[Form of Face of Security]
[Floating Rate (Resetting Daily, Weekly,
Monthly, Quarterly, Semi-Annually or Annually)
U.S. Dollar Specified Currency,
Non-Original Issue Discount
Medium-Term Note]
REGISTERED REGISTERED
No. FLR- 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.]
ORIGINAL ISSUE DATE: INITIAL STATED MATURITY:
INTEREST RATE:
%
AUTHORIZED EXCHANGE RATE
DENOMINATIONS: AGENT:
(Only applicable if (Only applicable
Specified Currency is if Specified
other than U.S. Currency is other
Dollars) than U.S. Dollars)
INDEX MATURITY: INTEREST RATE
BASIS:
OID AMOUNT: EXCHANGE RATE:
(Only applicable if U.S. $1.00= _____
issued at Original
issue discount)
ORIGINAL ISSUE
DISCOUNT SECURITY:
Yes: __ No: __
SPREAD (plus or SPREAD MULTIPLIER:
minus):
SPECIFIED CURRENCY:
MINIMUM INTEREST MAXIMUM INTEREST
RATE: RATE:
INTEREST PAYMENT
DATES:
Third Wednesday of: ___ March
___ June
___ September
___ December
______________
______________
INTEREST RESET DATES: INTEREST RESET
(applicable only if PERIOD:
Interest Reset
Period is semi-annual
or annual)
Third Wednesday
of:
CALCULATION AGENT: REDEMPTION
COMMENCEMENT DATE:
REDEMPTION PERIODS: REDEMPTION PRICES:
AMORTIZING AMORTIZATION AMORTIZATION
SECURITY: FORMULA PAYMENT DATE(S):
//Yes //No
MAKE - WHOLE PREMIUM OPTIONAL REPAYMENT
REDEMPTION //Yes //No DATE(S):
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 (or, if
such date is not a Market Day (as defined on the reverse hereof) for this
Security, the next succeeding such Market Day (or, if the Interest Rate Basis
specified above is LIBOR and such next succeeding such Market Day falls in the
next calendar month, the next preceding such Market Day)), [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, on the
Interest Payment Dates in each year specified above (or if any such date is not
a Market Day (as defined on the reverse hereof) for this Security, the next
succeeding such Market Day (or, if the Interest Rate Basis specified above is
LIBOR and such next succeeding such Market Day falls in the next calendar month,
the next preceding such Market Day)) 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 a rate per
annum equal to the Initial Interest Rate specified above until the first
Interest Reset Date following the Original Issue Date and on and after such
Interest Reset Date at the rate determined in accordance with the provisions set
forth on the reverse hereof, 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 15th calendar
day (whether or not a Business Day) before such Interest Payment Date; provided,
however, that interest payable at Stated Maturity
-3-
will be payable to the Person to whom principal shall be payable. If this
Security is designated above as an Amortizing Security, then 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 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 the 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
-4-
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 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, 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
-5-
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 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
By____________________________
[SEAL] 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]
[Floating Rate (Resetting Daily, Weekly,
Monthly, Quarterly, Semi-Annually or Annually)
U.S. Dollar Specified Currency,
Non-Original Issue Discount
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.
The rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (such period being the "Interest Reset
Period" for such Floating Rate Note, and the first date of each Interest Period
being an "Interest Reset Date"), depending on the Interest Reset Period
specified on the face hereof; provided, however, that the interest rate in
effect from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof.
Except as provided in the next sentence and in the sixth succeeding paragraph,
the Interest Reset Date will be, if this Security resets daily (unless the
Interest Rate Basis for this Security is the Treasury Rate), each Business Day;
if this Security resets weekly (unless the Interest Rate Basis for this Security
is the Treasury Rate), the Wednesday of each week; if this Security resets
weekly and the Interest Reset Basis for this Security is the Treasury Rate, the
Tuesday of each week; if this Security resets monthly, the third Wednesday of
each month; if this Security resets quarterly, the third Wednesday of each
March, June, September and December; if this Security resets semi-annually, the
third Wednesday of two months of each year, as specified on the face hereof; and
if this Security resets annually, the third Wednesday of one month of each year,
as specified on the face hereof. If any Interest Reset Date would otherwise be a
day that is not a Market Day for this Security, the Interest Reset Date shall be
postponed to the next day that is a Market Day for this Security, except that if
the Interest Rate Basis specified on the face hereof is LIBOR and such next
succeeding Market Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Market Day for this Security.
