-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HednzSB7slctuE7l1BJ0UgMOHQklkU+6fn8STwh44IjjDpV39vfmIofRS7DYyrw1 d54gX5h/IHzl+Rmudl9NnA== 0000927016-02-003191.txt : 20020612 0000927016-02-003191.hdr.sgml : 20020612 20020611202358 ACCESSION NUMBER: 0000927016-02-003191 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20020612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000917406 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 041414660 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-85488 FILM NUMBER: 02676812 BUSINESS ADDRESS: STREET 1: CORPORATE LAW DIVISION T-55 STREET 2: P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6175726000 MAIL ADDRESS: STREET 1: CORPORATE LAW DIVISION T-55 STREET 2: P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN MUTUAL LIFE INSURANCE CO / MA DATE OF NAME CHANGE: 19940111 S-3/A 1 ds3a.txt AMENDMENT #2 FOR FORM S-3 As filed with the Securities and Exchange Commission on June 11, 2002 Registration No. 333-85488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- JOHN HANCOCK LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) ---------------------------------- Massachusetts 04-1414660 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) John Hancock Life Insurance Company John Hancock Place 200 Clarendon Street Boston, Massachusetts 02116 (617-572-6000) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------------- Arnold R. Bergman, Esq. John Hancock Place 200 Clarendon Street Boston, Massachusetts 02116 (617-572-6000) (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------- Copies to: Michael L. Fantozzi, Esq. James E. Enterkin, Jr., Esq. Steven R. Finley, Esq. R. Mark Chamberlin, Esq. John Hancock Life Insurance Company Gibson, Dunn & Crutcher LLP Mintz, Levin, Cohn, Ferris, Glovsky John Hancock Place 200 Park Avenue and Popeo, P.C. Boston, MA 02116 New York, NY 10166-0193 One Financial Center (617) 572-9215 (212) 351-4000 Boston, MA 02111 (617) 542-6000
Approximate date of commencement of proposed sale to the public: As soon as practicable on or after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.[_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.[X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[_] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated June 11, 2002 PROSPECTUS U.S.$3,000,000,000 [LOGO] JOHN HANCOCK John Hancock Life Insurance Company SignatureNotes/SM/ With Maturities of Nine Months or More from Date of Issue We plan to offer and sell notes with various terms, which may include the following: ... maturity of nine months or more from the date of issue; ... interest at a fixed rate; ... interest payment dates at monthly, quarterly, semi-annual or annual intervals; ... book-entry form (through The Depository Trust Company); ... minimum denominations of U.S.$1,000 or integral multiples of U.S.$1,000; and ... redemption and/or repayment provisions. We will specify the final terms for each note, which may be different from the terms described in this prospectus, in the applicable pricing supplement. You must pay for the notes by delivering the purchase price to an agent, unless you make other payment arrangements. Investing in the notes involves certain risks, including the risk that, due to the absence of an established secondary trading market, notes may have to be held to maturity. See "Risk Factors" on page 5. We may sell notes to the agents as principal for resale at varying or fixed offering prices or through the agents as agent using their reasonable best efforts on our behalf. If we sell all of the notes to or through the agents, we expect to receive aggregate proceeds of between $2,850,000,000 and $2,982,000,000, after paying the agents' discounts and commissions of between $18,000,000 and $150,000,000. We may also sell notes directly on our own behalf without the assistance of the agents. /SM/Service mark of John Hancock Life Insurance Company Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABN AMRO FINANCIAL SERVICES, INC. SIGNATOR INVESTORS, INC. A.G. EDWARDS & SONS, INC. EDWARD JONES & CO., L.P. FIDELITY CAPITAL MARKETS a division of National Financial Services LLC MERRILL LYNCH & CO. MORGAN STANLEY MURIEL SIEBERT & CO., INC. PRUDENTIAL SECURITIES INCORPORATED QUICK & REILLY, INC. SALOMON SMITH BARNEY UBS PAINEWEBBER INC. WACHOVIA SECURITIES , 2002 ------------------- TABLE OF CONTENTS -------------------
Page ---- Summary.............................. 2 Risk Factors......................... 5 Where You Can Find More Information........................ 7 Incorporation of Certain Documents by Reference.......................... 7 Reliance On Information.............. 8 Notice to Residents of California.... 8 Description of John Hancock Life Insurance Company............. 8 Use of Proceeds...................... 9 Description of Notes................. 9 General............................ 9 Glossary........................... 11 Book-Entry; Delivery and Form....... 12 Global Clearance and Settlement Procedures........................ 15
Page ---- Payment of Principal and Interest 16 Redemption....................... 18 Repayment Upon Death (Survivor's Option)........................ 19 Payment of Additional Amounts.... 22 Redemption For Tax Reasons....... 24 United States Federal Taxation.... 25 Covenants......................... 33 Modification of the Indenture..... 35 Defeasance and Covenant Defeasance...................... 36 Events of Default................. 37 The Trustee....................... 38 The Paying Agent.................. 38 Plan of Distribution.............. 38 Legal Opinions.................... 41 Experts........................... 41
1 SUMMARY You should read the more detailed information appearing elsewhere in this prospectus or any accompanying pricing supplement. Unless the context indicates otherwise, the words "JHLIC," "we," "ours" and "us" refer to John Hancock Life Insurance Company and its subsidiaries. All references to "dollars" and "$" in this prospectus are to the currency of the United States. Issuer.......... John Hancock Life Insurance Company. Purchasing Agent ABN AMRO Financial Services, Inc. Title........... SignatureNotes, which we refer to as the notes. This is a new program, commencing in 2002. Amount.......... Up to $3,000,000,000 aggregate initial offering price. Denomination.... Unless otherwise specified in the applicable pricing supplement, we will issue and sell notes in denominations of $1,000 and any integral multiple of $1,000. Ranking......... The notes will be senior notes, ranking equally with all of our other unsecured, unsubordinated debt. As of March 31, 2002, the outstanding principal amount of our unsecured and unsubordinated debt was approximately $270.8 million. The notes will not be secured by any collateral. Maturities...... The notes will mature nine months or more from the date of issue, as specified in the applicable pricing supplement. Interest........ Unless otherwise specified in the applicable pricing supplement: . each note will bear interest from the issue date at a fixed rate, which will be zero in the case of a zero-coupon note; . we will pay interest on each note, other than a zero-coupon note, on either monthly, quarterly, semi-annual or annual interest payment dates and at maturity; and . interest on the notes will be computed on the basis of a 360- day year of twelve 30-day months. Principal....... Unless otherwise provided in the applicable pricing supplement, the principal amount of the notes will be payable on the maturity date of such notes at the corporate trust office of the Trustee or at such other place as we may designate.
2 Redemption and Repayment........ Unless otherwise provided in the applicable pricing supplement: . we will not have the option to redeem the notes prior to the maturity date; and . the notes will not be subject to any sinking fund. The holders of the notes will not have the option to require repayment of the notes prior to the maturity date, except, if indicated in the applicable pricing supplement, following the death of the owner of the note. See "Description of Notes-- Repayment Upon Death (Survivor's Option)." Uncertain Trading Markets.......... SignatureNotes is a new program, with no established trading market, and neither we nor the Agents are under any obligation to make a market in the notes or to list the notes on any exchange. As a result, you may not be able to liquidate your investment in the notes readily at any given time. See "Risk Factors." Form of Notes and Clearance........ Unless otherwise provided in the applicable pricing supplement, the notes will be represented by global securities deposited with or on behalf of the depositary, The Depository Trust Company, and registered in the name of the depositary's nominee. Global notes will be exchangeable for definitive notes only in limited circumstances. See "Description of Notes--Book Entry System." Trustee.......... JPMorgan Chase Bank, Institutional Trust Services, 450 West 33/rd/ Street, 15/th/ Floor, New York, NY 10001, under an indenture dated as of , 2002, which we refer to as the Indenture. Agents........... ABN AMRO Financial Services, Inc.; Signator Investors, Inc.; A.G. Edwards & Sons, Inc.; Edward D. Jones & Co., L.P.; Fidelity Capital Markets (a division of National Financial Services LLC); First Union Securities, Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley & Co. Incorporated; Muriel Siebert & Co., Inc.; Prudential Securities Incorporated; Quick & Reilly, Inc. (a Fleet Boston Financial Company); Salomon Smith Barney Inc.; and UBS PaineWebber Inc.
3 Selling Group Members.......... Broker-dealers and other securities firms that have executed dealer agreements with the Purchasing Agent and have agreed to market and sell the notes in accordance with the terms of these agreements along with all other applicable laws and regulations. For a list of selling group members, you may call 1-800-327-1546 or access the Internet at www.SignatureNote.com. Issuer's Ratio of The following table sets forth our historical ratio of earnings to Earnings to Fixed fixed charges for the periods specified. For the purpose of Charges.......... calculating the ratio of earnings to fixed charges, "earnings" represent income before provision for income taxes plus fixed charges. "Fixed charges" consist of interest expensed and capitalized, amortization of debt issuance costs, amortization of discount on debt, the portion of rental expense that management believes is representative of the interest component of lease expense, and interest credited to policyholders. Because we did not have any preferred stock outstanding during the periods indicated below, our ratio of earnings to combined fixed charges and preference dividends for each relevant period is the same as our ratio of earnings to fixed charges.
For the Year Ended December 31, Q1 2002 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- ---- 1.6 1.5 1.8 1.2 1.5 1.5
If interest credited to policyholders were excluded from "fixed charges" (which we believe would reflect a traditional but less conservative methodology) and our historical ratios of earnings to fixed charges were recalculated on that basis, they would be as follows:
For the Year Ended December 31, Q1 2002 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- ---- 14.7 13.7 18.0 4.0 8.7 8.2
The recalculated ratios above should be used for comparison purposes when considering a potential investment in the notes and potential investments in debt obligations of other issuers who may compute their ratios in a similar manner. 4 - -------------------------------------------------------------------------------- RISK FACTORS - -------------------------------------------------------------------------------- Your investment in the notes will involve a number of risks. You should consider carefully the following risks before you decide that an investment in the notes is suitable for you. This prospectus describes all risks known to us, which we deem material regarding an investment in the notes, but may not describe all of the risks of an investment in the notes. You should consult your own financial, tax and legal advisors regarding the risks and suitability of an investment in the notes in light of your particular circumstances. If We Redeem Your Notes, You May Not be Able to Reinvest the Redemption Proceeds at an Interest Rate as High as the Rate on the Notes If your notes are redeemable at our option, we may choose to redeem them, from time to time, when prevailing interest rates are relatively low. If we do, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. If we have the right to redeem the notes from you, you should consider the related reinvestment risk in light of other investments available to you at the time of your investment in the notes. If the accompanying pricing supplement provides that we have the right to redeem the notes, our ability to redeem the notes at our option is also likely to affect the market value of the notes. In particular, as a redemption date approaches, the market value of your notes generally will not rise substantially above the redemption price because of the optional redemption feature. You May Not be Able to Sell Your Notes at the Time or Price You Desire Many factors independent of our creditworthiness could affect the trading market and market value of your notes. These factors include: ... the method of calculating the principal and interest for the notes; ... the time remaining to the maturity of the notes; ... the outstanding amount of the notes; ... the redemption features of the notes; and ... the level, direction and volatility of market interest rates generally. Before you purchase any notes, you should also consider that SignatureNotes is a new program for which no secondary trading market exists on the date of this prospectus. Neither we nor the Agents are obligated to make a secondary market in the notes, and if such market making commences it may be discontinued at any time. Similarly, neither we nor the Agents are obligated to list or to maintain any listing of the notes on any exchange. Therefore, the liquidity of your investment in the notes may be limited or even nonexistent at the time you wish to sell your notes. If there is a limited number of buyers when you decide to sell your notes, it may affect the price you receive for your notes or your ability to sell your notes at all. 5 Depending on Your Individual Circumstances, United States Tax Rules Regarding Original Issue Discount Notes May Not be Advantageous to You If we should offer what are called original issue discount notes, before purchasing you should consider your tax consequences, and consult your own tax advisor. A United States holder of an original issue discount note that matures more than one year from its date of issuance will be required to include the amount of original issue discount relating to the note in the holder's income as the discount accrues, which may be before the receipt of cash payments attributable to the income. The amount of original issue discount that the holder must include in income will equal the sum of daily allocated amounts of original issue discount for each day of the taxable year on which the holder held the note. See "United States Federal Taxation--Original Issue Discount Notes." If Your Notes Include the Survivor's Option, Annual and Individual Put Limitations on the Survivor's Option May Affect Timing of Payments to Your Estate If the applicable pricing supplement indicates that your notes are entitled to the survivor's option, following your death your estate will have the right to require the early repayment of your notes, either in whole or in part, subject to certain conditions and procedures. Among other things, the survivor's option is subject to (i) the "annual put limitation" which means that we may limit the aggregate principal amount of notes prepaid to all note holders in any calendar year pursuant to exercises of the survivor's option, and (ii) the "individual put limitation" which means that we may limit the principal amount of notes prepaid to any one note holder in any calendar year pursuant to exercises of the survivor's option. Application of either limitation may result in some or all of the requested prepayment being postponed to the next following calendar year, or even to subsequent calendar years if the unpaid balance of such request would exceed either of these limitations for the following year. See "Description of Notes--Repayment on Death (Survivor's Option)." Because the Notes are Not Guaranteed, are Unsecured, and the Indenture Contains No Limit on the Amount of Additional Debt that We May Incur, Our Ability to Make Timely Payments on Your Notes Depends on Our Future Profitability and Cash Flow, Which Could be Affected by the Amount and Terms of Our Future Debt You should consider carefully our creditworthiness before you invest in the notes. The notes are unsecured obligations solely of John Hancock and are not guaranteed by any person, including our parent company John Hancock Financial Services, Inc. Furthermore, neither John Hancock Financial Services, Inc. nor any other person is obligated to provide capital to us. Our ability to make timely payments on our outstanding debt will depend, therefore, on our future profitability and 6 cash flow, on the amount and terms of our outstanding notes, and on the amount and terms of our other obligations. Before investing in the notes, you should also consider that the Indenture does not contain any limitation on the amount of indebtedness that we may issue in the future. As we issue additional notes under the Indenture or incur other debt outside the Indenture, unless our earnings grow in proportion to our debt and other fixed charges, our ability to service the notes on a timely basis may become impaired. - -------------------------------------------------------------------------------- WHERE YOU CAN FIND MORE INFORMATION - -------------------------------------------------------------------------------- We are subject to the information requirements of the Securities Exchange Act of 1934, and file reports and other information with the Securities and Exchange Commission ("SEC"). You may read and copy any reports or other information we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. We have filed with the SEC a Registration Statement on Form S-3 under the Securities Act of 1933 with respect to the notes. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. Certain parts of the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE - -------------------------------------------------------------------------------- The SEC allows us to "incorporate by reference" into this document information we file with the SEC, which means that we can disclose important information to you by referring you to those documents, including our annual, quarterly and current reports, that are considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede this information. These documents contain important information about us and our finances. We incorporate by reference into this prospectus: ... our annual report on Form 10-K for the year ended December 31, 2001 (File No. 333-45862); ... our quarterly report on Form 10-Q for the quarter ended March 31, 2002 (File No. 333-45862); and ... any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we sell all of the securities offered by this prospectus. Documents incorporated by reference into this prospectus may be obtained through the SEC and are available from 7 us without charge. You may obtain documents incorporated by reference in this prospectus by writing or telephoning the Investor Relations Department, at the following address and telephone number: Investor Relations Department John Hancock Life Insurance Company John Hancock Place P.O. Box 111 Boston, Massachusetts 02117 Tel: 617-572-0620 - -------------------------------------------------------------------------------- RELIANCE ON INFORMATION - -------------------------------------------------------------------------------- You should rely only on the information contained in or incorporated by reference in this prospectus or any accompanying pricing supplement. We have not authorized anyone to provide you with different information or to make any additional representations. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus. - -------------------------------------------------------------------------------- NOTICE TO RESIDENTS OF CALIFORNIA - -------------------------------------------------------------------------------- John Hancock Life Insurance Company is licensed and conducts insurance business in all 50 states, the District of Columbia, Puerto Rico and certain other jurisdictions. Consequently, we are regulated by insurance regulators in each such jurisdiction. A number of jurisdictions in the United States require regulated insurance companies to obtain a permit from the insurance regulatory authority of that state prior to offering, selling or issuing securities in the state. We have applied for permits to offer, sell and issue our securities in each such state; however, no such permit has been obtained from the State of California as of the date of this prospectus. Therefore, until further notice from us affirming that a permit has been obtained from the insurance regulator of the State of California, notes may not be offered, sold, purchased, transferred, held, pledged or issued in the State of California, and you will be deemed to have represented and warranted that you are not a resident of, or domiciled in, California. - -------------------------------------------------------------------------------- DESCRIPTION OF JOHN HANCOCK LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- We are John Hancock Life Insurance Company, a stock life insurance company that was organized in 1862 under the laws of the Commonwealth of Massachusetts as "John Hancock Mutual Life Insurance Company." On February 1, 2000, we converted to a stock company by "demutualizing" and changed our name. As part of the demutualization process, we became a subsidiary of John Hancock Financial Services, Inc., a newly-formed publicly-traded corporation. We have authority to transact business in all 50 states, the District of Columbia, Puerto Rico and certain other jurisdictions. As of December 31, 2001, we had approximately $81.1 billion of assets on a consolidated basis. 