jr.	 
	Title:	
                    Vice
                      President, Finance and Treasurer

                  	 


          

           

        

      

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     ANNEX
      A

    


    6.75%
      Senior Notes due December 15, 2037

    


    


    1.    
      The Securities shall be known and designated as the “6.75% Senior Notes due
      December 15, 2037” of the Company (the
“Securities”).

     

    2.    
      The aggregate principal amount of the Securities which may be authenticated
      and
      delivered under the Indenture is initially limited to $700,000,000 (except
      for
      such Securities authenticated and delivered upon registration of transfer of,
      or
      in exchange for, or in lieu of, other Securities pursuant to Sections 304,
      305,
      306, 906 or 1107 of the Indenture and except for any Securities which, pursuant
      to Section 303 of the Indenture, are deemed never to have been authenticated
      and
      delivered thereunder).  Additional Securities may be authenticated and
      delivered from time to time as contemplated in Section 301 of the
      Indenture.

    


    3.    
      The Stated Maturity of the principal of the Securities shall be December 15,
      2037.

    


    4.    
      The Securities shall bear interest at the rate of 6.75% per annum, which will
      accrue from December 4, 2007, or from the most recent Interest Payment Date
      to
      which interest has been paid or duly provided for, as the case may be, payable
      semi-annually on June 15 and December 15 in each year, commencing June 15,
      2008,
      to the Person in whose name such Securities (or one or more predecessor
      Securities) are registered at the close of business on the Regular Record Date
      next preceding the Interest Payment Date.  Each June 15 and December
      15 shall be an “Interest Payment Date” for such Securities, and
      the May 31 or November 30 (whether or not a Business Day), as the case may
      be,
      next preceding an Interest Payment Date shall be the “Regular Record
      Date” for the interest payable on such Interest Payment
      Date.

    


    5.     
      The Securities are unsecured.

    


    6.    
      Payment of the principal of and interest on the Securities will be made at
      the
      office or agency of the Company maintained for that purpose in the Borough
      of
      Manhattan, City of New York; provided, however, that at any time that the
      Securities are not represented by Global Securities, 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.

    


    7.     
      The Securities will be redeemable upon not less than 30 calendar days’ nor more
      than 60 calendar days’ notice by mail, at any time, in whole or in part, at the
      election of the Company, at a Redemption Price equal to the greater
      of:

    


    
      	
               

            	
              •

            	
              100%
                of the principal amount of the Securities to be redeemed,
                or

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              •

            	
              the
                sum of the present values of the remaining scheduled payments of
                principal
                and interest on the Securities to be redeemed from the Redemption
                Date to
                the date of Maturity for the Securities discounted to the Redemption
                Date
                on a semiannual basis (assuming a 360-day year consisting of twelve
                30-day
                months) at the Treasury Rate (as defined below) plus 40 basis
                points,

            


    

    


    plus,
      in
      each case, any interest accrued but not paid to the Redemption
      Date.

    


    “Treasury
      Rate” means,
      with respect to any Redemption Date for any portion of the
      Securities,

    


    
      	
               

            	
              •

            	
              the
                yield, under the heading which represents the average for the immediately
                preceding week, appearing in the most recently published statistical
                release designated “H.15(519)” or any successor publication which is
                published weekly by the Board of Governors of the Federal Reserve
                System
                and which establishes yields on actively traded United States Treasury
                securities adjusted to constant maturity under the caption “Treasury
                Constant Maturities,” for the maturity corresponding to the Comparable
                Treasury Issue (if no maturity is within three months before or after
                the
                date of Maturity for the Securities, yields for the two published
                maturities most closely corresponding to the Comparable Treasury
                Issue
                will be determined and the Treasury Rate shall be interpolated or
                extrapolated from those yields on a straight line basis, rounding
                to the
                nearest month) or

            


    

    


    
      	
               

            	
              •

            	
              if
                the release referred to in the previous bullet (or any successor
                release)
                is not published during the week preceding the calculation date or
                does
                not contain the yields referred to above, the rate per annum equal
                to the
                semi-annual equivalent yield to maturity of the Comparable Treasury
                Issue,
                calculated using a price for the Comparable Treasury Issue (expressed
                as a
                percentage of its principal amount) equal to the Comparable Treasury
                Price
                for that Redemption Date.