"Market Day" means, for any Security other than a Security the rate of
interest on which shall be determined in accordance with the provisions under
the heading "LIBOR" below, any Business Day in The City of New York, and, for
any Security the rate of interest on which shall be determined in accordance
with the provisions under the heading "LIBOR" below, any Business Day in The
City of New York which is also a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market. "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.
If an Interest Payment Date (other than at Stated Maturity, a Redemption
Date or an Optional Repayment Date) on this Security falls 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 the Specified
Currency (or, for ECUs, Brussels)), such Interest Payment Date will be the next
succeeding Market Day (with interest accruing to but excluding the next
succeeding Market Day) (or, if the Interest Rate Basis specified on the face
hereof is LIBOR, if such day falls in the next calendar month, the next
preceding Market Day (with interest accruing to but excluding the next preceding
Market Day)). If the Stated Maturity, a Redemption Date or an
-2-
Optional Repayment Date of this Security falls on a day that 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 the Specified Currency (or, for
ECUs, Brussels)), the required payment of principal, premium, if any, and
interest will be made on the next succeeding Market Day as if made on the date
such payment was due, and no interest will accrue on such payment for the period
from and after the Stated Maturity, a Redemption Date or an Optional Repayment
Date to the date of such payment on the next succeeding Market Day.
Except as otherwise specified in this paragraph, the rate of interest on
this Security for each Interest Reset Date shall be the rate determined in
accordance with the provisions below under the heading below corresponding to
the Interest Rate Basis specified on the face hereof:
Commercial Paper Rate. If the Interest Rate Basis of this Security is
the Commercial Paper Rate, the interest rate hereon for any Interest Reset
Date shall equal (a) the Money Market Yield (calculated as described below)
of the per annum rate (quoted on a bank discount basis) on the relevant
Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity specified on the face hereof, (i) as such rate is
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper" or (ii) if such rate is
not published before 3:00 p.m., New York City time, on the relevant
Calculation Date, then as such rate is published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or any successor publication
published by the Federal Reserve Bank of New York ("Composite Quotations")
under the heading "Commercial Paper" or (b) if by 3:00 p.m. New York City
time, on such Calculation Date, such rate is not yet published in either
H.15(519) or Composite Quotations, the Money Market Yield of the arithmetic
mean of the offered per annum rates (quoted on a bank discount basis) as of
11:00 a.m., New York City time, on such Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The
City of New York (which may include one or more of the Agents) selected by
the Calculation Agent for commercial paper of the Index Maturity specified
on the face hereof placed for an industrial issuer whose bond
-3-
rating is "AA", or the equivalent, from a nationally recognized rating
agency, in any of the above cases (a) or (b) as adjusted (x) by the
addition or subtraction of the Spread, if any, specified on the face
hereof, and then (y) by the multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that, if fewer than
three dealers selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the interest rate hereon for such
Interest Reset Date will be the interest rate hereon in effect on such
Commercial Paper Interest Determination Date. "Money Market Yield" shall be
a yield (expressed as a percentage) calculated in accordance with the
following formula:
Money Market Yield = 100 x 360 x D
------------,
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period from the Interest Reset Date to but excluding
the day that numerically corresponds to such Interest Reset Date (or, if
there is not any such numerically corresponding day, the last day) in the
calendar month that is the number of months corresponding to the Index
Maturity specified on the face hereof after the month in which such
Interest Reset Date falls.
