EX-10.20



 







Exhibit 10.20




CENTRA FINANCIAL HOLDINGS, INC.




JUNIOR SUBORDINATED DEBT SECURITY DUE 2036




  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORE TRANSACTION” PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
(a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY
BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.



  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT
WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN
COMPLIANCE WITH THE SECURITIES ACT OR ANY APPLICABLE EXEMPTION THEREFROM.



  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT
IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT



 









 




SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN
ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF
ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR
ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR
ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A
PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF
AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.




  IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY, THE
REGISTRAR AND THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT
OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS
SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND
OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
SECURITY.



  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND
OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”). THIS
OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED
CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.



- 2 -









 





Junior Subordinated Debt Security due 2036




of




Centra Financial Holdings, Inc.




  Centra Financial Holdings, Inc., a bank holding company incorporated in West Virginia (the
“Company”), for value received promises to pay to Wells Fargo Bank, National Association, not in
its individual capacity but solely as Institutional Trustee for Centra Financial Statutory Trust
II, a Delaware statutory trust (the “Holder”), or registered assigns, the principal sum of Ten
Million Three Hundred Ten Thousand Dollars on July 7, 2036 and to pay interest on said principal
sum from May 30, 2006, or from the most recent interest payment date (each such date, an “Interest
Payment Date”) to which interest has been paid or duly provided for, quarterly (subject to deferral
as set forth herein) in arrears on January 7, April 7, July 7 and October 7 of each year
commencing July 7, 2006, at a variable per annum rate equal to LIBOR (as defined in the Indenture)
plus 1.65% (the “Interest Rate”) (provided, however, that the Interest Rate for any Interest
Payment Period may not exceed the highest rate permitted by New York law, as the same may be
modified by United States law of general applicability) until the principal hereof shall have
become due and payable, and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any overdue installment of
interest at an annual rate equal to the Interest Rate in effect for each such Extension Period
compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed
on the basis of a 360-day year and the actual number of days elapsed in the relevant interest
period. Notwithstanding anything to the contrary contained herein, if any Interest Payment Date,
other than on the Maturity Date, Redemption Date or Special Redemption Date, falls on a day that is
not a Business Day, then any interest payable will be paid on, and such Interest Payment Date will
be moved to, the next succeeding Business Day, and additional interest will accrue for each day
that such payment is delayed as a result thereof. If the Maturity Date, Redemption Date or Special
Redemption Date falls on a day that is not a Business Day, then the principal, premium, if any,
and/or interest payable on such date will be paid on the next succeeding Business Day, and no
additional interest will accrue in respect of such payment made on such next succeeding Business
Day (except that, if such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day). The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Debt Security (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the regular record date for such
interest installment, except that interest and any Deferred Interest payable on the Maturity Date
shall be paid to the Person to whom principal is paid. Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the registered holders on such
regular record date and may be paid to the Person in whose name this Debt Security (or one or more
Predecessor Debt Securities) is registered at the close of business on a special record date to be
fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to
the registered holders of the Debt Securities not less than 10 days prior to such special record
date, all as more fully provided in the Indenture. The principal of and interest on this Debt
Security shall be payable at the office or agency of the Trustee (or other Paying Agent appointed
by the Company) maintained for that purpose in any



- 3 -









 




coin or currency of the United States of America
that at
the time of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by check mailed
to the registered holder at such address as shall appear in the Debt Security Register or by wire
transfer of immediately available funds to an account appropriately designated by the holder
hereof. Notwithstanding the foregoing, so long as the holder of this Debt Security is the
Institutional Trustee, the payment of the principal of and premium, if any, and interest on this
Debt Security shall be made in immediately available funds when due at such place and to such
account as may be designated by the Institutional Trustee. All payments in respect of this Debt
Security shall be payable in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts.