            


    

    


    The
      Treasury Rate will be calculated on the third Business Day preceding the
      Redemption Date.

    


    “Comparable
      Treasury
      Issue” means the United States Treasury security selected by an
“Independent Investment Banker” as having a maturity comparable to the remaining
      term of the Securities that would be utilized, at the time of selection and
      in
      accordance with customary financial practice, in pricing new issues of corporate
      debt securities of comparable maturity to the remaining term of the
      Securities.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Comparable
      Treasury
      Price” means, with respect to any Redemption Date for any Securities,
      the average of all Reference Treasury Dealer Quotations (as defined below)
      obtained.

    


    “Independent
      Investment
      Banker” means one of the Reference Treasury Dealers appointed by the
      Trustee after consultation with the Company.

    


    “Reference
      Treasury
      Dealer” means each of Goldman, Sachs & Co. and Morgan Stanley &
Co. Incorporated.  If any Reference Treasury Dealer ceases to be a
      primary U.S. government securities dealer in New York City (a
“PrimaryTreasury Dealer”), the Company shall
      substitute another Primary Treasury Dealer for that dealer.

    


    “Reference
      Treasury Dealer
      Quotations” means, with respect to each Reference Treasury Dealer and
      any Redemption Date, the average, as determined by the Trustee, of the bid
      and
      asked prices for the Comparable Treasury Issue (expressed in each case as a
      percentage of its principal amount) quoted in writing to the Trustee by that
      Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
      the
      Redemption Date.

    


    Notice
      of any redemption will be mailed
      at least 30 calendar days but no more than 60 calendar days before the
      Redemption Date to each holder of the Securities.

    


    Unless
      the Company defaults in payment
      of the Redemption Price, interest will cease to accrue on the Securities called
      for redemption on and after the Redemption Date.

    


    8.    
      If a Change of Control Triggering Event occurs, unless the Company has exercised
      its right to redeem the Securities in full, the Company will make an offer
      to
      each Holder (the “Change of Control Offer”) to repurchase any
      and all (equal to $2,000 or an integral multiple of $1,000) of such Holder’s
      Securities at a repurchase price in cash equal to 101% of the aggregate
      principal amount of the Securities repurchased plus accrued and unpaid interest,
      if any, thereon, to the date of repurchase (the “Change of Control
      Payment”).Within 30 days following any Change of Control Triggering
      Event, the Company will mail a notice to Holders of Securities describing the
      transaction or transactions that constitute the Change of Control Triggering
      Event and offering to repurchase the Securities on the date specified in the
      notice, which date will be no less than 30 days and no more than 60 days from
      the date such notice is mailed (the “Change of Control Payment
      Date”), pursuant to the procedures required by the Securities and
      described in such notice.

    


    The
      Company will comply with the
      requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), and any other securities laws and
      regulations thereunder to the extent those laws and regulations are applicable
      in connection with the repurchase of the Securities as a result of a Change
      of
      Control Triggering Event. To the extent that the provisions of any securities
      laws or regulations conflict with the Change of Control repurchase provisions
      of
      the Securities, the Company will comply with the applicable securities laws
      and
      regulations and will not 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    be
      deemed
      to have breached its obligations under the Change of Control repurchase
      provisions of the Securities by virtue of such conflicts.

    


    The
      Company will not be required to
      offer to repurchase the Securities upon the occurrence of a Change of Control
      Triggering Event if a third party makes such an offer in the manner, at the
      times and otherwise in compliance with the requirements for an offer made by
      the
      Company and the third party repurchases on the applicable date all Securities
      properly tendered and not withdrawn under its offer; provided that for
      all purposes of the Securities and the Indenture, a failure by such third party
      to comply with the requirements of such offer and to complete such offer shall
      be treated as a failure by the Company to comply with its obligations to offer
      to purchase the Securities unless the Company promptly makes an offer to
      repurchase the Securities at 101% of the principal amount thereof plus accrued
      and unpaid interest, if any, thereon, to the date of repurchase, which shall
      be
      no later than 30 days after the third party’s scheduled Change of Control
      Payment Date.