Prime Rate. If the Interest Rate Basis of this Security is the Prime
Rate, the interest rate hereon for any Interest Reset Date shall equal
(a)(i) the rate for the relevant Prime Rate Interest Determination Date set
forth in H.15(519) under the heading "Bank Prime Loan", or (ii) if such
rate is not published before 9:00 a.m., New York City time, on the relevant
Calculation Date, then the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as
page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination Date as quoted
on the Reuters Screen USPRIME1 Page on such
-4-
Prime Rate Interest Determination Date or (b) if fewer than four such rates
appear on the Reuters Screen USPRIME1 Page on such Prime Rate Interest
Determination Date, the arithmetic mean of the prime rates or base lending
rates (quoted on the basis of the actual number of days in the year divided
by a 360-day year) as of the close of business on such Prime Rate Interest
Determination Date by three major banks in The City of New York selected by
the Calculation Agent, in any of the above cases (a) or (b) as adjusted (x)
by the addition or subtraction of the Spread, if any, specified on the face
hereof, and then (y) by the multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that, if fewer than
three banks selected as provided above by the Calculation Agent are quoting
as mentioned in this sentence, the interest rate hereon for such Interest
Reset Date will be the interest rate hereon in effect on such Prime Rate
Interest Determination Date.
LIBOR. If the Interest Rate Basis of this Security is LIBOR, the
interest rate hereon for any Interest Reset Date shall be determined by the
Calculation Agent in accordance with the following provisions:
(a) The Calculation Agent will determine either (i) the arithmetic
mean of the offered rates for deposits in U.S. dollars for the period of
the applicable Index Maturity which appear on the Reuters Screen LIBO Page
at approximately 11:00 a.m., London time, on such LIBOR Determination Date
if at least two such offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (ii) the rate for deposits in U.S. dollars for the
period of the applicable Index Maturity that appears on the Telerate Page
3750 as of 11:00 a.m., London time, on such LIBOR Interest Determination
Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or
such other page as may replace the LIBO page on the service for the purpose
of displaying London interbank offered rates of major banks). "Telerate
Page 3750" means the display designated as page "3750" on the Telerate
Service (or such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates
for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is
specified in the applicable Pricing Supplement, LIBOR will be determined as
if LIBOR Telerate had been specified. If fewer than two offered rates
appear on the Reuters Screen LIBO Page, or if no rate appears on the
Telerate Page 3750,
-5-
as applicable, LIBOR in respect of that LIBOR Interest Determination Date
will be determined as if the parties had specified the rate described in
(b) below.
(b) If fewer than two offered rates appear on the Reuters Screen LIBO
Page or no rate appears on Telerate Page 3750, as applicable, the
Calculation Agent will request the principal London offices of four major
banks in the London interbank market, as selected by the Calculation Agent,
to provide the Calculation Agent with its offered quotations for deposits
in U.S. dollars for the period of the applicable Index Maturity to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, commencing on the second London Business day immediately following
such LIBOR Interest Determination Date and in a principal amount equal to
an amount of not less than U.S.$1 million that is representative of a
single transaction in such market at such time. If at least two quotations
are provided, LIBOR in respect of that LIBOR Interest Determination Date
will be the arithmetic mean of rates quoted by three major banks in The
City of New York selected by the Calculation Agent at approximately 11:00
a.m., New York City time, commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date for loans in
U.S. dollars to leading European banks, for the period of the applicable
Index Maturity and in a principal amount equal to an amount of not less
than U.S. $1 million that is representative for a single transaction in
such market at such time; provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting rates as
mentioned in this sentence, the rate of interest in effect for the
applicable period will be the LIBOR in effect on such LIBOR Interest
Determination Date.