8 Our principal executive offices are located at John Hancock Place, 200 Clarendon Street, Boston, Massachusetts 02116 (Tel. No. 617-572-6000). - -------------------------------------------------------------------------------- USE OF PROCEEDS - -------------------------------------------------------------------------------- We intend to use the net proceeds from the sale of notes to fund the purchase of financial assets issued or guaranteed primarily by entities unaffiliated with John Hancock. These financial assets will consist primarily of fixed income securities, including short-term investments, public bonds, private placements and commercial mortgages. The investment return on these financial assets, combined with the other financial assets in our general investment account, will be used to fund our liabilities, including the notes. - -------------------------------------------------------------------------------- DESCRIPTION OF NOTES - -------------------------------------------------------------------------------- The terms and conditions in this prospectus will apply to each note unless otherwise specified in the applicable pricing supplement and in the note. In the event of differences between the terms and conditions in this prospectus and the terms and conditions in the applicable pricing supplement, the applicable pricing supplement shall govern. General The notes will be senior notes, ranking equally with all of our other unsecured, unsubordinated debt. Unless otherwise specified in the applicable pricing supplement, we will issue the notes only in the form of one or more global securities registered in the name of a nominee of The Depository Trust Company, as depositary, except as specified in "Book-Entry; Delivery and Form." For more information on certificated and global securities, see "Book-Entry; Delivery and Form." We may offer from time to time up to $3,000,000,000 aggregate initial offering price of notes, on terms to be determined at the time of sale. The notes will mature nine months or more from the date of issue, as determined by the initial purchaser and agreed to by us. The notes will be issued under an Indenture dated as of June __, 2002 (the "Indenture"), between us and JPMorgan Chase Bank, as Trustee (the "Trustee"). The Indenture does not limit the amount of additional unsecured indebtedness ranking equally and ratably with the notes that we may incur. We may, from time to time, without the consent of the holders of the notes, provide for the issuance of notes under the Indenture in addition to the $3,000,000,000 aggregate initial offering price of the notes offered in this prospectus. Each note will bear interest from the issue date at a fixed rate, which may be zero in the case of a zero-coupon note. The notes may be issued as original issue discount notes. An original issue discount note is a note, including any zero-coupon 9 note, that is issued at more than a slight discount from the principal amount payable at maturity. Upon redemption, repayment or acceleration of the maturity of an original issue discount note, normally an amount less than its principal amount will be payable. For additional information regarding payments upon acceleration of the maturity of an original issue discount note and regarding the United States federal income tax consequences of original issue discount notes, see "--Payment of Principal and Interest" and "United States Federal Taxation--Tax Consequences to U.S. Holders--Original Issue Discount Notes." The holders of the notes will not have the option to require repayment of the notes prior to the maturity date, except, if indicated in the applicable pricing supplement, pursuant to the survivor's option (as such term is defined in "Description of Notes--Repayment Upon Death (Survivor's Option)"). The statements in this prospectus concerning the notes and the Indenture summarize all material provisions of the notes and the Indenture; however, because summaries necessarily are not complete you should refer to the provisions in the Indenture. We incorporate some of the provisions and defined terms in the Indenture in this prospectus as a part of the statements we are making, and we qualify the statements in this prospectus in their entirety by the references to the Indenture. Any reference in this prospectus or any applicable pricing supplement to principal or interest or both in respect of the notes will include: ... a reference to any additional amounts which may be payable under the heading "Description of Notes--Payment of Additional Amounts;" ... in relation to zero-coupon notes, the Amortized Face Amount (as such term is defined below in "--Glossary"); and ... any other amounts which may be payable in respect of the notes. All notes issued on the same day and having the same terms, including, but not limited to: ... designation of series; ... currency; ... interest payment dates; ... interest rate; ... maturity date; and ... redemption or survivor's option provisions, may be represented by a single global note. Your beneficial interest in a global note will be shown on, and transfers of your beneficial interest will be effected only through, records maintained by the depositary or its participants. Payments of principal and interest, if any, on the notes represented by a global note will be made by us or our paying agent (the "Paying Agent") to the depositary or its nominee. Unless otherwise specified in the applicable pricing supplement, The Depository Trust Company ("DTC") will be the depositary. See "Book-Entry; Delivery and Form." 10 The principal amount of the notes will be payable at maturity at the Corporate Trust Office of JPMorgan Chase Bank, Institutional Trust Services, 450 West 33/rd/ Street, 15/th/ Floor, New York, NY 10001, or at such other place as we may designate. Initially, we have appointed the Trustee as our Paying Agent. Unless otherwise specified in the applicable pricing supplement: ... the authorized denominations of the notes will be $1,000 and integral multiples of $1,000; ... the notes may not be redeemed by us prior to their maturity date; ... holders of the notes will not be entitled to require us to repay the notes under the survivor's option (see "Description of Notes-Redemption" and "Repayment Upon Death (Survivor's Option)"); and ... the notes will not be subject to any sinking fund. Unless otherwise specified in this prospectus, the pricing supplement relating to each note or notes will describe the following terms: ... the price at which the note will be issued to the public, which we refer to as the issue price; ... the date on which the note will be issued to the public, which we refer to as the issue date; ... the maturity date of the note; ... the interest rate, if any; ... the periods in which any interest will be paid; ... whether the holder of the note will have the survivor's option; ... whether the note may be redeemed at our option, prior to its maturity date, and if so, the terms of the redemption; ... whether such note is a zero-coupon note or other original issue discount note; ... special United States Federal income tax consequences of the purchase, ownership and disposition of the notes, if any; and ... any other terms of the note that do not conflict with the provisions of the Indenture. Glossary You should refer to the Indenture and the form of notes filed as exhibits to the registration statement to which this prospectus relates for the full definition of certain terms used in this prospectus. We have set forth below certain defined terms that are used in this prospectus with respect to the notes. "Amortized Face Amount" with respect to any original issue discount note means the amount equal to the sum of its issue price plus the original issue discount amortized using the "interest method" (computed in accordance with the Generally Accepted Accounting Principles ("GAAP") in effect on the date as of which such amount is calculated) 11 from the issue date to the date as of which such amount is calculated. "Business day" with respect to any note means, unless otherwise specified in the applicable pricing supplement, any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in The City of New York. "Zero-coupon note" means any note bearing zero percent interest from the issue date and issued at an issue price representing a discount from the principal amount payable on the maturity date. Book-Entry; Delivery and Form Upon issue, all notes having the same issue date, interest rate, if any, amortization schedule, if any, maturity date and other terms, if any, will be represented by one or more fully registered global notes; provided, however, that no single global note will exceed $500,000,000. Each global note will be deposited with, or on behalf of, DTC or another depositary (DTC or such other depositary as is specified in the applicable pricing supplement is referred to as "DTC" or the "Depositary") and registered in the name of the depositary's nominee. As long as DTC or another depositary's nominee is the registered owner of the global note, this nominee for all purposes will be considered the sole owner or holder of the notes under the Indenture. Therefore, except as provided below, you will not: ... be entitled to have any of the notes registered in your name; ... receive or be entitled to receive physical delivery of the notes in definitive form; or ... be considered the owner or holder of the notes under the Indenture. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions that are direct participants in DTC acting on behalf of beneficial owners of the notes. If we decide to issue notes outside the United States, we may arrange for non-United States holders to hold interests in the global notes through either DTC or Clearstream Banking, societe anonyme, Luxembourg, formerly Cedelbank, or Euroclear Bank S.A./NV, as operator of the Euroclear system if they are participants of such systems directly, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositary's name on the books of DTC. Except as set forth below, the global notes may be transferred, in whole and not in part, only to DTC, another nominee of DTC or to a successor of DTC or its nominee. 12 DTC has advised us as follows: it is a limited-purpose trust company which was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between participants in such securities through electronic book-entry changes in accounts of its participants. "Participants" include: ... securities brokers and dealers, including the agents; ... banks and trust companies; ... clearing corporations; and ... certain other organizations. Access to DTC's system is also available to indirect participants such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a direct participant. Persons who are not participants may beneficially own securities held by DTC only through direct or indirect participants. DTC has advised us that pursuant to procedures established by it: ... upon issuance of the notes represented by a global note, DTC will credit the account of participants designated by the agents with the principal amounts of the notes purchased by the agents; and ... ownership of beneficial interests in the global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to participants' interests), and by the direct and indirect participants (with respect to the owners of beneficial interests in the global note). Neither we, the Trustee, any Paying Agent nor DTC will have actual knowledge of the owners of beneficial interests in the global notes, nor any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Except as otherwise set forth in a pricing supplement, principal and interest payments on the notes registered in the name of DTC's nominee will be made by the Paying Agent to DTC's nominee as the registered owner of the global note. Under the terms of the Indenture, we and the Paying Agent will treat the persons in whose names the notes are registered as the owners of the notes for the purpose of receiving payment of principal and interest, if any, on the notes and for all other purposes whatsoever. Therefore, we do not have, and neither the Trustee nor any Paying Agent has, any direct responsibility or liability for the payment of principal or interest on the notes to owners of beneficial interests in the global note. DTC has advised us and the Paying Agent that its present practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the participants with such 13 payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the global note as shown on the records of DTC. Payments by direct and indirect participants to owners of beneficial interests in the global note will be the responsibility of such direct and indirect participants and will be governed by their standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Clearstream has advised us that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations. Clearstream facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, eliminating the need for physical movement of certificates. Clearstream provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Distributions, to the extent received by the U.S. depositary for Clearstream, with respect to the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures. Euroclear has advised us that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./NV (the "Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. The Euroclear Operator has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking Commission. 14 Title to book-entry interests in the notes will pass by book-entry registration of the transfer within the records of Euroclear, Clearstream or DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the notes may be transferred within Euroclear and within Clearstream and between Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and Clearstream. Book-entry interests in the notes may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of book-entry interests in the notes between Euroclear and Clearstream and DTC may be effected in accordance with procedures established for this purpose by Euroclear, Clearstream and DTC. In the event definitive notes are issued, the holders thereof will be able to receive payments thereon and effect transfers thereof at the offices of the Trustee or if notes then outstanding had been held through Clearstream or Euroclear, at the offices of a Luxembourg Paying Agent chosen by us. Individual certificates in respect of notes will not be issued in exchange for the global notes, except in very limited circumstances. If Euroclear, Clearstream or DTC notifies us that it is unwilling or unable to continue as a clearing system in connection with a global note or, in the case of DTC only, DTC ceases to be a clearing agency registered under the Exchange Act, and in each case we do not appoint a successor clearing system within 90 days after receiving such notice from Euroclear, Clearstream or DTC or on becoming aware that DTC is no longer so registered, we will issue or cause to be issued individual certificates in registered form on registration of, transfer of, or in exchange for, book-entry interests in the notes represented by the global note upon delivery of the global note for cancellation. In addition, we may at any time determine not to have the notes represented by the global note and, in such event, will issue notes in definitive form in exchange for the global note. In either instance, an owner of a beneficial interest in a global note will be entitled to have notes equal in principal amount to the beneficial interest registered in its name and will be entitled to physical delivery of the notes in definitive form. Notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons. No service charge will be made for any transfer or exchange of the notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Global Clearance and Settlement Procedures Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC's rules. 15 Secondary market trading between Clearstream participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds. Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream or Euroclear participants, on the other, will be effected in DTC in accordance with its rules on behalf of the relevant European international clearing system. However, a cross-market transfer will require delivery of instructions to the relevant European international clearing system, by the counterparty in such European international clearing system, in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to their U.S. depositary. Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the depositary settlement date. Credits or any transactions of the type described above settled during subsequent securities settlement processing will be reported to the relevant Euroclear or Clearstream participants on the business day that the processing occurs. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the depositary settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC. Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures and such procedures may be changed or discontinued at any time. Payment of Principal and Interest Payments of principal and interest, if any, with respect to global securities will be paid in immediately available funds to DTC or its nominee. See "Book-Entry; Delivery and Form." Payments of interest, if any (other than interest payable at maturity or upon redemption, 16 repayment or acceleration of all or any portion of the principal or Amortized Face Amount of any certificated note (other than a global note)) with respect to any certificated notes (other than a global note) will be paid by check mailed to the address of the person entitled to the payment as it appears in the security register. Payments of principal and interest at maturity or upon redemption, repayment or acceleration of all or any portion of the principal or Amortized Face Amount of any certificated note (other than a global note) will be made by check upon presentation and surrender of such note to the Paying Agent, together with interest, if any, payable at maturity or upon redemption, repayment or acceleration. Unless the applicable pricing supplement states otherwise: ... if we redeem any original issue discount note as described under "Redemption," ... if we repay any original issue discount note at the option of the holder as described under "Repayment Upon Death (Survivor's Option)," or ... if the principal of any original issue discount note is declared to be due and payable immediately as described in "Events of Default," the amount of principal due and payable with respect to the original issue discount note shall be limited to the sum of its issue price plus the original issue discount amortized using the "interest method" (computed in accordance with GAAP in effect on the date as of which such amount is calculated) from the issue date to the date as of which such amount is calculated. Each note, other than a zero-coupon note, will bear interest from and including the date of issue, or in the case of notes issued upon registration of transfer or exchange from and including the most recent interest payment date to which interest on such note has been paid or duly provided for. Interest will be payable at the fixed rate per year stated in such note and in the applicable pricing supplement until the principal of such note is paid or made available for payment. Interest will be payable on each interest payment date and at maturity. Interest will be payable to the person in whose name a note is registered at the close of business on the regular record date next preceding each interest payment date; provided, however, that interest payable at maturity or upon redemption, repayment or acceleration prior to the next scheduled interest payment date will be payable to the person to whom principal is payable. The first payment of interest on any note originally issued between a regular record date and an interest payment date will be made on the interest payment date following the next succeeding regular record date to the registered owner of such note on such next succeeding regular record date. If the interest payment date or the maturity for any note falls on a day that is not a business day, the payment of principal and interest may be made on the next succeeding business 17 day, and no interest on such payment shall accrue for the period from such interest payment date or maturity, as the case may be. Unless the applicable pricing supplement states otherwise, interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. Unless otherwise specified in the applicable pricing supplement, the interest payment dates for a note, other than a zero-coupon note, will be as follows:
Interest Payments Interest Payment Dates ----------------- ------------------------- Monthly....... Fifteenth day of each calendar month commencing in the first succeeding calendar month following the month in which the note is issued. Quarterly..... Fifteenth day of every third month commencing in the third succeeding calendar month following the month in which the note is issued. Semi-annual... Fifteenth day of every sixth month commencing in the sixth succeeding calendar month following the month in which the note is issued. Annual........ Fifteenth day of every twelfth month commencing in the twelfth succeeding calendar month following the month in which the note is issued.