    


    On
      the Change of Control Payment Date,
      the Company will, to the extent lawful:

    


    
      	
              · 
                  

            	
              accept
                or cause a third party to accept for payment all Securities or portions
                of
                Securities properly tendered pursuant to the Change of Control
                Offer;

            


    

    


    
      	
              · 
                  

            	
              deposit
                or cause a third party to deposit with the paying agent an amount
                equal to
                the Change of Control Payment in respect of all Securities or portions
                of
                Securities properly tendered; and

            


    

    


    
      	
              · 
                  

            	
              deliver
                or cause to be delivered to the Trustee the Securities properly accepted,
                together with an officer’s certificate stating the principal amount of
                Securities or portions of Securities being
                purchased.

            


    

    


    “Below
      Investment Grade Rating
      Event” means the Securities are rated below an Investment Grade Rating
      by each of the Rating Agencies on any date from the earlier of (1) the
      occurrence of a Change of Control and (2) public notice of the Company’s
      intention to effect a Change of Control, in each case until the end of the
      60-day period following public notice of the occurrence of the Change of
      Control; provided, however, that if (i) during such 60-day period one
      or more Rating Agencies has publicly announced that it is considering the
      possible downgrade of the Securities, and (ii) a downgrade by each of the Rating
      Agencies that has made such an announcement would result in a Below Investment
      Grade Rating Event, then such 60-day period shall be extended for such time
      as
      the rating of the Securities by any such Rating Agency remains under publicly
      announced consideration for possible downgrade to a rating below an Investment
      Grade Rating and a downgrade by such Rating Agency to a rating below an
      Investment Grade Rating could cause a Below Investment Grade Rating Event.
      Notwithstanding the foregoing, a rating event otherwise arising by virtue of
      a
      particular reduction in rating will not be deemed to have occurred in respect
      of
      a particular Change 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    of
      Control
      (and thus will not be deemed a rating event for purposes of the definition
      of
      Change of Control Triggering Event) if the rating agencies making the reduction
      in rating to which this definition would otherwise apply do not announce or
      publicly confirm or inform the Trustee in writing at the Company’s or the
      Trustee’s request that the reduction was the result, in whole or in part, of any
      event or circumstance comprised of or arising as a result of, or in respect
      of,
      the applicable Change of Control (whether or not the applicable Change of
      Control has occurred at the time of the rating event).

    


    “Change
      of Control”
means the occurrence of any of the following: (1) direct or indirect
      sale,
      transfer, conveyance or other disposition (other than by way of merger or
      consolidation), in one or a series of related transactions, of all or
      substantially all of the properties or assets of the Company and its
      subsidiaries taken as a whole to any “person” (as that term is used in Section
      13(d)(3) of the Exchange Act) other than to the Company or one of its
      subsidiaries; (2) the consummation of any transaction (including, without
      limitation, any merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other
      than the Company or one of its subsidiaries becomes the beneficial owner,
      directly or indirectly, of more than 50% of the then outstanding number of
      shares of the Company’s voting stock; or (3) the first day on which a majority
      of the members of the Company’s Board of Directors are not Continuing Directors;
provided, however, that a transaction will not be deemed to involve a
      Change of Control if (A) the Company becomes a wholly owned subsidiary of a
      holding company and (B)(x) the holders of the voting stock of such holding
      company immediately following that transaction are substantially the same as
      the
      holders of the Company’s voting stock immediately prior to that transaction or
      (y) immediately following that transaction no Person is the beneficial owner,
      directly or indirectly, of more than 50% of the voting stock of such holding
      company. For purposes of this definition, “voting stock” means
      capital stock of any class or kind the holders of which are ordinarily, in
      the
      absence of contingencies, entitled to vote for the election of directors (or
      persons performing similar functions) of the Company, even if the right to
      vote
      has been suspended by the happening of such a contingency.

    


    “Change
      of Control Triggering
      Event” means the occurrence of both a Change of Control and a Below
      Investment Grade Rating Event.