Treasury Rate. If the Interest Rate Basis of this Security is the
Treasury Rate, the interest rate hereon for any Interest Reset Date shall
equal (a) the rate for the auction on the relevant Treasury Interest
Determination Date of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof, (i) as such
rate is published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)" or (ii) if such
rate is not so published by 9:00 a.m., New York City time, on the relevant
Calculation Date, then the auction average rate (expressed as a bond
equivalent, on the basis of a year
-6-
of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the
Treasury or (b) if the results of such auction of Treasury Bills having the
Index Maturity specified on the face hereof are not published or reported
as provided above by 3:00 p.m., New York City time, on such Calculation
Date or if no such auction is held during such week, then the rate set
forth in H.15(519) for the relevant Treasury Interest Determination Date
for the Index Maturity specified on the face hereof under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market" or (c) if such rate
is not so published by 3:00 p.m., New York City time, on the relevant
Calculation Date, then the yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market
bid rates as of approximately 3:30 p.m., New York City time, on such
Treasury Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof, in any of the
above cases (a), (b) or (c) as adjusted (x) by the addition or subtraction
of the Spread, if any, specified on the face hereof, and then (y) by the
multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that, if fewer than three dealers selected as
provided above by the Calculation Agent are quoting as mentioned in this
sentence, the interest rate hereon for such Interest Reset Date will be the
interest rate hereon in effect on such Treasury Interest Determination
Date.
CD Rate. If the Interest Rate Basis of this Security is the CD Rate,
the interest rate hereon for any Interest Reset Date shall equal (a) the
rate for the relevant CD Rate Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on the face
hereof (i) as published in H.15(519) under the heading "CDs (Secondary
Market)" or (ii) if such rate is not published before 9:00 a.m., New York
City time, on the relevant Calculation Date, then the rate on such CD Rate
Interest Determination Date for negotiable certificates of deposit having
the Index Maturity specified on the face hereof as published in Composite
Quotations under the heading "Certificates of Deposit" or (b) if by 3:00
p.m., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or Composite
-7-
Quotations, the arithmetic mean of the secondary market offered rates, as
of 10:00 a.m., New York City time, on such CD Rate Interest Determination
Date, of three leading nonbank dealers of negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index Maturity
specified on the face hereof in a denomination of U.S. $5,000,000, in any
of the above cases (a) or (b) as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof, and then
(y) by the multiplication by the Spread Multiplier, if any, specified on
the face hereof; provided, however, that, if fewer than three dealers
selected as provided above by the Calculation Agent are quoting as
mentioned in this sentence, the interest rate hereon for such Interest
Reset Date will be the interest rate hereon in effect on such CD Rate
Interest Determination Date.
CMT Rate. If the Interest Rate Basis of this Security is the CMT Rate,
the interest rate hereon for any Interest Reset Date shall equal the rate
displayed on the Designated CMT Telerate Page under the caption ". .
.Treasury Constant Maturities. . .Federal Reserve Board Release H.15. .
.Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the
rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which the related CMT
Rate Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page or is not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published or is not published by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate on such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index) for the
CMT Rate Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the
-8-
Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in the relevant
H.15(519). If such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York
City time, on such CMT Rate Interest Determination Date reported, according
to their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York
(which may include the Agent or its affiliates) selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity Index minus
one year. If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as
of approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from
five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of
years that is the next highest to the Designated CMT Maturity Index and a
remaining term to maturity closest to the Designated CMT Maturity Index and
in an amount of at least $100 million. If three or four (and not five) of
such Reference Dealers are quoting as described above, then the CMT Rate
will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated;
provided however, that if fewer than three Reference Dealers so selected by
the Calculation Agent are quoting as mentioned herein, the CMT Rate
determined as of such CMT Rate Interest Determination
-9-
Date will be the CMT Rate in effect on such CMT Rate Interest Determination
Date. If two Treasury Notes with an original maturity as described in the
second preceding sentence have remaining terms to maturity equally close to
the Designated CMT Maturity Index, the Calculation Agent will obtain from
five Reference Dealers quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page specified in the applicable Pricing Supplement (or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
Federal Funds Rate. If the Interest Rate Basis of this Security is the
Federal Funds Rate, the interest rate hereon for any Interest Reset Date shall
equal (a) the rate on the relevant Federal Funds Interest Determination Date for
Federal Funds (i) as published in H.15(519) under the heading "Federal Funds
(Effective)" or (ii) if such rate is not published before 9:00 a.m., New York
City time, on the relevant Calculation Date, then the rate on such Federal Funds
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate" or (b) if by 3:00 p.m., New York City
time, on such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the arithmetic mean of the rates, as of 9:00 a.m., New
York City time, on such Federal Funds Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent, in any of the above cases (a) or (b) as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof, and then (y) by
the multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that, if fewer than three brokers selected as
-10-
provided above by the Calculation Agent are quoting as mentioned in this
sentence, the interest rate hereon for such Interest Reset Date will be the
interest rate hereon in effect on such Federal Funds Interest Determination
Date.
Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, specified on the face hereof or less
than the Minimum Interest Rate, if any, specified on the face hereof. In
addition, the interest rate hereon will in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by United States law
of general application.
The Company will at all times appoint and maintain a banking institution
that is not an Affiliate of the Company as Calculation Agent hereunder. The
Company has initially appointed The Chase Manhattan Bank as such Calculation
Agent and will give prompt written notice to the Trustee of any change in such
appointment. The Company will cause the Calculation Agent to calculate the
interest rate on this Security for any Interest Reset Date in accordance with
the foregoing on or before the Calculation Date pertaining to the related
Interest Determination Date. Except as otherwise provided herein, all
percentages resulting from any calculations will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point with five
one-millionths of a percentage point rounded upward (e.g., 9.876546% (or
.09876546) being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts
used in or resulting from such calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards). Unless otherwise specified in the
applicable Pricing Supplement, the "Calculation Date," if applicable, pertaining
to any Interest Determination Date will be the earlier of (i) the tenth calendar
day after such Interest Determination Date, or, if such day is not a Business
Day, the next succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or the Stated Maturity, as the
case may be. The Calculation Agent's determination of any interest rate will be
final and binding in the absence of manifest error.
Upon the request of the Holder of this Security, the Calculation Agent will
provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate hereon which will become effective on the next
Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date if the
rate of interest hereon shall be
-11-
determined in accordance with the provisions under the headings above entitled
"Commercial Paper Rate" (the "Commercial Paper Interest Determination Date"),
"Prime Rate" (the "Prime Rate Interest Determination Date"), "LIBOR" (the "LIBOR
Interest Determination Date"), "CD Rate" (the "CD Rate Interest Determination
Date"), "CMT Rate" (the "CMT Rate Interest Determination Date") and "Federal
Funds Rate" (the "Federal Funds Rate Interest Determination Date") will be the
second Market Day preceding such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date if the rate of interest hereon shall
be determined in accordance with the provisions under the heading above entitled
"Treasury Rate" (the "Treasury Interest Determination Date") will be the day of
the week in which such Interest Reset Date falls on which Treasury Bills would
normally be auctioned. Treasury Bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for a
Treasury Rate Security, then such Interest Reset Date shall instead be the first
Market Day immediately following such auction date.
Payments of interest hereon with respect to any Interest Payment Date will
equal the amount of interest accrued from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid or
duly made available for payment (or from and including the date of issue, if no
interest has been paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or the Stated Maturity, as the case may be.
Accrued interest hereon from (and including) the Original Issue Date or
from (and including) the last date to which interest has been paid is calculated
by multiplying the principal amount of this Security by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from (and including) the Original Issue Date, or from
(and including) the last date to which interest has been paid, to but excluding
the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal) for each such day is computed by dividing the interest
rate (expressed as a decimal) applicable to such day by 360 or,
-12-
if the Interest Rate Basis for this Security is the Treasury Rate or CMT Rate,
by the actual number of days in the year.
This Security may be subject to repayment at the option of the Holder prior
to the Stated Maturity specified above 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 increments
of $1,000 (provided that any remaining principal amount of this 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 Redemption Commencement Date),
and shall decline (but not below par) on each anniversary of the Initial
Redemption Date by the Premium Reduction Amount set forth on the face hereof
until the Redemption
-13-
Price is equal to 100% of such principal amount, plus accrued interest to the
date set for the redemption of this Security (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
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
-14-
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 then rounded to the fourth decimal place (one hundredth
of a percentage point).
-15-
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 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
-16-
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 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 and
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 amount that is an integral multiple of
1,000 units of such Specified Currency unless otherwise 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 Securities
-17-
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 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 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.
-18-
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 the 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.
_____________________________
-19-
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.
-20-
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
-21-