The regular record date with respect to any interest payment date will be the date 15 calendar days prior to such interest payment date, whether or not such date is a business day. The interest rates on the notes may differ depending upon, among other things, prevailing market conditions at the time of issuance as well as the aggregate principal amount of notes issued in any single transaction. Although we may change the interest rates and other variable terms of the notes from time to time, no change will affect any note already issued or as to which we have accepted an offer to purchase. Redemption Unless otherwise provided in the applicable pricing supplement: ... we will not have the option to redeem the notes and the holders will not have the option to require repayment of the notes prior to the maturity date; ... the notes will not be subject to any sinking fund; and ... if less than all of the notes with like tenor and terms are to be redeemed, the notes to be redeemed shall be selected by the Trustee by lot or other method that the Trustee deems fair and appropriate. If applicable, the pricing supplement relating to each note will indicate that the note will be redeemable at our option on a date or dates specified prior to its 18 maturity date and, unless otherwise specified in the pricing supplement, at a price equal to 100% of the principal amount of the note, together with accrued interest to the date of redemption, unless such note was issued with original issue discount, in which case the pricing supplement will specify the amount payable upon such redemption. We may redeem any of the notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice. If applicable, we will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with any repurchase. We may at any time purchase notes (including those otherwise tendered for repayment by you, or your duly authorized representative, pursuant to the survivor's option) at any price or prices in the open market or otherwise. Notes purchased by us may, at our discretion, be held or resold or surrendered to the Trustee for cancellation. Repayment Upon Death (Survivor's Option) If the pricing supplement relating to a note so states, the holder of the note will have the right to require us to repay a note prior to its maturity date upon the death of the beneficial owner of the note as described below. We call this right the "survivor's option." Upon exercise of the survivor's option, we will, at our option, either repay or purchase any note properly delivered for repayment by or on behalf of the person that has authority to act on behalf of the deceased beneficial owner of the note at a price equal to the sum of: ... 100% of the principal amount of such note (or, for zero-coupon notes, the Amortized Face Amount on the date of such repayment), and ... accrued and unpaid interest, if any, to the date of such repayment, subject to the following limitations. Unless otherwise provided in the applicable pricing supplement, the survivor's option may not be exercised until at least 12 months following the date of original issue of the applicable notes. In addition, we may limit the aggregate principal amount of notes as to which the survivor's option may be exercised as follows: ... In any calendar year, we may limit the aggregate principal amount to the greater of (a) 1% of the outstanding aggregate principal amount of the notes having the survivor's option right as of December 31 of the most recently completed year or (b) $1,000,000. We call this limitation the "annual put limitation." 19 ... For any individual deceased beneficial owner of notes, we may limit the aggregate principal amount to $200,000 for any calendar year. We call this limitation the "individual put limitation." We will not make principal repayments pursuant to the exercise of the survivor's option in amounts that are less than $1,000 or in amounts other than multiples of $1,000. If the limitations described above would result in the partial repayment of any note, the principal amount of the note remaining outstanding after repayment must be at least $1,000. Each note delivered pursuant to a valid exercise of the survivor's option will be accepted promptly in the order all such notes are delivered, unless the acceptance of that note or a portion of the note would contravene the annual put limitation or the individual put limitation. If, as of the end of any calendar year, the aggregate principal amount of notes that have been accepted pursuant to exercise of the survivor's option during that year has not exceeded the annual put limitation for that year, any notes, or portions of notes, not accepted during that calendar year because of the individual put limitation will be accepted in the order all such notes, or portions of notes, were delivered, to the extent that any such acceptance would not trigger the annual put limitation for such calendar year. Any note or portion of a note accepted for repayment pursuant to exercise of the survivor's option will be repaid no later than the next following scheduled interest payment date for the affected notes which is at least 20 calendar days after the date of acceptance (in the case of a zero-coupon note, the repayment schedule will be set forth on the applicable pricing supplement). If that date is not a business day, payment will be made on the next succeeding business day. Each note or portion of a note delivered for repayment that is not accepted in any calendar year due to the application of the annual put limitation or the individual put limitation will be deemed to be delivered in the following calendar year in the order in which all such notes were originally delivered, unless any such note or portion of a note is withdrawn by the representative for the deceased beneficial owner. In the event that a note or portion of a note delivered for repayment pursuant to valid exercise of the survivor's option is not accepted because of the application of the annual put limitation or the individual put limitation, the Trustee will deliver a notice by first-class mail to the representative of the deceased beneficial owner that states the reason that the note or portion of a note has not been accepted for repayment. Following receipt of such notice from the Trustee, the representative for the deceased beneficial owner may withdraw its exercise of the survivor's option, but only with respect to the portion of such note that was not paid because of the application of the annual put limitation or the individual put limitation, as long as such withdrawal is received by the Trustee on the earlier of 20 (i) 90 days from the date of receipt by the representative for the deceased beneficial owner of notice from the Trustee that the note or a portion of the note will not be accepted for repayment or (ii) the regular record date for the next scheduled interest payment date, if any, on the notes. Other than as described in the immediately preceding sentence, notes delivered upon exercise of the survivor's option may not be withdrawn. All questions as to the eligibility or validity of any exercise of the survivor's option will be determined by us in our sole discretion. Our determination will be final and binding on all parties. The death of a person owning a note in joint tenancy or tenancy by the entirety will be deemed the death of the beneficial owner of the note, and the entire principal amount of the note so held will be subject to the survivor's option. The death of a person owning a note by tenancy in common will be deemed the death of the beneficial owner of a note only with respect to the deceased holder's interest in the note so held by tenancy in common. However, if a note is held by husband and wife as tenants in common, the death of either will be deemed the death of the beneficial owner of the note, and the entire principal amount of the note so held will be subject to the survivor's option. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a note will be deemed the death of the beneficial owner for purposes of the survivor's option, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee and us. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and trust arrangements where one person has substantially all of the beneficial ownership interest in the note during his or her lifetime. In the case of repayment pursuant to the exercise of the survivor's option, for notes represented by a global security, DTC or its nominee will be the holder of such note and therefore will be the only entity that can exercise the survivor's option for such note. To obtain repayment pursuant to exercise of the survivor's option with respect to a note represented by a global security, the representative must provide to the broker or other entity through which the beneficial interest in the note is held by the deceased owner: ... a written request for repayment signed by the representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company having an office or correspondent in the United States; 21 ... appropriate evidence satisfactory to the Trustee and us that the representative has authority to act on behalf of the deceased beneficial owner, the death of the beneficial owner has occurred and the deceased was the owner of a beneficial interest in the note at the time of death; ... instructions to the broker or other entity to notify DTC of its desire to obtain repayment pursuant to exercise of the survivor's option; ... a detailed description of the note, including the CUSIP number; and ... the deceased's social security number. The broker or other entity will provide to the Trustee: ... a written request for repayment signed by the representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the NASD or a commercial bank or trust company having an office or correspondent in the United States; ... appropriate evidence satisfactory to us and the Trustee that the representative has authority to act on behalf of the deceased beneficial owner, the death of the beneficial owner has occurred and the deceased was the owner of a beneficial interest in the note at the time of death; ... a certificate or letter satisfactory to the Trustee from the broker or other entity stating that it represents the deceased beneficial owner, and describing the deceased's beneficial interest in the note; and ... a detailed description of the note, including the CUSIP number. The broker or other entity will be responsible for disbursing any payments it receives pursuant to exercise of the survivor's option to the appropriate representative. See "Book-Entry; Delivery and Form." In order to validly exercise a survivor's option for a certificated note (other than a global note) the representative must deliver to the Trustee the same information, noted above, to be delivered to the broker or other entity for exercise of such right for a global note (other than instructions to notify DTC), plus the note, a properly executed assignment of the note, and evidence of beneficial ownership of any note held in nominee name. Payment of Additional Amounts The notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading "Payment of Additional Amounts" and under the heading "--Redemption for Tax Reasons," we will not be required to make any payment to noteholders with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein. 22 If we decide to issue notes outside of the United States, either in whole or in part as part of a global note, and if we so indicate in the applicable pricing supplement, we will pay to the holder of any such note who is a person who is a Non- U.S. Holder (as defined in "United States Federal Taxation--Tax Consequences to U.S. Holders," below) such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment in respect of the principal or interest, if any, on such note, after deduction or withholding by us or any Paying Agent for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in the note to be then due and payable before any such deduction or withholding for or on account of any such tax, assessment or governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to: (a) any tax, assessment or other governmental charge which would not have been so imposed but for: ... the existence of any present or former connection between the holder (or a fiduciary, settlor, beneficiary, member, or shareholder of, or holder of a power over, the holder, if the holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, the holder (or the fiduciary, settlor, beneficiary, member, shareholder of, or holder of a power) being or having been a citizen or resident or treated as a resident being or having been engaged in a trade or business or being or having been present or having or having had a permanent establishment in the United States or ... the holder's present or former status as a personal holding company or foreign personal holding company or controlled foreign corporation for United States Federal income tax purposes or corporation which accumulates earnings to avoid United States Federal income tax; (b) any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder of the note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (c) any estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar tax, assessment or governmental charge; (d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments in respect of principal of or interest, if any, on any note; (e) any tax, assessment or other governmental charge imposed on interest 23 received by a holder or beneficial owner of a note who actually or constructively owns 10% or more of the total combined voting power of all of our classes of stock entitled to vote within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as amended; (f) any tax, assessment or other governmental charge imposed as a result of the failure to comply with: ... certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the note, if compliance is required by statute, or by regulation of the United States Treasury Department, as a precondition to relief or exemption from such tax, assessment or other governmental charge (including backup withholding); or ... any other certification, information, documentation, reporting or other similar requirements under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such tax, assessment or other governmental charge; (g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of the principal of or interest, if any, on any note, if such payment can be made without such withholding by at least one other Paying Agent; or (h) any combination of items (a), (b), (c), (d), (e), (f) or (g), nor will such Additional Amounts be paid to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the note to the extent a settlor or beneficiary with respect to the fiduciary or a member of such partnership or a beneficial owner of the note would not have been entitled to payment of the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of the note. As used under this heading "Payment of Additional Amounts" and under the headings "--Redemption for Tax Reasons" and "United States Federal Taxation--Tax Consequences to Non-United States Persons," the term "United States" means the United States of America (including the States and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction. Redemption for Tax Reasons If, as a result of: ... any change in or amendment to the laws (including any regulations or rulings promulgated thereunder) of the United States or any political subdivision affecting taxation, which becomes effective after the issue date of the first note of the applicable tranche or series; 24 ... any change in or amendment to the official application or interpretation of such laws, which change, amendment, application or interpretation is announced or becomes effective after the issue date of the first note of the applicable tranche or series; or ... any action taken by any taxing authority of the United States which action is taken or becomes generally known after the issue date of the first note of the applicable tranche or series, or any commencement of a proceeding in a court of competent jurisdiction in the United States after such date, whether or not such action was taken or such proceeding was brought with respect to us; we, in the written opinion of independent legal counsel of recognized standing addressed to us, become obligated to pay Additional Amounts (as described above under "Description of Notes--Payment of Additional Amounts"), and we, in our business judgment, determine that such obligation cannot be avoided by the use of reasonable measures available to us, not including assignment of the notes, the notes of any affected tranche or series may be redeemed, as a whole but not in part, at our option at any time thereafter, upon notice to the Trustee and the holders of the notes in accordance with the provisions of the Indenture at a redemption price equal to 100% of the principal amount (or Amortized Face Amount in the case of a original issue discount note) of the notes to be redeemed together with accrued interest thereon to the date fixed for redemption. - -------------------------------------------------------------------------------- UNITED STATES FEDERAL TAXATION - -------------------------------------------------------------------------------- General In the opinion of our counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., subject to the limitations and qualifications described below, the following are the material United States Federal income and certain estate tax consequences of the ownership and disposition of the notes by an original holder purchasing notes at the "issue price" (as defined below) and holding the notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). The following does not discuss all United States Federal income tax consequences that may be applicable to you. In particular, if you are: ... a financial institution; ... an insurance company; ... a dealer in securities; ... a person holding notes as part of a "straddle," conversion transaction, hedging or other integrated transaction; ... a U.S. Holder whose functional currency (as defined in Section 985 of the Code) is not the U.S. dollar; ... a partnership, or other entity classified as a partnership for United States Federal income tax purposes; or 25 ... a person subject to the alternative minimum tax, you may be subject to special rules. In addition, the United States Federal income tax consequences of a particular note will depend, in part, on the terms of the note. We advise you to consult your own tax advisors with regard to the application of the United States Federal income and estate tax laws to your particular situation and any tax consequences arising under the laws of any state, local or foreign tax jurisdiction. These opinions are based on the Code, United States Treasury Regulations (including proposed and temporary regulations) promulgated under the Code, rulings, official pronouncements and judicial decisions as of the date of this prospectus. You should know that the authorities on which these opinions are based are subject to change or differing interpretations, which could apply retroactively, and could result in United States Federal income tax consequences for you that are different from those discussed below. Tax Consequences to U.S. Holders For purposes of the following discussion, "U.S. Holder" means a beneficial owner of a note that is for United States Federal income tax purposes: ... a citizen or resident of the United States; ... a corporation, or other entity treated as a corporation for United States Federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; ... an estate the income of which is subject to United States Federal income taxation regardless of its source; or ... a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more United States persons have authority to control all substantial decisions of the trust as well as certain electing trusts. The term U.S. Holder also includes certain former citizens of the United States. A Non-United States Person is a person who is not a U.S. Holder. Payments of Interest Stated interest on a note will be taxable to a U.S. Holder as ordinary interest income at the time it is accrued or is received in accordance with the U.S. Holder's method of accounting for Federal income tax purposes unless such holder is tax exempt. All payments of interest on a note that matures one year or less from its date of issuance will be included in the stated redemption price at the maturity of the note and will be taxed in the manner described below under "Original Issue Discount Notes". 