  Upon submission of Notice (as defined in the Indenture) and so long as it is acting in good
faith, and so long as no Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section
5.01 of the Indenture has occurred and is continuing, the Company shall have the right, from time
to time and without causing an Event of Default, to defer payments of interest on the Debt
Securities by extending the interest distribution period on the Debt Securities at any time and
from time to time during the term of the Debt Securities, for up to 20 consecutive quarterly
periods (each such extended interest distribution period, an “Extension Period”), during which
Extension Period no interest shall be due and payable (except any Additional Interest that may be
due and payable). During any Extension Period, interest will continue to accrue on the Debt
Securities, and interest on such accrued interest (such accrued interest and interest thereon
referred to herein as “Deferred Interest”) will accrue at an annual rate equal to the Interest Rate
applicable during such Extension Period, compounded quarterly from the date such Deferred Interest
would have been payable were it not for the Extension Period, to the extent permitted by law. No
Extension Period may end on a date other than an Interest Payment Date. At the end of any such
Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt
Securities; provided, however, that no Extension Period may extend beyond the
Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date; and
provided, further, however, during any such Extension Period, the Company may not
(i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company’s capital stock or (ii) make any payment of
principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities
of the Company that rank pari passu in all respects with or junior in interest to the Debt
Securities or (iii) make any payment under any guarantees of the Company that rank in all respects
pari passu with or junior in respect to the Capital Securities Guarantee (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the Company (A) in
connection with any employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, (B) in connection with a
dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable for such capital
stock), as consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange, reclassification, combination or conversion of
any class or series of the Company’s capital stock (or any capital stock of a subsidiary of the
Company) for any class or series of the Company’s capital stock or of any class or series of the
Company’s indebtedness for any class or series of the Company’s capital stock, (c) the purchase



- 4 -









 




of
fractional interests in shares of the Company’s capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection with any
stockholder’s rights plan, or the issuance of rights, stock or other property under any
stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any
dividend in the form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the
termination of any Extension Period, the Company may further extend such period, provided,
that such period together with all such previous and further consecutive extensions thereof shall
not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date
(to the extent redeemed) or Special Redemption Date. Upon the termination of any Extension Period
and upon the payment of all Deferred Interest, the Company may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable
during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each
installment of interest that would otherwise have been due and payable during such Extension Period
until such installment is paid. The Company must give the Trustee notice of its election to begin
such Extension Period (“Notice”) not later than the related regular record date for the relevant
Interest Payment Date. The Notice shall describe, in reasonable detail, why the Company has elected
to begin an Extension Period. The Notice shall acknowledge and affirm the Company’s understanding
that it is prohibited from issuing dividends and other distributions during the Extension Period.
Upon receipt of the Notice, an Initial Purchaser shall have the right, at its sole discretion, to
disclose the name of the Company, the fact that the Company has elected to begin an Extension
Period and other information that such Initial Purchaser, at its sole discretion, deems relevant to
the Company’s election to begin an Extension Period. The Trustee shall give notice of the
Company’s election to begin a new Extension Period to the Securityholders.




  The indebtedness evidenced by this Debt Security is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness,
and this Debt Security is issued subject to the provisions of the Indenture with respect thereto.
Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such holder’s behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee such holder’s attorney-in-fact for any and all such purposes. Each holder
hereof, by such holder’s acceptance hereof, hereby 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 incurred, and waives reliance by each such
holder upon said provisions.



  The Company waives diligence, presentment, demand for payment, notice of nonpayment, notice of
protest, and all other demands and notices.



  This Debt Security shall not be entitled to any benefit under the Indenture hereinafter
referred to and shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee.



  The
provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this
place.



- 5 -









 








  IN WITNESS WHEREOF, the Company has duly executed this certificate.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Centra Financial Holdings, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	Title: 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 






Dated:                                        , 2006




CERTIFICATE OF AUTHENTICATION




  This is one of the Debt Securities referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Bank, National Association, not in its individual	 	 
	 	 	 	capacity but solely as the Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	 	By:  	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






Dated:                                        , 2006




- 6 -









 








REVERSE OF SECURITY




  This Debt Security is one of a duly authorized series of Debt Securities of the Company, all
issued or to be issued pursuant to an Indenture (the “Indenture”), dated as of May 30, 2006, duly
executed and delivered between the Company and Wells Fargo Bank, National Association, as Trustee
(the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Debt Securities (referred to herein
as the “Debt Securities”) of which this Debt Security is a part. The summary of the terms of this
Debt Security contained herein does not purport to be complete and is qualified by reference to the
Indenture.



  Upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital
Treatment Event (each a “Special Event”), this Debt Security may become due and payable, in whole
or in part, at any time, within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event (the “Special Redemption Date”), as the case may be, at
the Special Redemption Price. In the event that the Special Redemption Date falls on a day prior
to the LIBOR Determination Date for any Interest Payment Period, then the Company shall be required
to pay to Securityholders, on the Business Day following such LIBOR Determination Date, any
additional amount of interest that would have been payable on the Special Redemption Date had the
amount of interest determined on such LIBOR Determination Date been known on the first day of such
Interest Payment Period. The Company shall also have the right to redeem this Debt Security at the
option of the Company, in whole or in part, on any January 7, April 7, July 7 or October 7 on or
after July 7, 2011 (a “Redemption Date”), at the Redemption Price.



  Any redemption pursuant to either of the two preceding paragraphs will be made, subject to the
receipt by the Company of prior approval from any regulatory authority with jurisdiction over the
Company if such approval is then required under applicable capital guidelines or policies of such
regulatory authority, upon not less than 30 days’ nor more than 60 days’ notice. If the Debt
Securities are only partially redeemed by the Company, the Debt Securities will be redeemed pro
rata or by lot or by any other method utilized by the Trustee.



  “Redemption Price” means 100% of the principal amount of the Debt Securities being redeemed
plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of
a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such
Special Redemption Date is on or after July 7, 2011.



  “Special Redemption Price” means (1) if the Special Redemption Date is before July 7, 2011,
One Hundred Five Percent (105%) of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption and (2) if the Special Redemption Date is on or
after July 7, 2011, the Redemption Price for such Special Redemption Date.



  In the event of redemption of this Debt Security in part only, a new Debt Security or Debt
Securities for the unredeemed portion hereof will be issued in the name of the holder hereof upon
the cancellation hereof.



  Upon the occurrence of an Acceleration Event, as defined in the Indenture, the principal of
all of the Debt Securities may be declared due and payable, and upon such acceleration shall become



- 7 -









 




due and
payable, in the manner, with the effect and subject to the conditions provided in the
Indenture.




  The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Debt Securities at the
time outstanding affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debt Securities; provided, however, that no such
supplemental indenture shall, among other things, without the consent of the holders of each Debt
Security then outstanding and affected thereby (i) change the Maturity Date of any Debt Security,
or reduce the principal amount thereof or any premium thereon, or reduce the rate or manner of
calculation of the rate or extend the time of payment of interest thereon, or reduce (other than as
a result of the maturity or earlier redemption of any such Debt Security in accordance with the
terms of the Indenture and such Debt Security) or increase the aggregate principal amount of Debt
Securities then outstanding, or change any of the redemption provisions, or make the principal
thereof or any interest or premium thereon payable in any coin or currency other than United States
Dollars, or impair or affect the right of any holder of Debt Securities to institute suit for the
payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities, the holders of which
are required to consent to any such supplemental indenture. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the Debt Securities at the
time outstanding, on behalf of all of the holders of the Debt Securities, to waive any past default
in the performance of any of the covenants contained in the Indenture, or established pursuant to
the Indenture, and its consequences, except (a) a default in payments due in respect of any of the
Debt Securities, (b) in respect of covenants or provisions of the Indenture which cannot be
modified or amended without the consent of the holder of each Debt Security affected, or (c) in
respect of the covenants of the Company relating to its ownership of Common Securities of the
Trust. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debt Security and of any Debt Security
issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Debt Security.



  No reference herein to the Indenture and no provision of this Debt Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay all payments due on this Debt Security at the time and place and at the rate and in the
money herein prescribed.



  As provided in the Indenture and subject to certain limitations herein and therein set forth,
this Debt Security is transferable by the registered holder hereof on the Debt Security Register of
the Company, upon surrender of this Debt Security for registration of transfer at the office or
agency of the Trustee in Wilmington, Delaware accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Debt
Securities of authorized denominations and for the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be made for any such



- 8 -









 




registration of transfer, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in relation thereto.




     Prior to due presentment for registration of transfer of this Debt Security, the Company, the
Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and the Debt Security
Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or
not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving payment of the principal of and premium, if any, and interest
on this Debt Security and for all other purposes, and neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any transfer agent nor any Debt Security Registrar
shall be affected by any notice to the contrary.



     No recourse shall be had for the payment of the principal of or the interest on this Debt
Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture, against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or 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 issuance hereof, expressly waived and released.



     The Debt Securities are issuable only in registered certificated form without coupons. As
provided in the Indenture and subject to certain limitations herein and therein set forth, Debt
Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different
authorized denomination, as requested by the holder surrendering the same.



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



     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW).




- 9 -