[Form of Face of Security]
[Fixed Rate Medium-Term Note]
REGISTERED REGISTERED
No. FXR- PRINCIPAL AMOUNT:
CUSIP
UNUM CORPORATION
MEDIUM-TERM NOTE, SERIES C
[Insert if the Security is to be a Global Security -- This Security is a
Global Security within the meaning of the Indenture referred to on the reverse
hereof and is registered in the name of a Depositary or a nominee of a
Depositary. This Security is exchangeable for Securities registered in the name
of a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the Company or
its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
(Only applicable if
specified Currency
is other than U.S.
dollars)
EXCHANGE RATE: U.S.$1.00= _____ AUTHORIZED
DENOMINATIONS:
(Only applicable if
Specified Currency
is other than U.S.
dollars)
ORIGINAL STATED MATURITY:
ISSUE DATE:
INTEREST RATE: % REDEMPTION
COMMENCEMENT
DATE:
REDEMPTION REDEMPTION
PERIODS: PRICES:
OID AMOUNT: EXCHANGE RATE:
(Only applicable if
issued at Original Issue
Discount)
ORIGINAL ISSUE DEFAULT RATE: %
DISCOUNT SECURITY: (applicable only if
Security is an
Yes: ___ No: ___ Original Issue
Discount Security)
AMORTIZING AMORTIZATION AMORTIZATION
SECURITY: FORMULA: DATE(S):
//Yes //No
MAKE - WHOLE OPTIONAL REPAYMENT
PREMIUM DATE(S):
REDEEMPTION //Yes //No
REGULAR REDEMPTION
//Yes //No
-2-
OTHER PROVISIONS:
UNUM Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company", which term includes any
successor corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to__________________________________
________________________________________________________________, or registered
assigns, the principal sum of__________________________________________________
___________________________________________ on the Stated Maturity specified
above [If the Security is to bear interest prior to Stated Maturity, insert --,
and to pay interest thereon from the Original Issue Date specified above or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on [insert date] and [insert date] in each year and
at Stated Maturity, commencing on the first such Interest Payment Date next
succeeding the Original Issue Date (or, if the Original Issue Date is after a
Regular Record Date and before the Interest Payment Date immediately following
such Regular Record Date, on the second such Interest Payment Date next
succeeding the Original Issue Date), at the Interest Rate per annum specified
above, until the principal hereof is paid or made available for payment, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of ... % per annum on any overdue principal and premium (including any
overdue sinking fund or redemption payment) and on any overdue instalment of
interest. 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 [insert date] and [insert date] (whether or not a
Business Day), as the case may be, next preceding the [insert date] and [insert
date] Interest Payment Dates; provided, however, that interest payable at Stated
Maturity will be payable to the Person to whom principal shall be payable. If
this Security is designated above as an Amortizing Security, payments of
principal and interest will be made in installments over the life of this
Security on each Interest Payment Date set forth above, and at Stated Maturity
or upon earlier redemption or repayment or otherwise in accordance with any
Amortization Formula or on any Amortization Date set forth above. Any such
interest not so punctually paid or duly provided for shall 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
-3-
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 of which 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 Stated Maturity, insert
- -- o The principal of this Security shall not bear interest except in the case
of a default in payment of principal upon acceleration, upon redemption,
repayment or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the Default Rate per annum specified above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
that is not so paid on demand shall bear interest at the Default Rate per annum
specified above (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]
Payment of principal of (and premium, if any) and any such interest on this
Security will be made in the Specified Currency specified above; provided,
however, that, if this Security is denominated in other than U.S. dollars,
payments of principal (and premium, if any) and interest on this Security will
nevertheless be made in U.S. dollars: (a) at the option of the Holder of this
Security under the procedures described in the two next succeeding paragraphs
and (b) at the Company's option in the case of imposition of exchange controls
or other circumstances beyond the Company's control as described in the fourth
succeeding paragraph. The Company will at all times appoint and maintain a
Paying Agent (which may be the Trustee) authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities of this series
on behalf of the Company and having an office or agency (the "Paying Agent
Office") in The City of New York (the "Place of Payment"), where Securities of
this series may be presented or surrendered for payment and where notices,
designations or requests in respect of payments
-4-
with respect to Securities of this series may be served. The Company has
initially appointed The Chase Manhattan Bank as such Paying Agent. The Company
will give prompt written notice to the Trustee of any change in such
appointment.