26 Special rules governing the treatment of interest paid with respect to original issue discount notes (as defined below) are described under "Original Issue Discount Notes" below. Original Issue Discount Notes The following opinions are generally based upon the Treasury Regulations concerning the treatment of debt instruments issued with original issue discount notes (the "OID Regulations"). Under the OID Regulations, a note that has an "issue price" that is less than its stated redemption price at maturity will be considered to have been issued at an original issue discount, subject to the de minimis rule discussed below. The "issue price" of a note is equal to the first price to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of the notes is sold for money. The stated redemption price at maturity of a note is equal to the sum of all payments to be made on the note other than "qualified stated interest" payments. With respect to a note, "qualified stated interest" is stated interest unconditionally payable in cash or property (other than our debt instruments) at least annually during the entire term of the note and equal to the outstanding principal balance of the note multiplied by a single fixed rate of interest. Notwithstanding the definition of original issue discount above, a note will not be considered to have been issued with an original issue discount if the amount of such original issue discount is less than a slight amount generally equal to 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity. Holders of notes with less than a slight amount of original issue discount will be required to include such original issue discount in income, as capital gain, on a pro rata basis as principal payments are made on the note. A U.S. Holder of an original issue discount note (other than certain U.S. Holders of Short-Term Original Issue Discount Notes, as defined below) will be required to include qualified stated interest in income at the time it is received or accrued in accordance with such U.S. Holder's method of accounting. A U.S. Holder of an original issue discount note that matures more than one year from its date of issuance will be required to include original issue discount in income as it accrues, in accordance with a constant yield method based on a compounding of interest, before the receipt of cash payments attributable to such income. The amount of original issue discount includible in income will be equal to the sum of the "daily portions" of the original issue discount for each day during the taxable year on which the U.S. Holder held such 27 note. The "daily portion" is the original issue discount for the "accrual period" that is allocated ratably to each day in the accrual period. The original issue discount for an accrual period will be equal to the excess, if any, of (a) the product of the "adjusted issue price" of an original issue discount note at the beginning of such accrual period and its "yield to maturity" over (b) the amount of any qualified stated interest allocable to the accrual period. The "accrual period" is any period not to exceed one year provided that each payment of principal or interest occurs either on the first or the final day of the accrual period. We will specify the accrual period we intend to use in the applicable pricing supplement but a U.S. Holder is not required to use the same accrual period for purposes of determining the amount of original issue discount includible in its income for a taxable year. The adjusted issue price of a note at the beginning of an accrual period will be equal to the issue price of the note, increased by the aggregate amount of original issue discount with respect to the note that accrued in prior accrual periods and was previously includible in the income of a U.S. Holder, and reduced by the amount of any payments on the note in prior accrual periods other than payments of qualified stated interest. Under these rules, U.S. Holders will have to include in income increasingly greater amounts of original issue discount in successive accrual periods. Under the OID Regulations, a U.S. Holder will have the option to make an election (the "Constant Yield Election") to include in gross income all interest that accrues on a note (including stated interest, original issue discount and a slight amount of original issue discount) in accordance with a constant yield method based on the compounding of interest. Special rules apply to such election and U.S. Holders considering such an election should consult their own tax advisors. A cash method U.S. Holder of an original issue discount note that matures one year or less from its date of issuance (a "Short-Term Original Issue Discount Note") is not required to accrue original issue discount on the note for United States Federal income tax purposes unless it elects to do so. U.S. Holders who make such an election, U.S. Holders who report income for United States Federal income tax purposes on the accrual method and certain other U.S. Holders, will be required to include original issue discount (including stated interest, if any) in income on such Short-Term Original Issue Discount Notes as it accrues on a straight-line basis, unless an election is made to use the constant yield method (based on a daily compounding). In the case of a U.S. Holder who is not required and does not elect to include original issue discount in income currently, any gain realized on the sale, exchange or redemption of the Short Term Original Issue Discount Note will be ordinary income to the extent of the original issue discount accrued. In addition, such U.S. Holder will be required to defer deductions for any 28 interest paid on indebtedness incurred to purchase or carry Short-Term Original Issue Discount Notes in an amount not exceeding the deferred interest income, until such deferred interest income is recognized. We may have the option to redeem certain notes prior to the maturity date, or a U.S. Holder may have the option to require the notes to be repaid prior to the maturity date (i.e., notes with a survivor's option). Notes containing such features may be subject to rules that differ from the general rules discussed above. U.S. Holders intending to purchase notes with any such features should carefully examine the applicable pricing supplement and should consult with their own tax advisors with respect to such features. Sale, Exchange or Redemption of the Notes Upon the sale, exchange or redemption of a note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or redemption (other than amounts representing interest which will be treated as interest as described under "Payments of Interest" above) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note will be the U.S. dollar cost of the note to the U.S. Holder, increased by the amount of any original issue discount previously includible in income by the U.S. Holder with respect to the note and reduced by any principal payments received by the U.S. Holder and, in the case of an original issue discount note, by the amounts of any other payments that do not constitute qualified stated interest. Gain or loss realized on the sale, exchange or redemption of a note will be capital gain or loss (except in the case of a Short-Term Original Issue Discount Note, to the extent of any original issue discount not previously included in such U.S. Holder's taxable income). Such gain will be long-term capital gain in the event the U.S. Holder has owned the note for more than one year. In addition, if the notes are modified in certain material respects, such modification may be treated as a sale or exchange of the notes for newly issued notes. Prospective investors should consult their tax advisors regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates) and losses (the deductibility of which is subject to limitations). If a U.S. Holder disposes of only a portion of a note pursuant to a redemption or repayment (pursuant to the survivor's option, if applicable), such disposition will be treated as a pro rata prepayment in retirement of a portion of a debt instrument. The resulting gain or loss would be calculated by assuming that the original note being tendered consists of two instruments, one that is retired (or repaid), and one that remains 29 outstanding. The adjusted issue price, the U.S. Holder's adjusted basis, and the accrued but unpaid original issue discount of the original note, determined immediately before the disposition, would be allocated between these two instruments based on the portion of the instrument that is treated as retired by the pro rata prepayment. Backup Withholding and Information Reporting Backup withholding and information reporting requirements may apply to certain payments of principal and interest (including original issue discount) on a note, and to payments of proceeds of the sale or redemption of a note, to certain non-corporate U.S. Holders. We, our agent, a broker, the relevant Trustee or any Paying Agent, as the case may be, will be required to withhold a tax equal to 30 percent or other rate provided under Section 3406(a)(i) of the Code (the backup withholding tax) from any such payment if the U.S. Holder fails to furnish or certify his correct taxpayer identification number (social security number or employer identification number) to the payor in the manner required, fails to certify that such U.S. Holder is exempt from backup withholding, or otherwise fails to comply with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder may be credited against such holder's United States Federal income tax and may entitle such holder to a refund, provided that the required information is furnished to the United States Internal Revenue Service. Tax Consequences to Non-United States Persons Income and Withholding Tax Subject to the discussion of backup withholding below: (a) payments of principal and interest (including original issue discount, if any) on a note to any Non-United States Person will not be subject to United States Federal withholding tax provided that, in the case of interest: (1) (i) the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote, (ii) the holder is not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership; and (iii) either (A) the beneficial owner of the note certifies (generally on an IRS Form W-8BEN) to the person otherwise required to withhold United States Federal income tax from such interest, under penalties of perjury, that it is not a United States person and provides its name and address or (B) a securities clearing organization, bank or other financial institution that holds customers' 30 securities in the ordinary course of its trade or business (a "financial institution") and holds the note, certifies to the person otherwise required to withhold United States Federal income tax from such interest, under penalties of perjury, that the above statement has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof; (2) the beneficial owner is entitled to the benefits of an income tax treaty under which the interest is exempt from United States Federal withholding tax and the beneficial owner of the note or such owner's agent provides an IRS Form W-8BEN claiming the exemption; or (3) the beneficial owner conducts a trade or business in the United States to which the interest is effectively connected and the beneficial owner of the note or such owner's agent provides an IRS Form W-8ECI; provided that in each such case, the relevant certification or IRS Form is delivered pursuant to applicable procedures and is properly transmitted to the person otherwise required to withhold United States Federal income tax, and none of the persons receiving the relevant certification or IRS Form has actual knowledge that the certification or any statement on the IRS Form is false; (b) a Non-United States Person will not be subject to United States Federal withholding tax on any gain realized on the sale, exchange or other disposition of a note unless the gain is effectively connected with such holder's trade or business in the United States or, in the case of an individual, the holder is present in the United States for 183 days or more in the taxable year in which the sale, exchange or other disposition occurs and certain other conditions are met; and (c) a note owned by an individual who at the time of death is not, for United States Federal estate tax purposes, a citizen or resident of the United States will not be subject to United States Federal estate tax as a result of such individual's death if the individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote and, at the time of such individual's death, the income on the note would not have been effectively connected with a U.S. trade or business of the individual. If a Non-United States Person holding a note is engaged in a trade or business in the United States, and if interest (including original issue discount, if any) on the note (or gain realized on its sale, exchange or other disposition) is effectively connected with the conduct of such trade or business, such holder, although exempt from the withholding tax discussed in the preceding paragraphs, will be subject to regular United States income tax on such effectively connected income in the same manner as if it were a U.S. Holder (see "Tax Consequences to U.S. Holders" above). Such a holder will also need to 31 provide a United States taxpayer identification number on the forms referred to in paragraph (a) above in order to meet the requirements set forth above. In addition, if such holder is a foreign corporation, it will be subject to a 30% branch profits tax (unless reduced or eliminated by an applicable treaty) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments. For purposes of the branch profits tax, interest on, and any gain recognized on the sale, exchange or other disposition of, a note will be included in the effectively connected earnings and profits of such holder if such interest or gain, as the case may be, is effectively connected with the conduct by such holder of a trade or business in the United States. Each holder of a note should be aware that if it does not properly provide the required IRS form, or if the IRS form (or, if permissible, a copy of such form) is not properly transmitted to and received by the United States person otherwise required to withhold United States Federal income tax, interest on the note may be subject to United States withholding tax at a 30% rate and the holder will not be entitled to any additional amounts from us described under the heading "Description of Notes--Payment of Additional Amounts" with respect to such tax. Such tax, however, could be allowed as a refund or as a credit against such holder's United States Federal income tax. The foregoing does not deal with all aspects of Federal income, estate and withholding tax that may be relevant to Non-United States Persons holding the notes. Potential investors are advised to consult their own tax advisors for specific advice concerning the ownership and disposition of notes. Backup Withholding and Information Reporting Information returns will be filed with the United States Internal Revenue Service in connection with payments on the notes and the proceeds from a sale or other disposition of the notes. You may be subject to a United States backup withholding tax on these payments unless you comply with certification procedures to establish that you are not a United States person for United States Federal income tax purposes. The certification procedures required to claim the exemption from withholding tax on interest and original issue discount described above will satisfy the certification requirements necessary to avoid the backup withholding tax, provided that we, our agent, a broker, the relevant Trustee or our Paying Agent, as the case may be, do not have actual knowledge that the payee is a United States person for United States Federal income tax purposes. The amount of any backup withholding from a payment to you will be allowed as a credit against your United States Federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the Internal Revenue Service. 32 - -------------------------------------------------------------------------------- COVENANTS - -------------------------------------------------------------------------------- Limitation on Secured Indebtedness The notes are not secured by mortgage, pledge or other lien. However, subject to certain significant exceptions described below, we will covenant that so long as any of the notes remain outstanding, we will not mortgage, pledge or otherwise subject any asset to any lien to secure Indebtedness unless the notes are secured equally and ratably with such Indebtedness by lien on such asset, for so long as such Indebtedness remains outstanding. This covenant does not apply to any asset allocated to a separate investment account. Furthermore, this covenant does not apply to: ... liens which attach concurrently with or within 90 days after the acquisition or commencement of construction or improvement of an asset, which secure obligations incurred or assumed for the purpose of financing the cost of such acquisition, construction or improvement; ... liens on any asset of any corporation which exist at the time such corporation is merged or consolidated with JHLIC or to which all or substantially all of the assets of JHLIC are transferred and which were not created in contemplation of such merger, consolidation or transfer; ... liens on any asset which exist prior to the acquisition of such asset and which were not created in contemplation of its acquisition; ... liens on any asset if recourse on the related Indebtedness is limited to such asset; ... liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness (as defined below) secured by any of the foregoing permitted liens; ... liens on Permitted Collateralization Assets, as defined below; ... liens arising out of loans of securities, repurchase agreements, reverse repurchase agreements, or swap contracts entered into in the ordinary course of business; ... liens arising in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and other similar contracts entered into in the ordinary course of business; ... easements, rights-of-way and similar liens or encumbrances on real property that do not in the aggregate materially impair the use of such property; ... liens securing obligations owed by us to one or more of our subsidiaries; and ... other liens that secure Indebtedness in an aggregate amount not exceeding 15% of Consolidated Net Tangible Assets. For purposes of this covenant, "Consolidated Net Tangible Assets" means our total assets appearing on our most recent consolidated quarterly balance sheet, prepared in accordance 33 with generally accepted accounting principles, less each of the following as shown on such balance sheet: (a) all short-term debt, dividends payable to policyholders, and unpaid claims and claim expense reserve, (b) all goodwill, tradenames, trademarks, licenses, patents and copyrights, (c) all deferred policy acquisition costs, and (d) all assets allocated to separate accounts. For purposes of this covenant, "Indebtedness" means: ... all obligations of ours for borrowed money evidenced by bonds, debentures, notes or other similar instruments, ... all obligations of ours to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, ... all obligations of ours as a lessee which are capitalized in accordance with generally accepted accounting principles, ... all non-contingent obligations of ours to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, ... all debt of others which would be Indebtedness under this definition if incurred by us, if the debt is secured by a lien on our general assets, whether or not we assume the debt, ... any guarantee by us of debt of others which would be Indebtedness under this definition if incurred directly by us, and ... all redeemable preferred stock issued by us other than any such preferred stock redeemable at our sole option; provided that the term Indebtedness shall not include (a) obligations for which recourse for payment is limited to specified assets of a person and (b) obligations of an insurance company (1) which arise in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and other similar contracts entered into in the ordinary conduct of the insurance company's business or (2) to the extent that recourse for the payment of such obligations is limited to assets held in separate accounts of the insurance company. For purposes of this covenant, "Permitted Collateralization Assets" means generally assets that are pledged to secure any obligation that relates to REMICs (real estate mortgage investment conduits), pass-through obligations, collateralized mortgage obligations, collateralized bond obligations or similar instruments, except for obligations of ours or one of our subsidiaries if the obligation requires us or such subsidiary to make a cash payment, recourse for the payment of which is not limited to specific assets of ours or of such subsidiary. Neither this covenant nor any other covenant restricts us from issuing 34 insurance policies, funding agreements or other insurance products which, under applicable insurance laws, would be repayable prior to our general unsecured obligations, including the notes, if we became the subject of an insolvency proceeding. Consolidation, Merger or Sale of Assets We may not consolidate with or merge into any other person or sell, assign, transfer, lease or convey all or substantially all of our properties and assets unless: (1) we are the survivor in the merger, or the survivor (or entity to which all or substantially all of our assets are sold, assigned, transferred, leased or conveyed), if not us, expressly assumes by supplemental indenture the due and punctual payment of the principal of, and any interest on, all of the outstanding notes and the due and punctual performance and observance of all of the covenants and conditions contained in the Indenture; and (2) immediately after giving effect to the transaction, there is no event of default under the Indenture, and no event which, after notice or the lapse of time, or both, would become an event of default. This covenant will not apply to any recapitalization transaction, change of control of us or a transaction in which we incur a large amount of additional debt unless the transactions or change of control includes a merger or consolidation or transfer of all or substantially all of our properties and assets. There are no covenants or other provisions in the Indenture providing for a put or increased interest or that would otherwise afford holders of notes additional protection in the event of a recapitalization transaction, a change of control of us or a transaction in which we incur or acquire a large amount of additional debt. - -------------------------------------------------------------------------------- MODIFICATION