    


    “Continuing
      Directors”
means, as of any date of determination, any member of the Board of
      Directors of
      the Company who (1) was a member of the Board of Directors of the Company on
      the
      date of the issuance of the Securities; or (2) was nominated for election or
      elected to the Board of Directors of the Company with the approval of a majority
      of the Continuing Directors who were members of such Board of Directors of
      the
      Company at the time of such nomination or election (either by specific vote
      or
      by approval of the Company’s proxy statement in which such member was named as a
      nominee for election as a director).

    


    “Fitch”
means
      Fitch
      Ratings Inc.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    “Investment
      Grade
      Rating” means a rating by Moody’s equal to or higher than Baa3 (or the
      equivalent under a successor rating category of Moody’s), a rating by S&P
      equal to or higher than BBB- (or the equivalent under any successor rating
      category of S&P), a rating by Fitch equal to or higher than BBB- (or the
      equivalent under any successor rating category of Fitch), and the equivalent
      investment grade credit rating from any replacement rating agency or rating
      agencies selected by the Company under the circumstances permitting the Company
      to select a replacement agency and in the manner for selecting a replacement
      agency, in each case as set forth in the definition of “Rating
      Agencies”.

    


    “Moody’s”
means
      Moody’s Investors Service, Inc.

    


    “Rating
      Agencies”
means (1) Moody’s, S&P and Fitch; and (2) if any or all of Moody’s, S&P
      or Fitch ceases to rate the Securities or fails to make a rating of the
      Securities publicly available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization” within the meaning of
      Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, that the Company selects
      (pursuant to a resolution of the Company’s Board of Directors) as a replacement
      agency for any of Moody’s, S&P or Fitch, or all of them, as the case may
      be.

    


    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc.

    


    9.    
      The Company shall not be obligated to redeem or purchase the Securities pursuant
      to any sinking fund or analogous provision, or at the option of any Holder
      thereof, except as provided above.

    


    10.     
      The Securities shall be issuable only in registered form without coupons in
      denominations of $2,000 and any multiple of $1,000 in excess
      thereof.

    


    11.    
      The Securities shall be issued in the form of one or more Global Securities
      registered in the name of The Depository Trust Company (“DTC”)
      or its nominee, to be deposited with, or on behalf of, The Depository Trust
      Company, New York, New York.

    


    12.    
      U.S. Bank National Association shall act as paying agent and registrar with
      respect to the Securities.

    


    13.   
       The Securities shall be in such form or forms as may be approved by the
      officers of the Company as provided in the Company Resolutions, such approval
      to
      be evidenced by any such officer’s manual or facsimile signature on the
      Securities, provided that such form or forms of the Securities are not
      inconsistent with the requirements of the Indenture or the Company Resolutions
      and are substantially in the form or forms attached hereto as Exhibit
      A-1.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A-1

    Form
      of Security


    


    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
      THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
      EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
      DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT
      IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  EVERY
      SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
      EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
      TO
      THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

    


    Unless
      this certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation ("DTC"), to Aetna Inc. or
      its agent for registration of transfer, exchange or payment, and any certificate
      issued is registered in the name of Cede & Co. or in such other name as is
      requested by an authorized representative of DTC (and any payment is made to
      Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

    


    


    AETNA
      INC.

    


    6.75%
      SENIOR NOTE DUE 2037

    


    CUSIP:
      00817Y AG3

    ISIN:
      US00817YAG35


     
      
        	 No.
                2037-1	
                 $500,000,000

              


      

    

    


    


    AETNA
      INC., a Pennsylvania corporation
      (herein called the “Company”), which term includes any
      successor Person under the Indenture hereinafter referred to, for value
      received, hereby promises to pay to Cede & Co., or registered assigns, the
      principal sum of FIVE HUNDRED MILLION Dollars ($500,000,000) upon presentation
      and surrender of this Security on December 15, 2037, and to pay interest thereon
      from December 4, 2007 or from the most recent Interest Payment Date to which
      interest has been paid or duly provided for, semi-annually on June 15 and
      December 15 in each year, commencing 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    June
      15,
      2008, at the rate of 6.75% per annum until the principal hereof is paid or
      made
      available for payment.  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 May 31 or November 30 (whether
      or not a Business Day), as the case may be, next preceding such Interest Payment
      Date.  Any such interest not so punctually paid or duly provided for
      will forthwith cease to be payable to the Holder on such Regular Record Date
      and
      may either be paid to the Person in whose name this 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 calendar 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.