Except as provided in the next paragraph, payments of interest and
principal (and premium, if any) for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Stated Maturity, redemption or repayment of such Security, as the case may
be, has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in the Place of Payment on or before
such Regular Record Date, or the date 15 days before such Stated Maturity,
redemption or repayment, as the case may be. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. Any such request made for any Security by a registered Holder will
remain in effect for any further payments of interest and principal (and
premium, if any) on such Security payable to such Holder, unless such request is
revoked on or before the relevant Regular Record Date or the date 15 days before
the Stated Maturity, redemption or repayment of such Security, as the case may
be.
The U.S. dollar amount to be received by a Holder of a Security denominated
in a Specified Currency other than U.S. dollars who elects to receive payment in
U.S. dollars will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 a.m., New York City time on the
second Business Day next preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of such Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of such
Specified Currency payable to all Holders of Securities of this series
denominated in such Specified Currency electing to receive U.S. dollar payments
on such payment date and at which the applicable dealer commits to execute a
contract. If three such bid quotations are not available on the second Business
Day preceding the payment of principal (and premium, if any) or interest for any
such Security, such payment will be made in the Specified Currency. All currency
exchange costs associated with any payment in U.S. dollars on any such Security
will be borne by the Holder thereof by deductions from such payment. If this
Security is denominated in a Specified Currency other than U.S. dollars, (i) the
Company will at all times appoint and maintain
-5-
a banking institution that is not an Affiliate of the Company as Exchange Rate
Agent hereunder; and (ii) the Company has initially appointed the Exchange Rate
Agent specified above as such Exchange Rate Agent and will give prompt written
notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on any
Security of this series due at the Stated Maturity, redemption or repayment of
such Security will be made in immediately available funds upon surrender of such
Security to the Paying Agent at the Paying Agent Office in the Place of Payment;
provided that such Security is presented to the Paying Agent in time for the
Paying Agent to make such payment in accordance with its normal procedures.
Payments of interest on any Security of this series (other than at the Stated
Maturity, redemption or repayment of such Security) will be made by check mailed
to the address of the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have been appropriately
designated to the Paying Agent by such Person.
If the principal of (and premium, if any) or interest on any Security of
this series is payable in other than U.S. dollars and such Specified Currency is
not available, due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Security by making such payments in U.S.
dollars on the basis of the most recently available Exchange Rate (as defined on
the reverse hereof).
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 or its Authenticating Agent by manual
signature, this
-6-
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: UNUM CORPORATION
[SEAL] By____________________________
Chairman
Attest:
____________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
As Trustee
By_______________________
Authorized Officer
-7-
[Form of Reverse of Security]
[Fixed Rate Medium-Term Note]
UNUM CORPORATION
MEDIUM-TERM NOTE, SERIES C
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 September 15, 1990, (the "Indenture"),
between the Company and The Chase Manhattan Bank (National Association) as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture and The Chase Manhattan Bank, successor by merger to The
Chase Manhattan Bank (National Association)), 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. The Securities of
this series may be issued upon original issuance under the Indenture from time
to time at an aggregate initial public offering price not to exceed $250,000,000
or its equivalent in foreign currencies, currency units or composite currencies.
The aggregate principal amount of Securities of this series which may be issued
under the Indenture will be limited to the aggregate of the principal amounts of
the Securities of this series so issued upon original issuance in accordance
with such limit.
Payments of interest hereon with respect to any Interest Payment Date will
include interest accrued to but excluding the applicable Interest Payment Date
or Stated Maturity Date, as the case may be. Interest hereon shall be computed
on the basis of a 360-day year of twelve 30-day months.
Any payment on this Security due on any day which is not a Market Day (and,
if the Specified Currency specified on the face hereof is other than U.S.
dollars, a Business Day in the country issuing such Specified Currency (or, for
ECUs, Brussels)) need not be made on such day, but may be made on the next
succeeding Market Day with the same force and effect as if made on such due
date, and no
interest shall accrue for the period from and after such date. "Business Day",
for any particular location, means each Monday, Tuesday, Wednesday, Thursday,
and Friday which is not a day on which banking institutions in such location are
authorized or obligated by law or executive order to close. "Market Day" means
any Business Day in the City of New York.