OF THE INDENTURE - -------------------------------------------------------------------------------- The Indenture provides that we and the Trustee may, without the consent of any holders of the notes, enter into supplemental indentures for the purposes, among other things, of adding to our covenants, adding additional events of default, establishing the form or terms of notes or curing ambiguities or inconsistencies in the Indenture or making other provisions, provided that any action to cure ambiguities or inconsistencies not adversely affect the interests of the holders of any notes in any material respect. In addition, the Indenture contains provisions permitting us and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time 35 outstanding under the Indenture affected by the proposed modification (voting as a class), to modify the Indenture or any supplemental indenture or the rights of the holders of the notes provided that no such modification shall: ... change the fixed maturity of any note, or reduce its principal amount, or reduce its rate or extend the time of payment of interest, without the consent of the holder of each affected note; or ... reduce the percentage of notes outstanding under the Indenture required for any modification of the Indenture without the consent of all holders of notes affected by the reduction and then outstanding under the Indenture. - -------------------------------------------------------------------------------- DEFEASANCE AND COVENANT DEFEASANCE - -------------------------------------------------------------------------------- The Indenture provides that we may defease any tranche or series of notes by depositing with the Trustee for the benefit of the holders of a designated tranche or series of notes (i) cash, (ii) United States government obligations, (iii) funding agreements duly issued by us in conformity with applicable insurance laws, or (iv) any combination of the foregoing, which in accordance with their respective terms will provide money sufficient to pay, in accordance with the terms of the notes so designated, the principal of and interest, if any, on such notes. Subject to the making of such deposit, the payment of all other sums payable with respect to the outstanding notes of such tranche or series, the delivery to the Trustee of an opinion of counsel stating that the holders of the outstanding notes of such tranche or series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, and the delivery to the Trustee of an officer's certificate and an opinion of counsel, each stating that all conditions precedent to the satisfaction and discharge of the notes of such tranche or series have been complied with; such notes shall cease to be outstanding under the Indenture and our obligations with respect to such notes shall be discharged. In addition, if defeasance is to be effected in whole or in part by a JHLIC funding agreement, we shall cause to be delivered to the Trustee an opinion of counsel to the effect that (a) such funding agreement has been duly authorized and validly issued, is enforceable against JHLIC in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws) and constitutes a funding agreement within the meaning of Section 132I of Chapter 175 of the Massachusetts General Laws (or any successor statute); and (b) in the event of an insolvency of JHLIC, the claim of the Trustee for payment 36 pursuant to the terms of the funding agreement would rank equally with the claims of policyholders and ahead of the claims of our unsecured creditors, including the claims of holders of the notes. The Indenture also provides that we shall cease to be under any obligation to the holders of notes of a designated tranche or series to comply with the covenants described under "Covenants" and certain other terms, provisions, conditions or covenants set forth in the Indenture, and such notes shall cease to be deemed outstanding for purposes of any waiver, consent or direction relating to any such term, provision, condition or covenant (a "covenant defeasance") if we make the deposit described in the second preceding paragraph for the benefit of the holders of such notes, deliver to the Trustee an opinion of counsel stating that the holders of such outstanding notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit and covenant defeasance had not occurred, and deliver to the Trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent to the covenant defeasance have been complied with. - -------------------------------------------------------------------------------- EVENTS OF DEFAULT - -------------------------------------------------------------------------------- An event of default with respect to a series of notes is defined in the Indenture as being: ... default in payment of any principal on any notes of that series; ... default for 30 days in payment of any interest on any notes of that series; ... default in the performance or breach of any of our other covenants under the Indenture applicable to that series and the continuance of the default or breach for a period of 30 days after written notice as provided in the Indenture; or ... certain events of bankruptcy, insolvency or reorganization. In case an event of default occurs and continues with respect to a series of notes, the Trustee or the holders of not less than 25% in aggregate principal amount of such series then outstanding may declare the principal amount of the notes due and payable. Any event of default with respect to the notes may be waived by the holders of a majority in aggregate principal amount of such notes then outstanding, except in a case of failure to pay principal of or interest on the notes for which payment had not been timely made (including any applicable grace period) after the appropriate notice. We are required to file with the Trustee annually a certificate as to the absence of certain defaults under the terms of the Indenture. 37 Subject to the provisions of the Indenture relating to the duties of the Trustee, if an event of default occurs and continues with respect to a series of notes, the Trustee is under no obligation to exercise any rights or powers under the Indenture at the request, order or direction of any of the noteholders, unless such noteholders of such series have offered the Trustee reasonable indemnity or security. Subject to provisions for the indemnification of the Trustee and to other limitations, the holders of a majority in principal amount of the notes of a series at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. - -------------------------------------------------------------------------------- THE TRUSTEE - -------------------------------------------------------------------------------- JPMorgan Chase Bank is the Trustee under the Indenture. The address of the Trustee is: 450 West 33/rd/ Street 15/th/ Floor New York, NY 10001 - -------------------------------------------------------------------------------- THE PAYING AGENT - -------------------------------------------------------------------------------- We shall maintain one or more Paying Agents for the payment of principal of and interest, if any, on, the notes. We have initially appointed JPMorgan Chase Bank as our Paying Agent for the notes. - -------------------------------------------------------------------------------- PLAN OF DISTRIBUTION - -------------------------------------------------------------------------------- Under the terms of the Selling Agent Agreement, dated as of _____ __, 2002, the notes are offered from time to time by us through ABN AMRO Financial Services, Inc.; Signator Investors, Inc.; A.G. Edwards & Sons, Inc.; Edward D. Jones & Co., L.P.; Fidelity Capital Markets (a division of National Financial Services LLC); First Union Securities, Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley & Co. Incorporated; Muriel Siebert & Co., Inc.; Prudential Securities Incorporated; Quick & Reilly, Inc. (a Fleet Boston Financial Company); Salomon Smith Barney Inc. and UBS PaineWebber Inc. as agents under the Selling Agent Agreement. The agents have agreed to use their reasonable best efforts to solicit purchases of the notes. We may appoint additional agents to solicit offers to purchase notes on terms substantially identical to those contained in the Selling Agent Agreement. In addition, under certain circumstances we may sell notes directly on our own behalf to investors without the assistance of agents. The agents will not be entitled to any discounts or commissions for sales we make directly to investors without their assistance. We will pay the agents, through ABN AMRO Financial Services, Inc., the purchasing agent, a commission to be 38 divided among the agents as they shall agree for notes sold through the agents on an agency basis. The commission will range from 0.60% to 5.00% of the principal amount for each note sold, depending upon the maturity. Commissions with respect to notes with maturities in excess of 30 years will be negotiated between us and the purchasing agent at the time of sale. In no event will the commissions on the sale of any note exceed 8.00% of the principal amount of such note. We will have the sole right to accept offers to purchase notes and may reject any proposed purchase of notes in whole or in part. Each agent will have the right, in its discretion reasonably exercised, to reject any proposed purchase of notes in whole or in part received by it on an agency basis. We reserve the right to withdraw, cancel or modify the offer without notice. The agents, severally and not jointly, may purchase notes from us through the purchasing agent as principal for their own accounts. Unless otherwise set forth in the applicable pricing supplement, any note sold to an agent as principal will be purchased by the purchasing agent from us at a discount to the principal amount not to exceed the concession applicable to an agency sale of a note of identical maturity. Unless otherwise set forth in the applicable pricing supplement, such notes will be resold to one or more investors and other purchasers at a fixed public offering price. In addition, the purchasing agent may, and with our consent the other agents may, offer the notes they have purchased as principal to other dealers that are part of the selling group. The purchasing agent may sell notes to other dealers at a discount not in excess of the discount it receives when purchasing such notes from us. If with our consent the other agents sell notes to dealers, unless otherwise specified in the applicable pricing supplement, the discount allowed to any dealer will not, during the distribution of the notes, exceed the discount received by such agent from the purchasing agent. After the initial public offering of notes to be resold by an agent to investors, the public offering price (in the case of notes to be resold at a fixed public offering price), concession and discount may be changed. Each agent may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933. We have agreed to indemnify the agents against certain liabilities, including liabilities under the Securities Act of 1933. The notes may be offered for sale in the United States and in those jurisdictions where it is legal to make such offers. Only offers and sales of the notes in the United States, as part of the initial distribution thereof or in connection with resales thereof under circumstances where the prospectus and the accompanying pricing supplement must be delivered, are made pursuant to the registration statement of which the prospectus, as supplemented by any pricing supplement, is a part. 39 Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the issue price set forth in any pricing supplement hereto. No note will have an established trading market when issued. Unless otherwise provided in the applicable pricing supplement, we do not intend to apply for the listing of the notes on any securities exchange, but we have been advised by the agents that the agents intend to make a market in the notes as permitted by applicable laws and regulations. The agents are not obligated to do so, however, and the agents may discontinue making a market at any time without notice. No assurance can be given as to the liquidity of any trading market for any notes. All secondary trading in the notes will settle in immediately available funds. In connection with an offering of the notes, the rules of the SEC permit the purchasing agent to engage in certain transactions that stabilize the price of the notes. Such transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes. If the purchasing agent creates a short position in the notes in connection with an offering of the notes (i.e., if it sells a larger principal amount of the notes than is set forth on the cover page of the applicable pricing supplement), the purchasing agent may reduce that short position by purchasing notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a syndicate short position could cause the price of the security to be higher than it might otherwise be in the absence of such purchases. The purchasing agent makes no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, the purchasing agent makes no representation that, once commenced, such transactions will not be discontinued without notice. Other selling group members include broker-dealers and other securities firms that have executed dealer agreements with the purchasing agent. In the dealer agreements, the selling group members have agreed to market and sell notes in accordance with the terms of those agreements and all applicable laws and regulations. You may call 1-800-327-1546 or access the Internet at www.SignatureNote.com for a list of selling group members. The agents and their affiliates may engage in various general financing and banking transactions with us and our affiliates in the ordinary course of business. Signator Investors, Inc. is a wholly owned subsidiary of John Hancock Life Insurance Company. Signator Investors will conduct each offering of notes in compliance with the requirements of Rule 2720 of the NASD regarding an NASD member firm's distributing the securities of an affiliate. Following the 40 initial distribution of these securities, Signator Investors may offer and sell notes in the course of its business as a broker-dealer and may act as principal or agent in those transactions and will make any sales at varying prices related to prevailing market prices at the time of sale or otherwise. Signator Investors may use this prospectus in connection with any of these transactions. Signator Investors is not obligated to make a market in any of these securities and may discontinue any market-making activities at any time without notice. - -------------------------------------------------------------------------------- LEGAL OPINIONS - -------------------------------------------------------------------------------- The validity of the notes offered in this prospectus will be passed upon for JHLIC by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, and for the agents by Gibson, Dunn & Crutcher LLP, New York, New York. Mintz Levin will also pass upon certain Federal income tax consequences of the notes for JHLIC. R. Robert Popeo, Esq., a member of Mintz Levin, is also a member of our board of directors and of the board of directors of our parent company, John Hancock Financial Services, Inc. Attorneys of Mintz Levin own an aggregate of approximately 13,000 shares of common stock of John Hancock Financial Services, Inc. - -------------------------------------------------------------------------------- EXPERTS - -------------------------------------------------------------------------------- The consolidated financial statements of John Hancock Life Insurance Company appearing in John Hancock Life Insurance Company's Annual Report (Form 10-K) for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. 41 Outside back cover of prospectus: o text "SignatureNotes John Hancock SignatureNotes John Hancock Prospectus June __, 2002 A fixed income investment John Hancock Life Insurance Company" o Picture of the Company's headquarters and four pictures of one or more individuals PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses to be incurred in connection with the offering described in the Registration Statement: Securities and Exchange Commission registration fee $ 276,000 Fees and expenses of Trustee 40,500 Printing Registration Statement, Prospectus and other documents 50,000 Legal fees 345,000 Accountants' fees 50,000 Rating Agencies' fees 500,000 Miscellaneous expenses 100,000 ---------- Total $1,361,500 Item 15. Indemnification of Directors and Officers. Pursuant to Article 8 of the Company's By-Laws and Section 67 of the Massachusetts Business Corporation Law, the Company indemnifies each director, former director, officer, and former officer, and his or her heirs and legal representatives from liability incurred or imposed in connection with any legal action in which he or she may be involved by reason of any alleged act or omission as an officer or a director of the Company. Item 16. Exhibits. The following exhibits are filed herewith or incorporated herein by reference: Exhibit No. Description ---------- ----------- 1.1 Form of Selling Agent Agreement, dated as of _______, 2002. 4.1 Form of Indenture, dated as of _________, 2002, between the Company and JPMorgan Chase Bank, Trustee. 4.2 Form of SignatureNotes in global form included in Exhibit 4.1. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of securities being registered. 8.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding certain U.S. income tax aspects of the securities being registered. 12.1 Calculation of Ratio of Earnings to Fixed Charges (including interest credited to policyholders). 12.2 Calculation of Ratio of Earnings to Fixed Charges (excluding interest credited to policyholders). 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference). 23.3 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 8.1 and incorporated herein by reference). 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank. **24.1 Powers of Attorney (included on the signature page of this Form S-3 and incorporated herein by reference). 99.1 Form of pricing supplement included in Exhibit 1.1. ** Previously filed. II-1 Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (3) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. (4) That, for purposes of determining any liability under the Securities Act of 1933, each post-effective amendment in (1) above shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. II-2 (6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers of the Company pursuant to the provisions discussed in Item 15 above, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director or officer of the Company in the successful defense of any action, suit or proceeding) is asserted by such director or officer in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on June 11, 2002. JOHN HANCOCK LIFE INSURANCE COMPANY /s/ Thomas E. Moloney ------------------------------------ Thomas E. Moloney Senior Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on June 11, 2002. Signature Title /s/ David F. D'Alessandro* Chairman of the Board, President, - -------------------------- Chief Executive Officer and Director David F. D'Alessandro (Principal Executive Officer) /s/ Thomas E. Moloney Senior Executive Vice President and - --------------------- Chief Financial Officer Thomas E. Moloney (Principal Financial Officer and Principal Accounting Officer) /s/ Wayne A. Budd* Executive Vice President, General Counsel - ------------------ and Director Wayne A. Budd /s/ Foster L. Aborn* Director - -------------------- Foster L. Aborn /s/ John M. Connors, Jr.* Director - ------------------------- John M. Connors, Jr. /s/ John M. DeCiccio* Director - --------------------- John M. DeCiccio II-4 /s/ Robert E. Fast, Esq.* Director - ------------------------ Robert E. Fast, Esq. /s/ Dr. Kathleen Foley Feldstein* Director - -------------------------------- Dr. Kathleen Foley Feldstein /s/ Nelson S. Gifford* Director - --------------------- Nelson S. Gifford /s/ Thomas P. Glynn* Director - ------------------- Thomas P. Glynn /s/ Michael C. Hawley* Director - --------------------- Michael C. Hawley /s/ Edward H. Linde* Director - ------------------- Edward H. Linde /s/ Judith A. McHale* Director - -------------------- Judith A. McHale /s/ R. Robert Popeo* Director - ------------------- R. Robert Popeo /s/ Richard F. Syron* Director - -------------------- Richard F. Syron /s/ Robert J. Tarr, Jr.* Director - ---------------------- Robert J. Tarr, Jr. * By Thomas E. Moloney, attorney-in-fact. II-5 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 1.1 Form of Selling Agent Agreement, dated as of _______, 2002. 4.1 Form of Indenture, dated as of _________, 2002, between the Company and JPMorgan Chase Bank, Trustee. 4.2 Form of SignatureNotes in global form included in Exhibit 4.1. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of securities being registered. 8.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding certain U.S. income tax aspects of the securities being registered. 12.1 Calculation of Ratio of Earnings to Fixed Charges (including interest credited to policyholders). 12.2 Calculation of Ratio of Earnings to Fixed Charges (excluding interest credited to policyholders). 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference). 23.3 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 8.1 and incorporated herein by reference). 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank. **24.1 Powers of Attorney (included on the signature page of this Form S-3 and incorporated herein by reference). 99.1 Form of pricing supplement included in Exhibit 1.1.