    


    Payment
      of the principal of and
      premium, if any, and interest on this Security will be made at the office or
      agency of the Company maintained for that purpose in the Borough of Manhattan,
      City of New York, 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.

    


    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.  Such provisions include, without limitation, provisions
      relating to redemption of this Security by the Company.

    


    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.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

    


    Dated:
      December 4, 2007 
       

       

      
        	AETNA INC.	 
	 	 	 	 
	By:	 	 
	 	Name:	Alfred P. Quirk, Jr.	 
	 	Title:	
                Vice
                  President, Finance and Treasurer

              	 


      

    

    


    


    


    [SEAL]

    


    


    Attest:

    


    


    __________________

    Melinda
      Westbrook

     

    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

    


    


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

     

     

    
      	U.S. BANK NATIONAL ASSOCIATION,
              as
              Trustee	 
	 	 	 	 
	By:	 	 
	 	 	Authorized Officer	 


    

    


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (Back
      of
      Note)

    


    


    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 a Senior Indenture, dated as of March 2, 2001 (herein called the
“Indenture”), between the Company, as issuer, and U.S. Bank
      National Association (as successor in interest to State Street Bank and Trust
      Company), as Trustee (herein called the “Trustee”, which term
      includes any successor trustee under the Indenture), to which Indenture and
      all
      indentures supplemental thereto reference is hereby made for a statement of
      the
      respective rights, limitations of rights, duties and immunities thereunder
      of
      the Company, the Trustee and the Holders of the Securities and of the terms
      upon
      which the Securities are, and are to be, authenticated and
      delivered.  This Security is one of the series designated on the face
      hereof, initially limited in aggregate principal amount to $700,000,000, subject
      to future issuances of additional Securities pursuant to Section 301 of the
      Indenture.

    


    The
      Securities of this series are
      subject to redemption upon not less than 30 calendar days’ nor more than 60
      calendar days’ notice by mail, at any time, in whole or in part, at the
      election of the Company, at a Redemption Price equal to the greater
      of:

    


    •   
      100%
      of the principal amount of the Securities to be redeemed, or

    


    •  
       the
      sum of
      the present values of the remaining scheduled payments of principal and interest
      on the Securities to be redeemed from the Redemption Date to the date of
      Maturity for such Securities discounted to the Redemption Date on a semiannual
      basis (assuming a 360-day year consisting of twelve 30-day months) at the
      Treasury Rate (as defined below) plus 40 basis points,

    


    plus,
      in each case, any interest
      accrued but not paid to the Redemption Date.

    


    “Treasury
      Rate” means,
      with respect to any Redemption Date for any portion of the
      Securities,

    


    •    
      the
      yield, under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical release
      designated “H.15(519)” or any successor publication which is published weekly by
      the Board of Governors of the Federal Reserve System and which establishes
      yields on actively traded United States Treasury securities adjusted to constant
      maturity under the caption “Treasury Constant Maturities,” for the maturity
      corresponding to the 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Comparable
      Treasury Issue (if no maturity is within three months before or after the date
      of Maturity for the Securities to be redeemed, yields for the two published
      maturities most closely corresponding to the Comparable Treasury Issue will
      be
      determined and the Treasury Rate shall be interpolated or extrapolated from
      those yields on a straight line basis, rounding to the nearest month)
      or

    


    •   
       if
      the
      release referred to in the previous bullet (or any successor release) is not
      published during the week preceding the calculation date or does not contain
      the
      yields referred to above, the rate per annum equal to the semi-annual equivalent
      yield to maturity of the Comparable Treasury Issue, calculated using a price
      for
      the Comparable Treasury Issue (expressed as a percentage of its principal
      amount) equal to the Comparable Treasury Price for that Redemption
      Date.