This Security may be subject to repayment at the option of the Holder prior
to the Stated Maturity specified on the face of this Security on the Optional
Repayment Date(s), if any, specified on the face of this Security. If no
Optional Repayment Dates are specified on the face of this Security, this
Security may not be so repaid at the option of the Holder hereof prior to the
Stated Maturity. On any Optional Repayment Date, this Security shall be
repayable in whole or in part in an amount equal to $1,000 of such other minimum
denomination specified on the face hereof (provided that any remaining principal
amount shall be at least $1,000 or such other minimum denomination) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid (or, if this Security is an Original Issue Discount
Security, such lesser amount as is provided in such Security), together with
interest thereon payable to the date of repayment. For this Security to be
repaid in whole or in part at the option of the Holder hereof, this Security
must be received, with the form entitled "Option to Elect Repayment" set forth
below duly completed, by the Trustee at its Corporate Trust Office (or such
other address of which the Company shall from time to time notify the Holders),
not more than 60 nor less than 30 days prior to the applicable Optional
Redemption Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of payment of this Security in part only, a new
Security for the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
If so designated on the face of this Security, this Security may be
redeemed by the Company by Regular Redemption or Make-Whole Premium Redemption
on any date on and after the Redemption Commencement Date indicated on the face
hereof. If neither Regular Redemption nor Make-Whole Premium Redemption is
designated on the face hereof, then this Security may not be redeemed prior to
its Stated Maturity.
If so designated on the face of this Security that it is subject to Regular
Redemption, then on and after the Redemption Commencement Date, this Security
may be redeemed at the option of the Company in whole or in part in
-2-
increments of $1,000 (provided that any remaining principal amount of this
Global Security shall be at least $1,000) at the Redemption Price, together with
accrued interest to the Redemption Date, on notice given not more than 60 nor
less than 30 days prior to the Redemption Date. The Redemption Price shall be
initially equal to the Initial Redemption Price set forth on the face hereof on
the Redemption Commencement Date (plus accrued interest to the Initial
Redemption Commencement Date), and shall decline (but not below par) on each
anniversary of the Redemption Commencement Date by the Premium Reduction Amount
set forth on the face hereof until the Redemption Price is equal to 100% of such
principal amount, plus accrued interest to the date this Security is redeemed
(the "Redemption Date"); provided, however, that interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Security, 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 less than all of this Security is to be
redeemed, the beneficial interests in this Security to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. In the event of redemption of this Security in part only, a new
Security for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon surrender hereof.
If so designated on the face of this Security, this Security may be
redeemed at the option of the Company, as a whole or from time to time in part,
upon not less than 30 nor more than 60 days' notice mailed to the Holder at his
address as it appears in the Security Register, on any date prior to its Stated
Maturity at a Redemption Price equal to 100% of the principal amount hereof plus
accrued interest to the Redemption Date (subject to the right of the Holder of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), plus a
Make-Whole Premium, if any.
The amount of the "Make-Whole Premium" in respect of the principal amount
of this Security will be the excess, if any, of (i) the sum of the present
values, as of the Redemption Date of this Security, of (A) the respective
interest payments (exclusive of the amount of accrued interest to the Redemption
Date) on this Security that, but for such redemption, would have been payable on
their respective Interest Payment Dates after such Redemption Date, and (B) the
payment of such principal amount that, but for such redemption, would have been
payable on the Stated Maturity of this Security over (ii) the amount of such
-3-
principal to be redeemed. Such present values will be determined in accordance
with generally accepted principles of financial analysis by discounting the
amounts of such payments of interest and principal from their respective Stated
Maturities to such Redemption Date at a discount rate equal to the Treasury
Yield.
The "Treasury Yield" in respect of this Security shall be determined as of
the date on which notice of redemption of this Security is sent to the Holder
hereof by reference to the most recent Federal Reserve Statistical Release H.15
(519) (or successor publication) which has become publicly available not more
than two Business Days prior to such date (or, if such Statistical Release (or
successor publication) is no longer published or no longer contains the
applicable data, to the most recently published issue of The Wall Street Journal
(Eastern Edition) published not more than two Business Days prior to such date
that contains such data or, if The Wall Street Journal (Eastern Edition) is no
longer published or no longer contains such data, to any publicly available
source of similar market data), and shall be the most recent weekly average
yield on actively traded U.S. Treasury Securities adjusted to a constant
maturity equal to the Remaining Life of this Security and, if applicable,
converted to a bond equivalent yield basis as described below. The "Remaining
Life of this Security" shall equal the number of years from the Redemption Date
to the Stated Maturity of this Security; provided that if the Remaining Life of
this Security is not equal to the constant maturity of a U.S. Treasury security
for which a weekly average yield is specified in the applicable source, then the
Remaining Life of this Security shall be rounded to the nearest one-twelfth of
one year and the Treasury Yield shall be obtained by linear interpolation
computed to the fifth decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth of a percentage point)),
after rounding to the nearest one-twelfth of one year, from the weekly average
yields of (a) the actively traded U.S. Treasury security with a maturity closest
to and less than the Remaining Life of this Security and (b) the actively traded
U.S. Treasury Security with a maturity closest to and greater than the Remaining
Life of this Security, except that if the Remaining Life of this Security is
less than three months, the weekly average yield on actively traded U.S.