** Previously filed. EX-1.1 3 dex11.txt FORM OF SELLING AGENT AGREEMENT EXHIBIT 1.1 JOHN HANCOCK LIFE INSURANCE COMPANY $3,000,000,000 SignatureNotes WITH MATURITIES OF NINE MONTHS OR MORE FROM DATE OF ISSUE SELLING AGENT AGREEMENT June __, 2002 ABN AMRO Financial Services, Inc. Muriel Siebert & Co., Inc. 327 Plaza Real, Suite 225 885 Third Avenue Boca Raton, FL 33432 Suite 1720 New York, NY 10022 A.G. Edwards & Sons, Inc. One North Jefferson Avenue Prudential Securities, Incorporated St. Louis, MO 63103 One New York Plaza 15th Floor New York, NY 10292-2015 Edward D. Jones & Co., L.P. 12555 Manchester Des Peres, MO 63131 Quick & Reilly, Inc. (a Fleet Boston Financial Company) Fidelity Capital Markets 14 Wall Street a division of National Financial 23rd Floor Services LLC New York, NY 10005 200 Seaport Blvd. - Mail Zone Z2H Boston, MA 02210 Salomon Smith Barney Inc. First Union Securities, Inc. 388 Greenwich Street 301 S. College Street New York, New York 10013 Charlotte, NC 28288 Signator Investors, Inc. Merrill Lynch, Pierce, Fenner & Smith 200 Clarendon Street Incorporated Boston, Massachusetts 02116 4 World Financial Center New York, New York 10080 UBS PaineWebber Inc. 800 Harbor Blvd. Morgan Stanley & Co. Incorporated Weehawken, New Jersey 07087 1585 Broadway New York, New York 10036 Dear Sirs: John Hancock Life Insurance Company, a Massachusetts corporation (the "Company"), proposes to issue and sell up to $3,000,000,000 aggregate principal amount of its SignatureNotes (the "Notes") with maturities of nine months or more from the date of issue, pursuant to the provisions of the Indenture, dated as of June __, 2002, as supplemented from time to time (the "Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee"). The Notes shall have the maturity ranges, interest rates and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Notes will be issued, and the terms thereof established, from time to time by the Company in accordance with the Indenture. Subject to the terms and conditions contained in this Selling Agent Agreement (the "Agreement") and to the reservation by the Company of the right to sell up to $50,000,000 aggregate principal amount of Notes directly on its own behalf, the Company hereby (1) appoints each of you as agent of the Company (individually, an "Agent" and collectively, the "Agents") for the purpose of soliciting and receiving offers to purchase Notes from the Company and you hereby agree to use your reasonable best efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof, and, after consultation with ABN AMRO Financial Services, Inc. (the "Purchasing Agent"), (2) reserves the right to enter into agreements substantially identical hereto with other agents, and (3) agrees that whenever the Company determines to sell Notes with the Purchasing Agent purchasing such Notes as principal for resale to others, such Notes shall be sold pursuant to a Terms Agreement (as defined in Section IV(b)), between the Company and the Purchasing Agent, relating to such sale in accordance with the provisions of Section IV(b) hereof. This Agreement shall not be construed to create either an obligation on the part of the Company to sell any Notes or an obligation of any of the Agents to purchase Notes. I. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-85488), including a base prospectus, relating to the Notes and the offering thereof, from time to time, in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement is referred to herein as the "Initial Registration Statement". The Initial Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). In connection with each issuance of Notes, the Company will promptly prepare for filing with, or transmission for filing to, the Commission, pursuant to Rule 424 under the Securities Act, a supplement to the prospectus that sets forth only the terms of a particular issue of the Notes (each such supplement, a "Pricing Supplement"). The Initial Registration Statement, including all documents incorporated therein by reference, as from time to time amended or supplemented, is referred to herein as the "Registration Statement." The base prospectus contained in the Registration Statement, including all documents incorporated therein by reference, as from time to time amended or supplemented, and including any Pricing Supplement, is referred to herein as the "Prospectus". 2 II. Your obligations hereunder are subject to the following conditions, each of which shall be met on such date as you and the Company shall subsequently fix for the commencement of your obligations hereunder (the "Commencement Date"): (a) (i) No litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Notes, or which in any way questions or affects the validity of the Notes and (ii) no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries, considered as a whole, from that set forth in the Registration Statement and the Prospectus (a "Material Adverse Change"); and you shall have received on the Commencement Date a certificate of the Company dated such Commencement Date and signed by an executive officer of the Company to the foregoing effect. The officer making such certificate may rely upon the best of his knowledge as to proceedings threatened. (b) You shall have received a favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. ("Mintz Levin"), outside counsel for the Company, dated the Commencement Date, to the effect that: (i) the Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus; (ii) the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies; and the Indenture has been duly qualified under the Trust Indenture Act; (iii) the Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies; (iv) this Agreement has been duly authorized, executed and delivered by the Company; 3 (v) no authorization, consent or approval of, or registration or filing with, any United States, Massachusetts or New York governmental or public body or regulatory authority is required on the part of the Company for the issuance of the Notes in accordance with the Indenture or the sale of the Notes in accordance with this Agreement other than (1) the registration of the Notes under the Securities Act, (2) qualification of the Indenture under the Trust Indenture Act, (3) the listing of the initial series of Notes on the New York Stock Exchange and (4) compliance with the insurance, securities or Blue Sky laws of the various states (as to which Mintz Levin expresses no opinion); (vi) the statements in the (1) Prospectus under the captions "Description of Notes" (in each of the Base Prospectus and the Prospectus Supplement) and "United States Federal Taxation" and (2) Registration Statement under Item 15, insofar as such statements constitute summaries of the documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof) or statutes (or provisions thereof) and fairly summarize in all material respects such documents (or provisions thereof) or statutes (or provisions thereof); (vii) the Indenture and the form of the Notes filed by the Company with the Commission as an exhibit to the Initial Registration Statement conform in all material respects to the descriptions thereof in the Prospectus; (viii) the Registration Statement has become effective under the Securities Act, and, to Mintz Levin's knowledge, no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending under the Securities Act; and (ix)(1) each document, if any, filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Prospectus, when such document was filed with the Commission, complied as to form in all material respects with the Exchange Act and the rules and regulations thereunder; and (2) the Registration Statement, as of its effective date, and the Prospectus, as of its issue date and the Commencement Date, complied as to form in all material respects with the requirements of the Trust Indenture Act and the Securities Act and the rules and regulations thereunder (except that, in each case as to the financial statements and notes thereto, the financial statement schedules and the other financial data and Form T-1 included or incorporated by reference therein, as to which Mintz Levin need not express any opinion). During the course of the preparation of the Registration Statement and the Prospectus, Mintz Levin discussed the affairs of the Company with certain of its officers and other representatives and with representatives of the Purchasing Agent. Although Mintz Levin has not independently verified, and is not passing upon and does not assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement or the Prospectus as amended or supplemented (except as set forth in paragraph (vi) above), it does hereby advise you that, based upon such discussions and upon the review of documents and records as referred to above, no facts have come to its 4 attention which cause it to believe that (A) the Registration Statement at the time it became effective or on the date the Registration Statement was last deemed amended contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) that the Prospectus, as amended or supplemented, as of its date and as of the Commencement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no advice is given as to the financial statements and notes thereto, the financial statement schedules and the other financial data and the Form T-1 included or incorporated by reference in the Registration Statement and the Prospectus. (c) You shall have received a favorable opinion of Wayne A. Budd, Esq. Executive Vice President and General Counsel of the Company, dated the Commencement Date, to the effect that: (i) to such counsel's knowledge, the Company is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and in which the failure to so qualify would result in a Material Adverse Change; (ii) the execution and delivery of the Indenture, the issuance of the Notes in accordance with the Indenture and the sale of the Notes pursuant to this Agreement (a) do not and will not result in any violation of the articles of organization or by-laws of the Company, each as amended, (b) to such counsel's knowledge, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or other instrument binding upon the Company or any subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each, a "Significant Subsidiary") filed or incorporated by reference as an exhibit to the Company's Form 10-K for the year ended December 31, 2001, and (c) do not and will not result in a violation of any existing provision of any material law, rule or regulation of the United States or the Commonwealth of Massachusetts applicable to the Company or any of its Significant Subsidiaries or any material judgment, order, writ, injunction or decree known to such counsel of any governmental authority or court having jurisdiction over the Company or any of its Significant Subsidiaries; (iii) the Company has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement; (iv) the statements in the documents incorporated by reference into the Prospectus under the captions "Business of John Hancock Life Insurance Company -- Regulations" and "Legal Proceedings" in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, insofar as such statements constitute summaries of the documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof), statutes (or provisions thereof) or 5 legal proceedings and fairly summarize in all material respects such documents (or provisions thereof), statutes (or provisions thereof), or legal proceedings; and (v) to such counsel's knowledge, there are no (a) legal or governmental proceedings pending or threatened to which the Company or any Significant Subsidiary is a party, or to which any of the properties of the Company or any Significant Subsidiary is subject, that are required to be described in the Registration Statement or the Prospectus and are not so described or (b) statutes, regulations or contracts that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (d) You shall have received on the Commencement Date a letter dated the Commencement Date from Ernst & Young LLP, independent auditors, containing statements and information of the type ordinarily included in auditors' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus relating to the Notes. (e) You shall have received a favorable opinion of Gibson, Dunn & Crutcher LLP, counsel for the Agents, dated such Commencement Date, to the effect set forth in Section II(b) in clauses (ii), (iii), (iv),(vii) and (ix)(2) and subsection (B) of the paragraph following clause (ix). (f) You shall have received a certificate of the secretary or assistant secretary of the Company as to (i) the articles of organization of the Company, as amended, (ii) the by-laws of the Company, as amended, and (iii) the resolutions authorizing the issuance and sale of the Notes and certain related matters. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any Terms Agreement, are subject to the conditions that (i) no litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Notes, or which in any way questions or affects the validity of the Notes, (ii) no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and (iii) there shall have been no Material Adverse Change, each of which conditions shall be met on the corresponding Settlement Date (as defined in Section IV(b)). Further, if specifically called for by any written agreement by the Purchasing Agent to purchase Notes as principal, the Purchasing Agent's obligations hereunder and under such agreement shall be subject to such of the additional conditions set forth in clause (a), as it relates to the executive officer's certificate, and clauses (b), (c), (d) and (e) above, as agreed to by the parties, each of which such agreed conditions shall be met on the corresponding Settlement Date. III. In further consideration of your agreements herein contained, the Company covenants as follows: (a) To furnish to you, without charge, a copy of (i) the Indenture, (ii) the resolutions of the Board of Directors (or Executive Committee) of the Company authorizing the issuance and 6 sale of the Notes, certified by the Secretary or Assistant Secretary of the Company as having been duly adopted, (iii) the Registration Statement including exhibits and documents incorporated by reference therein; provided, however, that the Company shall only be required to provide the Company's periodic filings to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act to the Purchasing Agent, on behalf of the Agents, on the date on which such filings are to be transmitted for filing with the Commission; and (iv) as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Registration Statement or the Prospectus (other than amendments or supplements to change interest rates and other than amendments or supplements in the form of the Company's periodic filings to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are incorporated by reference in the Prospectus), to furnish you a copy of each such proposed amendment or supplement, and to afford you a reasonable opportunity to comment on any such proposed amendment or supplement. (c) To furnish you copies of each amendment to the Registration Statement and of each amendment and supplement to the Prospectus in such quantities as you may from time to time reasonably request; and if at any time when the delivery of a Prospectus shall be required by law in connection with sales of any of the Notes, either (i) any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) for any other reason it shall be necessary to amend or supplement the latest Prospectus, as then amended or supplemented, or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will (A) notify you to suspend the solicitation of offers to purchase Notes and if notified by the Company, you shall forthwith suspend such solicitation and cease using the Prospectus as then amended or supplemented and (B), if the Company notifies you that it would like you to resume the solicitation of offers to purchase, promptly prepare and file with the Commission such document incorporated by reference in the Prospectus or an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance and will provide to you without charge a reasonable number of copies thereof, which you shall use thereafter. (d) To endeavor to qualify such Notes for offer and sale under the securities or Blue Sky laws of such states of the United States as you shall reasonably request and such other jurisdictions as we mutually agree and to pay all reasonable expenses (including fees and disbursements of your counsel) in connection with such qualification; provided, that, in connection therewith the Company shall not be required to qualify as a foreign corporation to do business, or to file a general consent to service of process, in any jurisdiction. (e) The Company will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning, in each case, not later than the first day of the Company's fiscal quarter next 7 following the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Notes. (f) (i) If the Company and the Purchasing Agent mutually agree to list Notes on any stock exchange (a "Stock Exchange"), to use its reasonable efforts, in cooperation with the Purchasing Agent, to cause such Notes to be accepted for listing on any such Stock Exchange, in each case as the Company and the Purchasing Agent shall deem to be appropriate. In connection with any such agreement to list Notes on a Stock Exchange, the Company shall use its reasonable efforts to obtain such listing promptly and shall furnish any and all documents, instruments, information and undertakings that may be reasonably necessary or advisable in order to obtain and maintain the listing. (ii) So long as any Note remains outstanding and listed on a Stock Exchange, if the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact relating to any matter described in the Prospectus the inclusion of which was required by the listing rules and regulations of such Stock Exchange on which any Notes are listed (the "Listing Rules") or by such Stock Exchange, to provide to the Purchasing Agent information about the change or matter and to amend or supplement the Prospectus in order to comply with the Listing Rules or as otherwise requested by the Stock Exchange. (iii) To use reasonable efforts to comply with any undertakings given by it from time to time to any Stock Exchange on which any Notes are listed. (g) To notify the Purchasing Agent promptly in writing in the event that the Company does not have a security listed on the New York Stock Exchange. (h) The Company will notify the Purchasing Agent as soon as practicable, and in any event within one business day, and confirm such notice in writing, of any change in the rating assigned by any nationally recognized statistical rating organization, as such term is defined in Rule 436(g)(2) under the Securities Act, to the Medium-Term Note Program under which the Notes are issued (the "Program") or any debt securities (including the Notes) of the Company, or the public announcement by any nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of the Program or any such debt securities, or the withdrawal by any nationally recognized statistical rating organization of its rating of the Program or any such debt securities. IV. (a) Solicitations as Agent. You hereby agree, as Agents hereunder, to use your reasonable best efforts to solicit and receive offers to purchase Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to you from time to time by the Company. For the purpose of such solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to you by the Company, and you will solicit offers to purchase only as permitted or contemplated thereby and herein. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Notes commencing at any time for any period of time or permanently. Upon receipt of 8 instructions (which may be given orally) from the Company, you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend solicitation of offers to purchase until such time as the Company has advised the Purchasing Agent that such solicitation may be resumed. In addition, the Company reserves the right to sell, and may solicit and accept offers to purchase, up to $50,000,000 aggregate principal amount of Notes directly on its own behalf; and, in the case of any such sale not resulting from a solicitation made by any Agent, no Concession (as defined below) will be payable with respect to such sale. You are authorized to solicit orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). You are not authorized to appoint subagents or to engage the service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and may reject any proposed purchase of Notes as a whole or in part. You shall have the right, in your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of your agreements contained herein. The Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the "Concession"). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date ("Zero-Coupon Notes"), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note sold not in excess of the Concession set forth in Exhibit A hereto. The Purchasing Agent and the other Agents will share the Concession in such proportions as they may agree. Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the Company on an agency basis, you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall not have any liability to the Company in the event such purchase is not consummated for any reason, other than to repay to the Company any Concession with respect thereto. (b) Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the form of Exhibit C attached hereto, to be entered into on behalf of such Agent(s) by the Purchasing Agent, which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. Each such separate agreement (which may be an oral 9 agreement and confirmed in writing as described below between the Purchasing Agent and the Company) is herein referred to as a "Terms Agreement". A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The Purchasing Agent's agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Except pursuant to a Terms Agreement, under no circumstances shall you be obligated to purchase any Notes for your own account. Each Terms Agreement, whether oral (and confirmed in writing which may be by facsimile transmission) or in writing, shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, and the time and place of delivery of and payment for such Notes (the "Settlement Date"), whether the Notes provide for a survivor's option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company. In connection with the resale of the Notes purchased, without the consent of the Company, you are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the discount paid to you by the Company in excess of the designated reallowance portion; provided, however, that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. Unless authorized by the Purchasing Agent in each instance, each Agent agrees not to purchase and sell Notes for which an order from a client has not been received. Each purchase of Notes by the Purchasing Agent from the Company shall be at a discount from the principal amount of each such Note on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto. Notwithstanding the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes by the Purchasing Agent from the Company shall be at a discount from the initial offering price of each such Note on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto. (c) Public Offering Price. Unless otherwise authorized by the Company, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any, with the exception of Zero-Coupon Notes. Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Notes, equal to (i) the net proceeds to the Company on the sale of such Notes, plus (ii) the Concession, plus (iii) accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Selling Group (as defined in Exhibit B attached hereto) member responsible for such sale, and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement. 10 (d) Procedures. Procedural details relating to the issue and delivery of, and the solicitation of offers to purchase and payment for, the Notes, whether under Section IV(a) or IV(b) of this Agreement, are set forth in the Administrative Procedures attached hereto as Exhibit B, as amended from time to time (the "Procedures"). The provisions of the Procedures shall apply to all transactions contemplated hereunder. You and the Company each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures. The Procedures may only be amended by written agreement of the Company and each of you. (e) Prospectus Delivery; Marketing Materials. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Notes a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Notes. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Notes except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called "free writing" exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, "Free Writing Materials"), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company's name, logo and service mark to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent's general materials and marketing objectives relating to the Direct Access Notes Program (the "Marketing Materials") that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company's name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent. (f) Compliance With Laws. You are aware that other than registering the Notes under the Securities Act and the filing of required reports under the Exchange Act, no action has been or will be taken by the Company that would permit the offer or sale of the Notes or possession or distribution of the Prospectus or any other offering material relating to the Notes in any jurisdiction where action for that purpose is required. You shall not offer or sell Notes in California until you are notified by the Company in writing that a permit has been obtained from that state's insurance regulator. In addition, the Purchasing Agent, severally and not jointly, agrees that it will observe all applicable state securities or "blue sky" laws and regulations in each jurisdiction in or from which it may directly or indirectly acquire, offer, sell or deliver Notes or have in its possession or distribute the Prospectus or any other offering material relating to the Notes, and it will obtain any consent, approval or permission required for the purchase, offer or sale by it of Notes under the state securities or "blue sky" laws and regulations in force in 11 any such jurisdiction to which the Purchasing Agent is subject or in which it makes such purchase, offer or sale. V. The Company represents and warrants to the Agents that as of the date hereof, as of each date on which the Company accepts an offer to purchase Notes (including any purchase by the Purchasing Agent as principal, pursuant to a Terms Agreement or otherwise), as of each date the Company issues and sells Notes and as of each date the Registration Statement or the Prospectus is amended or supplemented: (a) (i) each document filed, or to be filed, pursuant to the Exchange Act and incorporated by reference in the Prospectus complied when so filed, or will comply on the date it is so filed, in all material respects with such Act and the rules and regulations thereunder; (ii) the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act relating to the Notes, as of its effective date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) each Prospectus, if any, filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder; (iv) the Registration Statement and each Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations thereunder; and (v) the Registration Statement and each Prospectus relating to the Notes do not and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (1) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (2) any statements or omissions made in reliance on and in conformity with written information provided by the Agents through the Purchasing Agent to the Company expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; (b) the Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases substantial properties, or in which the conduct of its business requires such qualification, except to the extent that the failure to be duly qualified as a foreign corporation or to be in good standing as a foreign corporation in any such jurisdiction would not result in a Material Adverse Change; (c) the Company's authorized capitalization, as of the most recent balance sheet included in the Prospectus, is as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; 12 (d) the Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies; the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies; the Indenture has been duly qualified under the Trust Indenture Act; and the Indenture conforms and the Notes of any particular issuance of Notes will conform in all material respects to the descriptions thereof contained in the Prospectus as amended or supplemented that relate to such issuance of Notes; (e) other than as set forth in the Prospectus, the Company and each of its subsidiaries have conducted their businesses and are in compliance in all material respects with all applicable federal and state laws and regulations, except for any noncompliance which would not result in a Material Adverse Change; (f) the execution and delivery by the Company of the Indenture, the issuance of the Notes in accordance with the Indenture, the sale of the Notes pursuant to this Agreement and the consummation of the transactions contemplated by the Notes, the Indenture, this Agreement and any Terms Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such conflicts, breaches, violations or defaults under subsections (i) or (ii) immediately above that would not result in a Material Adverse Change, nor will such action result in any violation of the provisions of the articles of organization or by-laws of the Company; and no consent, approval, authorization of, or registration or filing with any court or governmental agency or body is required on the part of the Company for the solicitation of offers to purchase Notes in accordance with this Agreement, the issue and sale of the Notes in accordance with this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except (i) such as have been, or will have been prior to the Commencement Date, obtained (A) under the Securities Act and the Trust Indenture Act and (B) in connection with listing the initial series of Notes on the New York Stock Exchange and the registration of the Notes under the Exchange Act and (ii) such consents, approvals, authorizations, registrations or filings as may be required under state insurance laws and state securities or Blue Sky laws in connection with the solicitation by you of offers to purchase Notes from the Company and with purchases of Notes by you as principal, as the case may be, in each case in the manner contemplated hereby; 13 (g) other than as set forth in the Prospectus, there are no legal or governmental proceedings pending or, to the Company's knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject, which are of a character that are required to be disclosed in the Prospectus which have not been properly disclosed therein; (h) immediately after any sale of Notes by the Company hereunder or under any Terms Agreement, the aggregate amount of Notes which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any debt securities of the Company (other than such Notes) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Registration Statement; (i) the Company is not, and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, the Company will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (j) Ernst & Young LLP, whose report is included or incorporated by reference in the Registration Statement and the Prospectus, are independent certified public accountants with respect to the Company and its subsidiaries, as required by the Securities Act. The financial statements (including the related notes but excluding the supporting schedules) included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the Securities Act, except as otherwise noted therein; and the supporting schedules included or incorporated by reference in the Registration Statement when considered in relation to such financial statements taken as a whole, present fairly in all material respects the information required to be stated therein; (k) Each of the Company and the Significant Subsidiaries has all necessary consents, licenses, authorizations, approvals, exemptions, orders, certificates and permits (collectively, the "Consents") of and from, and has made all filings and declarations (collectively, the "Filings") with, all insurance regulatory authorities, all Federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except where the failure to have such Consents or to make such Filings would not, individually or in the aggregate, result in a Material Adverse Change; all such Consents and Filings are in full force and effect, the Company and the Significant Subsidiaries are in compliance with such Consents and neither the Company nor any of the Significant Subsidiaries has received any notice of any inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Consent or otherwise impose any limitation on the conduct of the business of the Company or any of the Significant Subsidiaries, except as set forth in the Prospectus or any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation or limitation which 14 would not, singly or in the aggregate, result in a Material Adverse Change; the Company is in compliance with, and conducts its businesses in conformity with, all applicable insurance laws and regulations, except where the failure to so comply or conform would not result in a Material Adverse Change; (l) the Program, as well as the Notes, are rated Aa3 by Moody's Investors Service, Inc. and AA+ by Standard & Poor's Ratings Services, or, after the Commencement Date, such other rating as to which the Company shall have most recently notified the Agents pursuant to Section III(h) hereof; and (m) the initial series of Notes to be issued by the Company hereunder has been approved for listing on the New York Stock Exchange, subject to official notice of issuance. The above representations and warranties shall not apply to any statements or omissions made in the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use therein. Each acceptance by the Company of an offer for the purchase of Notes and each issuance of Notes shall be deemed an affirmation by the Company that the foregoing representations and warranties are true and correct at the time, as the case may be, of such acceptance or of such issuance, in each case as though expressly made at such time. The representations, warranties and covenants of the Company shall survive the execution and delivery of this Agreement and the issuance and sale of the Notes. Unless the Company has suspended the solicitation of offers to purchase Notes pursuant to paragraph (a) of Article IV, each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement) by the filing of a post-effective amendment with the Commission, or the filing by the Company of a Form 10-K or Form 10-Q pursuant to Section 13 of the Exchange Act, or, if so agreed in a Terms Agreement in connection with a particular transaction, the Company shall furnish the Agents with (1) a written opinion, dated the date of such amendment, filing or as otherwise agreed, of counsel to the Company, in substantially the form previously delivered under Sections II(b) and II(c), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, unless otherwise agreed in connection with a transaction as set forth in a Terms Agreement, the opinion of Mintz Levin as required by Section 2(b) shall be delivered only in connection with a post-effective amendment or the filing of a Form 10-K; provided, further, however, that the opinion of Wayne A. Budd, Esq., or such other in-house counsel of the Company reasonably acceptable to the Purchasing Agent, delivered in connection with each Form 10-Q filed by the Company shall cover, in addition to the matters set forth in Section 2(c) of this Agreement, those set forth in Section 2(b) of this Agreement; (2) a letter, dated the date of such amendment, filing or as otherwise agreed, of Ernst & Young LLP, independent auditors, in substantially the form previously delivered under Section II(d), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; and (3) a certificate, dated the date of such amendment, filing or as otherwise agreed and signed by an executive officer of the Company, in substantially the form previously delivered under Section II(a), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date. 15 VI. (a) The Company agrees to indemnify and hold harmless you, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) you and each of your and such person's officers and directors against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading provided, however: (i) that the Company shall not be liable for any such loss, liability, cost, action or claim arising from any statements or omissions made in reliance on and in conformity with written information provided by the Agents through the Purchasing Agent to the Company expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; and (ii) that the Company shall not be liable to you or any person controlling you with respect to the Prospectus to the extent any such loss, liability, cost, action or claim to you or such controlling person results from the fact that you sold Notes to a person to whom there was not sent or given, at or prior to the earlier of either the mailing or delivery of the written confirmation of such sale or the delivery of such Notes to such person, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to you. (b) Each Agent severally agrees to indemnify and hold harmless the Company, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), the Company, and the Company's and such person's officers and directors from and against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) (i) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance on and in conformity with written information furnished to the Company by such Agent through the Purchasing Agent expressly for use therein or (ii) arise solely from the use by such Agent of Free Writing Materials that are not preceded by or accompanied with a copy of the Prospectus. (c) If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the preceding paragraphs, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that, the omission to so notify such indemnifying party will not relieve 16 the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section VI unless, and only to the extent that, such omission prejudices the ability of the indemnifying party to exercise substantive rights or defenses. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with the other indemnifying parties, if any, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where reasonably necessary) for all such indemnified parties. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section VI is unavailable to or insufficient to hold harmless an indemnified party under the preceding paragraphs of this Section VI in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other from the offering of the Notes to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. 17 The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Notes (before deducting expenses) received by the Company bear to the total commissions or discounts received by such Agent in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or by any Agent on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) of Section VI were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d) of Section VI. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) of Section VI shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d) of Section VI, no Agent shall be required to contribute any amount in excess of the amount by which the total public offering price at which the Notes purchased by it in the offering giving rise to the damages were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this subsection (d) of Section VI to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint. (e) The indemnity and contribution agreements contained in this Section VI and the representations and warranties of the Company and you in this Agreement shall remain operative and in full force and effect regardless of: (i) any termination of this Agreement; (ii) any investigation made by or on behalf of the Agents; (iii) any investigation by an indemnified party or on such party's behalf or any person controlling an indemnified party or by or on behalf of the indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iv) acceptance of and payment for any of the Notes. VII. This Agreement may be terminated at any time by the Purchasing Agent, on the one hand, or the Company, on the other hand, upon the giving of five business days written notice of such termination to the other. In the event of any such termination, neither party shall have any liability to the other party hereto, except for obligations hereunder which expressly survive the termination of this Agreement and except that, if at the time of termination an offer for the purchase of Notes shall have been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto shall not yet have occurred, the Company shall have the obligations provided herein with respect to such Note or Notes. 