    


    The
      Treasury Rate will be calculated on the third Business Day preceding the
      Redemption Date.

    


    “Comparable
      Treasury
      Issue” means the United States Treasury security selected by an
“Independent Investment Banker” as having a maturity comparable to the remaining
      term of the Securities to be redeemed that would be utilized, at the time of
      selection and in accordance with customary financial practice, in pricing new
      issues of corporate debt securities of comparable maturity to the remaining
      term
      of the Securities to be redeemed.

    


    “Comparable
      Treasury
      Price” means, with respect to any Redemption Date for any Securities,
      the average of all Reference Treasury Dealer Quotations (as defined below)
      obtained.

    


    “Independent
      Investment
      Banker” means one of the Reference Treasury Dealers appointed by the
      Trustee after consultation with the Company.

    


    “Reference
      Treasury
      Dealer” means each of Goldman, Sachs & Co. and Morgan Stanley &
Co. Incorporated.  If any Reference Treasury Dealer ceases to be a
      primary U.S. government securities dealer in New York City (a
“PrimaryTreasury Dealer”), the Company shall
      substitute another Primary Treasury Dealer for that dealer.

    


    “Reference
      Treasury Dealer
      Quotations” means, with respect to each Reference Treasury Dealer and
      any Redemption Date, the average, as determined by the Trustee, of the bid
      and
      asked prices for the Comparable Treasury Issue (expressed in each case as a
      percentage of its principal amount) quoted in writing to the Trustee by that
      Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
      the
      Redemption Date.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    Notice
      of any redemption will be mailed
      at least 30 calendar days but no more than 60 calendar days before the
      Redemption Date to each Holder of the Securities of this series.

    


    Unless
      the Company defaults in payment
      of the Redemption Price, interest will cease to accrue on the Securities of
      this series called for redemption on and after the Redemption
      Date.

    


    If
      this Security is redeemed in part
      only, a new Security or Securities of this series and of like tenor for the
      unredeemed portion hereof will be issued in the name of the Holder hereof upon
      the cancellation hereof.

    


    If
      a Change of Control Triggering Event
      occurs, unless the Company has exercised its right to redeem the Securities
      in
      full, the Company will make an offer to each Holder (the “Change of
      Control Offer”) to repurchase any and all (equal to $2,000 or an
      integral multiple of $1,000) of such Holder’s Securities at a repurchase price
      in cash equal to 101% of the aggregate principal amount of the Securities
      repurchased plus accrued and unpaid interest, if any, thereon, to the date
      of
      repurchase (the “Change of Control Payment”).Within 30 days
      following any Change of Control Triggering Event, the Company will mail a notice
      to Holders of Securities describing the transaction or transactions that
      constitute the Change of Control Triggering Event and offering to repurchase
      the
      Securities on the date specified in the notice, which date will be no less
      than
      30 days and no more than 60 days from the date such notice is mailed (the
“Change of Control Payment Date”), pursuant to the procedures
      required hereby and described in such notice.

    


    The
      Company will comply with the
      requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), and any other securities laws and
      regulations thereunder to the extent those laws and regulations are applicable
      in connection with the repurchase of the Securities as a result of a Change
      of
      Control Triggering Event. To the extent that the provisions of any securities
      laws or regulations conflict with the Change of Control repurchase provisions
      of
      the Securities, the Company will comply with the applicable securities laws
      and
      regulations and will not be deemed to have breached its obligations under the
      Change of Control repurchase provisions of the Securities by virtue of such
      conflicts.

    


    The
      Company will not be required to
      offer to repurchase the Securities upon the occurrence of a Change of Control
      Triggering Event if a third party makes such an offer in the manner, at the
      times and otherwise in compliance with the requirements for an offer made by
      the
      Company and the third party repurchases on the applicable date all Securities
      properly tendered and not withdrawn under its offer; provided that for
      all purposes of the Securities and the Indenture, a failure by such third party
      to comply with the requirements of such offer and to complete such offer shall
      be treated as a failure by the Company to comply with its obligations to offer
      to purchase the Securities unless the Company promptly makes an offer to
      repurchase the Securities at 101% of the principal 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    amount
      thereof plus accrued and unpaid interest, if any, thereon, to the date of
      repurchase, which shall be no later than 30 days after the third party’s
      scheduled Change of Control Payment Date.