Treasury securities adjusted to a constant maturity of three months shall be
used. The Treasury Yield shall, if expressed on a yield basis other than that
equivalent to a bond equivalent yield basis, be converted to a bond equivalent
yield basis and shall be computed to the fifth decimal place (one thousandth of
a percentage point) and
-4-
then rounded to the fourth decimal place (one hundredth of a percentage point).
If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series (or, in
the case of any Securities of this series that are Original Issue Discount
Securities, an amount of principal thereof determined in accordance with the
provisions of this Security set out in the next paragraph (the "Default
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.
If this Security is an Original Issue Discount Security and if an Event of
Default with respect to the Securities of this Series shall have occurred and be
continuing, the Default Amount of principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture. Such
Default Amount shall be equal to the adjusted issue price as at the first day of
the accrual period as determined under the United States Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder, in which the date
of acceleration occurs increased by the daily portion of the original issue
discount for each day in such accrual period ending on the date of acceleration,
as determined under the United States Internal Revenue Code of 1986, as amended,
and the Treasury regulations thereunder. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal 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 interest, if any, on this
Security shall terminate.
The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) 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 Holders of at least 66- 2/3% 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
-5-
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.
The principal amount of an Original Issue Discount Security or a Security
denominated in a Specified Currency other than U.S. dollars that shall be deemed
to be Outstanding for purposes of the foregoing shall be determined as provided
in the Indenture. 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 or Securities 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 premium, if any) and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations (including,
in the case of any Global Security, certain additional 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 the Place of Payment, 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 (i) if denominated in U.S. dollars, $1,000 (rounded
to the nearest 1,000 units of such Specified Currency) and any integral
multiples thereof or (ii) if denominated in a Specified Currency other than U.S.
dollars, the amount of such Specified Currency equivalent, at the noon buying
rate in The City of New York for cable transfers for such Specified Currency
(the "Exchange Rate") on the sixth Business Day in The City of New York and in
the country issuing such currency (or, for ECUs, Brussels) next preceding the
Original Issue Date, to U.S. $1,000 (rounded to the nearest 1,000 units of such
Specified Currency) and any greater
-6-
amount that is an integral multiple of 1,000 units of such Specified Currency
unless specified in the applicable Pricing Supplement. The Securities of this
series may be issued, in whole or in part, in the form of one or more Global
Securities bearing the legend specified in the Indenture regarding certain
restrictions on registration of transfer and exchange and issued to The
Depository Trust Company as depositary for the Global Securities of this series
(the "Depositary") or its nominee and registered in the name of the Depositary
or such nominee. As provided in the Indenture and subject to certain limitations
(including, in the case of any Global Security, certain additional 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.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
-7-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the within Security, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors Act
______________________________
(State)
Additional abbreviations may also be used
though not in the above list.
_____________________________
-8-
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________
/__________________________/
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address,
Including Postal Zip Code, of Assignee)
________________________________________________________________________________
the within Security and all rights thereunder, and hereby
irrevocably constitutes and appoints____________________________________________
________________________________________________________________________________
________________________________________________________________________________
to transfer said Security on the books of the Company, with
full power of substitution in the premises.
Dated:______________
Signature Guaranteed
____________________________________ ______________________________________
NOTICE: Signature must be guaranteed NOTICE: The signature to this
by a member firm of the New York Stock assignment must correspond with the
Exchange or a commercial bank or trust name as written upon the face of the
company. within Security in every particular,
without alteration or enlargement or
any change whatever.
-9-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or portion thereof specified below) pursuant to its
terms at a price qual to the principal amount thereof, together with interest to
the Optional Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Securities to be
issued to the Holder for the portion of the within Security not being repaid (in
the absence of any such specification, one such Security will be issued for the
portion not being repaid): __________________.
Dated: __________________ ______________________________________
NOTICE: The signature on this Option
to Elect Payment must correspond with
the name as written upon the face of
the within instrument in every
particular without alteration or
enlargement.
SIGNATURE GUARANTEED
-10-