    


    On
      the Change of Control Payment Date,
      the Company will, to the extent lawful:

    


    
      	
              ·

            	
              accept
                or cause a third party to accept for payment all Securities or portions
                of
                Securities properly tendered pursuant to the Change of Control
                Offer;

            


    

    


    
      	
              ·

            	
              deposit
                or cause a third party to deposit with the paying agent an amount
                equal to
                the Change of Control Payment in respect of all Securities or portions
                of
                Securities properly tendered; and

            


    

    


    
      	
              ·

            	
              deliver
                or cause to be delivered to the Trustee the Securities properly accepted,
                together with an officer’s certificate stating the principal amount of
                Securities or portions of Securities being
                purchased.

            


    

    


    “Below
      Investment Grade Rating
      Event” means the Securities are rated below an Investment Grade Rating
      by each of the Rating Agencies on any date from the earlier of (1) the
      occurrence of a Change of Control and (2) public notice of the Company’s
      intention to effect a Change of Control, in each case until the end of the
      60-day period following public notice of the occurrence of the Change of
      Control; provided, however, that if (i) during such 60-day period one
      or more Rating Agencies has publicly announced that it is considering the
      possible downgrade of the Securities, and (ii) a downgrade by each of the Rating
      Agencies that has made such an announcement would result in a Below Investment
      Grade Rating Event, then such 60-day period shall be extended for such time
      as
      the rating of the Securities by any such Rating Agency remains under publicly
      announced consideration for possible downgrade to a rating below an Investment
      Grade Rating and a downgrade by such Rating Agency to a rating below an
      Investment Grade Rating could cause a Below Investment Grade Rating Event.
      Notwithstanding the foregoing, a rating event otherwise arising by virtue of
      a
      particular reduction in rating will not be deemed to have occurred in respect
      of
      a particular Change of Control (and thus will not be deemed a rating event
      for
      purposes of the definition of Change of Control Triggering Event) if the rating
      agencies making the reduction in rating to which this definition would otherwise
      apply do not announce or publicly confirm or inform the Trustee in writing
      at
      the Company’s or the Trustee’s request that the reduction was the result, in
      whole or in part, of any event or circumstance comprised of or arising as a
      result of, or in respect of, the applicable Change of Control (whether or not
      the applicable Change of Control has occurred at the time of the rating
      event).

    


    “Change
      of Control”
means the occurrence of any of the following: (1) direct or indirect
      sale,
      transfer, conveyance or other disposition (other than by way of merger or
      consolidation), in one or a series of related transactions, of all or
      substantially all of the properties or assets of the Company and its
      subsidiaries taken as a whole to any “person” 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (as
      that
      term is used in Section 13(d)(3) of the Exchange Act) other than to the Company
      or one of its subsidiaries; (2) the consummation of any transaction (including,
      without limitation, any merger or consolidation) the result of which is that
      any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other
      than the Company or one of its subsidiaries becomes the beneficial owner,
      directly or indirectly, of more than 50% of the then outstanding number of
      shares of the Company’s voting stock; or (3) the first day on which a majority
      of the members of the Company’s Board of Directors are not Continuing Directors;
provided, however, that a transaction will not be deemed to involve a
      Change of Control if (A) the Company becomes a wholly owned subsidiary of a
      holding company and (B)(x) the holders of the voting stock of such holding
      company immediately following that transaction are substantially the same as
      the
      holders of the Company’s voting stock immediately prior to that transaction or
      (y) immediately following that transaction no Person is the beneficial owner,
      directly or indirectly, of more than 50% of the voting stock of such holding
      company. For purposes of this definition, “voting stock” means
      capital stock of any class or kind the holders of which are ordinarily, in
      the
      absence of contingencies, entitled to vote for the election of directors (or
      persons performing similar functions) of the Company, even if the right to
      vote
      has been suspended by the happening of such a contingency.

    


    “Change
      of Control Triggering
      Event” means the occurrence of both a Change of Control and a Below
      Investment Grade Rating Event.

    


    “Continuing
      Directors”
means, as of any date of determination, any member of the Board of
      Directors of
      the Company who (1) was a member of the Board of Directors of the Company on
      the
      date of the issuance of the Securities; or (2) was nominated for election or
      elected to the Board of Directors of the Company with the approval of a majority
      of the Continuing Directors who were members of such Board of Directors of
      the
      Company at the time of such nomination or election (either by specific vote
      or
      by approval of the Company’s proxy statement in which such member was named as a
      nominee for election as a director).

    


    “Fitch”
means
      Fitch
      Ratings Inc.

    


    “Investment
      Grade
      Rating” means a rating by Moody’s equal to or higher than Baa3 (or the
      equivalent under a successor rating category of Moody’s), a rating by S&P
      equal to or higher than BBB- (or the equivalent under any successor rating
      category of S&P), a rating by Fitch equal to or higher than BBB- (or the
      equivalent under any successor rating category of Fitch), and the equivalent
      investment grade credit rating from any replacement rating agency or rating
      agencies selected by the Company under the circumstances permitting the Company
      to select a replacement agency and in the manner for selecting a replacement
      agency, in each case as set forth in the definition of “Rating
      Agencies”.

    


    “Moody’s”
means
      Moody’s Investors Service, Inc.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    “Rating
      Agencies”
means (1) Moody’s, S&P and Fitch; and (2) if any or all of Moody’s, S&P
      or Fitch ceases to rate the Securities or fails to make a rating of the
      Securities publicly available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization” within the meaning of
      Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, that the Company selects
      (pursuant to a resolution of the Company’s Board of Directors) as a replacement
      agency for any of Moody’s, S&P or Fitch, or all of them, as the case may
      be.

    


    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc.

    


    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.

    


    The
      Indenture permits, with certain
      exceptions as therein provided, the amendment thereof and the modification
      of
      the rights and obligations of the Company and the rights of the Holders of
      the
      Securities of each series to be affected under the Indenture at any time by
      the
      Company and the Trustee with the consent of the Holders of a majority in
      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 hereof 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 such Holder’s 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.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    The
      Securities of this series are
      issuable only in registered form without coupons in denominations of $2,000
      and
      any multiple of $1,000 in excess 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 of Securities, but the Company or
      the
      Trustee may require payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection with any registration
      of
      transfer or exchange of Securities, other than exchanges pursuant to Section
      304, 906 or 1107 of the Indenture not involving any transfer.

    


    Prior
      to due and proper 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 is overdue, and neither the Company, the Trustee nor any such agent
      shall be affected by notice to the contrary.

    


    The
      Indenture provides that the
      Company, at the Company’s option, (a) will be discharged from any and all
      obligations in respect of the Securities (except for certain obligations to
      register the transfer or exchange of Securities, replace stolen, lost or
      mutilated Securities, maintain paying agencies and hold moneys for payment
      in
      trust) or (b) need not comply with certain restrictive covenants of the
      Indenture, in each case if the Company deposits, in trust, with the Trustee
      money or U.S. Government Obligations which through the payment of interest
      thereon and principal thereof in accordance with their terms will provide money,
      in an amount sufficient to pay all the principal of and premium, if any, and
      interest on, the Securities on the dates such payments are due in accordance
      with the terms of such Securities, and certain other conditions are
      satisfied.

    


    No
      recourse shall be had for the
      payment of the principal of and premium, if any, or interest on this Security,
      or for any claim based hereon, or otherwise in respect hereof, or based on
      or in
      respect of the Indenture or any indenture supplemental thereto, against any
      incorporator, stockholder, officer, employee, agent or director, as such, past,
      present or future, of the Company or of any successor corporation, whether
      by
      virtue of any constitution, statute or rule of law, or by the enforcement of
      any
      assessment or penalty or otherwise, all such liability being, by the acceptance
      hereof and as part of the consideration for the issue hereof, expressly waived
      and released.

    


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

     

    18