18 Subsequent to the execution of a Terms Agreement, (i) the Purchasing Agent may terminate such Terms Agreement, and (ii), if the Purchasing Agent does not elect to terminate such Terms Agreement pursuant to clause (i) of this sentence, upon the request of an Agent with respect to Notes to be purchased through the Purchasing Agent by such Agent, the Purchasing Agent shall terminate such Terms Agreement to the extent of the Notes that were to be purchased through the Purchasing Agent by such requesting Agent, in each case immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto, if there shall have occurred any: (A) change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of the Company and its subsidiaries, considered as a whole, otherwise than as set forth or contemplated in the Prospectus (exclusive of any supplement to the Prospectus filed after the execution of a Terms Agreement and at or prior to the related Settlement Date), the effect of which is, in the judgment of the Purchasing Agent or such requesting Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering of such Notes or enforce contracts for the sale of such Notes; or (B) downgrading in the rating of the Company's debt securities (including the Notes) by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), and no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of such debt securities; or (C) banking moratorium declared by Federal or New York authorities, or the authorities of any country in whose currency any Notes are denominated under the applicable Terms Agreement; or (D) any attack on, or outbreak or escalation of hostilities or act of terrorism involving the United States or any country in whose currency any Notes are denominated under the applicable Terms Agreement is involved, any declaration of war by Congress, any material adverse change in financial markets or any other substantial national or international calamity or emergency if, in the judgment of the Purchasing Agent or such requesting Agent, the effect of any such attack, outbreak, escalation, act, material adverse change, declaration, calamity or emergency makes it impracticable or inadvisable to proceed with the public offering of such Notes or enforce contracts for the sale of such Notes; or (E) trading in any securities of the Company has been suspended or limited by the Commission or a national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States. 19 The termination of this Agreement shall not require termination of any agreement by the Purchasing Agent to purchase Notes as principal, and the termination of any Terms Agreement shall not, in and of itself, require termination of this Agreement. If this Agreement is terminated, the last sentence of the second paragraph of Section IV(a), Section III(c), (d) and (e), Section VI, and the first paragraph of Section XII shall survive; provided, that, if at the time of termination of this Agreement an offer to purchase Notes has been accepted by the Company but the time of delivery to the purchaser or its agent of such Notes has not occurred, the provisions of Section III(a) and (b), and Section IV(b) and (d) shall also survive until time of delivery. VIII. Except as otherwise specifically provided herein, all statements, requests and notices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to you shall be sufficient in all respects if delivered in person or sent by telecopier transmission (confirmed in writing), a nationally recognized overnight courier or registered mail to you at your address, telex or telecopier number set forth below by your signature and if to the Company shall be sufficient in all respects if delivered or sent by any of such methods to the Company at 200 Clarendon Street, Boston, Massachusetts 02116, Attention: Guaranteed and Structured Financial Products Group, telecopier number (617) 572-9457, or such other address as may be supplied by one party to the other in writing from time to time. All such notices shall be effective on receipt. IX. This Agreement shall be binding upon you and the Company, and inure solely to the benefit of you and the Company and any other person expressly entitled to indemnification hereunder and the respective personal representatives, successors and assigns of each, and no other person shall acquire or have any rights under or by virtue of this Agreement. The term "successors" shall not include any purchaser of the Notes from any of the Agents merely by reason of such purchase. X. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. Each party to this Agreement irrevocably agrees that any legal action or proceeding against it arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered against it in connection with this Agreement may be brought in any Federal or New York State court sitting in the Borough of Manhattan, and, by execution and delivery of this Agreement, such party hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues. Each party hereby also irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. 20 XI. If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney. XII. The Company will pay the expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement; (ii) the preparation, issuance and delivery of the Notes; (iii) the fees and disbursements of the Company's counsel and auditors, of the Trustee and its counsel and of any paying or other agents appointed by the Company; (iv) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and the Prospectus; (v) the reasonable fees and disbursements of Gibson, Dunn & Crutcher LLP, counsel for the Agents (including "Blue Sky" fees and disbursements, if any); (vi) if the Company lists Notes on a securities exchange, the costs and fees of such listing; and (vii) any fees charged by rating agencies for the rating of the Notes. This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. As used herein, "business day" means any day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York. 21 If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Company and you. Very truly yours, JOHN HANCOCK LIFE INSURANCE COMPANY By:_________________________________ Name: Title: Confirmed and accepted as of the date first above written: ABN AMRO FINANCIAL SERVICES, INC. By:_______________________________ Name: Title: ABN AMRO Financial Services, Inc. 327 Plaza Real, Suite 225 Boca Raton, FL 33432 Attention: _________________ Telefax: __________________ A.G. EDWARDS & SONS, INC. By:_______________________________ Name: Title: A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, MO 63103 Attention: _________________ Telefax: __________________ 22 EDWARD D. JONES & CO., L.P. By:_______________________________ Name: Title: Edward D. Jones & Co., L.P. 12555 Manchester Des Peres, Missouri 63131 Attention: _________________ Telefax: __________________ FIDELITY CAPITAL MARKETS a division of National Financial Services LLC By:_______________________________ Name: Title: Fidelity Capital Markets a division of National Financial Services LLC 200 Seaport Blvd. - Mail Zone Z2H Boston, Massachusetts 02210 Attention: _________________ Telefax: __________________ FIRST UNION SECURITIES, INC. By:_______________________________ Name: Title: First Union Securities, Inc. 301 S. College Street Charlotte, NC 28288 Attention: Retail Taxable Fixed Income Telefax: __________________ 23 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By:_______________________________ Name: Title: Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Attention: _________________ Telefax: __________________ MORGAN STANLEY & CO. INCORPORATED By:_______________________________ Name: Title: Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Attention: Manager, Attention: Credit Department Telefax: 212-761-0780 MURIEL SIEBERT & CO., INC. By:_______________________________ Name: Title: Muriel Siebert & Co., Inc. 885 Third Avenue Suite 1720 New York, NY 10022 Attention: ______________ Telefax: _______________ 24 PRUDENTIAL SECURITIES, INCORPORATED By:_______________________________ Name: Title: Prudential Securities, Incorporated One New York Plaza 15th Floor New York, NY 10292-2015 Attention: _________________ Telefax: __________________ QUICK & REILLY, INC. (A FLEET BOSTON FINANCIAL COMPANY) By:_______________________________ Name: Title: Quick & Reilly, Inc. (a Fleet Boston Financial Company) 14 Wall Street 23rd Floor New York, NY 10005 Attention: _________________ Telefax: __________________ SALOMON SMITH BARNEY INC. By:_______________________________ Name: Title: Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Attention: _________________ Telefax: __________________ 25 SIGNATOR INVESTORS, INC. By:_______________________________ Name: Title: Signator Investors, Inc. 200 Clarendon Street Boston, Massachusetts 02116 Attention: _________________ Telefax: __________________ UBS PAINEWEBBER INC. By:_______________________________ Name: Title: UBS PaineWebber Inc. Attention: Taxable Fixed Income Department -- Corporate Desk 800 Harbor Blvd. Weehawken, New Jersey 07087 Telephone: (201) 352-7150 Telecopier: (201) 352-6900 26 EXHIBIT A SignatureNotes JOHN HANCOCK LIFE INSURANCE COMPANY DEALER AGENT PROGRAM The following Concessions are payable as a percentage of the Price to Public of each Note sold to or through the Purchasing Agent and will not exceed the amounts listed below. 9 months to less than 23 months ....................... 0.600% 23 months to less than 35 months ...................... 0.850% 35 months to less than 47 months ...................... 1.375% 47 months to less than 59 months ...................... 1.625% 59 months to less than 71 months ...................... 2.000% 71 months to less than 83 months ...................... 2.250% 83 months to less than 95 months ...................... 2.250% 95 months to less than 107 months ..................... 2.375% 107 months to less than 119 months .................... 2.375% 119 months to less than 131 months .................... 2.500% 131 months to less than 143 months .................... 2.750% 143 months to less than 179 months. ................... 3.250% 179 months to less than 239 months .................... 3.500% 239 months to 360 months .............................. 5.000% A-1 EXHIBIT B JOHN HANCOCK LIFE INSURANCE COMPANY $3,000,000,000 SignatureNotes WITH MATURITIES OF NINE MONTHS OR MORE FROM DATE OF ISSUE ADMINISTRATIVE PROCEDURES SignatureNotes with maturities of nine months or more from date of issue (the "Notes"), are offered on a continuing basis by John Hancock Life Insurance Company. The Notes will be offered by ABN AMRO Financial Services, Inc. (the "Purchasing Agent"), A.G. Edwards & Sons, Inc., Edward D. Jones & Co., L.P., Fidelity Capital Markets, a division of National Financial Services LLC, First Union Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Muriel Siebert & Co., Inc., Prudential Securities, Incorporated, Quick & Reilly, Inc. (a Fleet Boston Financial Company), Salomon Smith Barney Inc., Signator Investors, Inc. and UBS PaineWebber Inc. (collectively, the "Agents") pursuant to a Selling Agent Agreement among the Company and the Agents dated as of the date hereof (the "Selling Agent Agreement") and one or more terms agreements substantially in the form attached to the Selling Agent Agreement as Exhibit C (each a "Terms Agreement"). The Notes are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) to (i) customers of the Agents or (ii) selected broker-dealers (the "Selling Group") for distribution to their customers pursuant to a Master Selected Dealers Agreement (a "Dealers Agreement") substantially in the form attached to the Selling Agent Agreement as Exhibit E. The Agents have agreed to use their reasonable best efforts to solicit offers to purchase Notes. The Notes will constitute unsecured and unsubordinated debt and have been registered with the Securities and Exchange Commission (the "Commission"). JPMorgan Chase Bank is trustee (the "Trustee") under an Indenture, dated as of June __, 2002, as supplemented from time to time, between the Company and the Trustee (the "Indenture") covering the Notes. Pursuant to the terms of the Indenture, JPMorgan Chase Bank also will serve as authenticating agent, issuing agent and paying agent. Each tranche of Notes will be issued in book-entry form and represented by one or more fully registered global notes without coupons (each, a "Global Note") held by the Trustee, as agent for the Depository Trust Corporation ("DTC") and recorded in the book-entry system maintained by DTC, or other depositary as is specified in the relevant Pricing Supplement (as defined in the Selling Agent Agreement). Each Global Note will have the annual interest rate, maturity and other terms set forth in the relevant Pricing Supplement (as defined in the Selling Agent Agreement). Owners of beneficial interests in a Global Note will be entitled to physical delivery of Notes issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture. Administrative procedures and specific terms of the offering are explained below. Administrative responsibilities, accountable document control and record-keeping responsibilities will be performed by the Company's Guaranteed and Structured Financial B-1 Products Group. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Notes and the details of their delivery. Notes will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Notes, the Indenture, the Selling Agent Agreement or the Prospectus and the Pricing Supplement (together, the "Prospectus"), the relevant provisions of the Notes, the Indenture, the Selling Agent Agreement and the Prospectus shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Selling Agent Agreement, the Prospectus in the form most recently filed with the Commission pursuant to Rule 424 of the Securities Act, or in the Indenture. Administrative Procedures for Notes In connection with the qualification of Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under a Letter of Representations from the Company and the Trustee to DTC, dated _______ __, 2002, and a Medium-Term Note Certificate Agreement between the Trustee and DTC (the "Certificate Agreement"), dated ______ __, ____, and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). The procedures set forth below may be modified in compliance with DTC's then applicable procedures and upon agreement by the Company, the Trustee and the Purchasing Agent. Maturities: Each Note will mature on a date (the "Maturity Date") not less than nine months after the date of delivery by the Company of such Note. Notes will mature on any date selected by the initial purchaser and agreed to by the Company. "Maturity" when used with respect to any Note means the date on which the outstanding principal amount of such Note becomes due and payable in full in accordance with its terms, whether at its Maturity Date or by declaration of acceleration, call for redemption, repayment, as a result of a valid exercise of the Survivor's Option, if any, or otherwise. Issuance: Unless otherwise specified in an applicable Pricing Supplement, all Notes having the same terms will be represented initially by a single Global Note. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. All Discount Notes which have the same terms (collectively, the "Zero-Coupon Terms") will be represented initially by a single Global Note in fully registered form without coupons. Each Global Note will bear an original issue date (the "Original Issue Date"). The Original Issue Date shall remain the same for all Notes subsequently issued upon registration of transfer, exchange or B-2 substitution of an original Note regardless of their dates of authentication. Identification Numbers: The Company has received from the CUSIP Service Bureau (the "CUSIP Service Bureau") of Standard & Poor's Corporation ("Standard & Poor's") one series of CUSIP numbers consisting of approximately 900 CUSIP numbers for future assignment to Global Notes. The Company will provide DTC and the Trustee with a list of such CUSIP numbers. The Company will assign CUSIP numbers as described below under Settlement Procedure "B". DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Notes. The Company will reserve additional CUSIP numbers when necessary for assignment to Global Notes and will provide the Trustee and DTC with the list of additional CUSIP numbers so obtained. Registration: Unless otherwise specified by DTC, Global Notes will be issued only in fully registered form without coupons. Each Global Note will be registered in the name of Cede & Co., as nominee for DTC, on the Note Register maintained under the Indenture by the Trustee. The beneficial owner of a Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner of such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfers of interests in a Global Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such interests. Exchanges: The Trustee, at the Company's request, may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation specifying (a) the CUSIP numbers of two or more Global Notes outstanding on such date that represent Notes having the same terms (except that Issue Dates need not be the same) and for which interest, if any, has been paid to the same date and which otherwise constitute Notes of the same series and tenor under the Indenture, (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date, if any, for the related Notes, on which such Global Notes shall be exchanged for a single replacement Global Note; and (c) a new CUSIP number, obtained from the Company, B-3 to be assigned to such replacement Global Note. Upon receipt of such a notice, DTC will send to its Participants (including the Issuing Agent) and the Trustee a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Notes for a single Global Note bearing, the new CUSIP number and the CUSIP numbers of the exchanged Global Notes will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Global Notes to be exchanged exceed $500,000,000 in aggregate principal or face amount, one replacement Global Note will be authenticated and issued to represent each $500,000,000 of principal or face amount of the exchanged Global Notes and an additional Global Note will be authenticated and issued to represent any remaining principal amount of such Global Notes (See "Denominations" below). Denominations: Notes will be issued in denominations of $1,000 or more (in multiples of $1,000). Global Notes will be denominated in principal or face amounts not in excess of $500,000,000. If one or more Notes having an aggregate principal or face amount in excess of $500,000,000 would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 principal or face amount of such Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Note or Notes. In such case, each of the Global Notes representing such Note or Notes shall be assigned the same CUSIP number. Issue Price: Unless otherwise specified in an applicable Pricing Supplement, each Note will be issued at the percentage of principal amount specified in the Prospectus relating to such Note. Interest: Unless otherwise specified in the Pricing Supplement, each Note will bear interest at a fixed rate, which may be zero during all or any part of the term in the case of certain Notes issued at a price representing a substantial discount from the principal amount payable at Maturity. Interest on each Note will accrue from and including the Issue Date of such Note for the first interest period and from the most recent Interest Payment Date to which interest has been paid for all subsequent interest periods. Except as set forth hereafter, each payment of interest on a Note will include interest accrued to but excluding, as the case may be, the Interest Payment Date or the date of Maturity (other than a Maturity Date of a Note occurring on the 31st day of a month in which case such payment of interest will include interest accrued to but excluding the 30th B-4 day of such month). Each pending deposit message described under Settlement Procedure "C" below will be routed to Standard & Poor's, which will use the message to include certain information regarding the related Notes in the appropriate daily bond report published by Standard & Poor's. Each Note will bear interest from and including its Issue Date at the rate per annum set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Note (other than a Zero-Coupon Note) will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date and at Maturity (or on the date of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor's Option). Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, that interest payable at Maturity, on a date of redemption or in connection with the exercise of the Survivor's Option will be payable to the person to whom principal shall be payable. Any payment of principal or interest required to be made on a Note on a day which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no additional interest shall accrue as a result of such delayed payment. Unless otherwise specified in the applicable Pricing Supplement, any interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. The interest rates the Company will agree to pay on newly-issued Notes are subject to change without notice by the Company from time to time, but no such change will affect any Notes already issued or as to which an offer to purchase has been accepted by the Company. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day if not a Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day if not a Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day if not a Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is B-5 issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day if not a Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the date fifteen calendar days prior to such Interest Payment Date, whether or not such date shall be a Business Day; provided, however, that interest payable at Maturity will be payable to the person to whom principal shall be payable. Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or Maturity Date, as the case may be. Calculation of Interest: Unless otherwise specified in the applicable Pricing Supplement, any interest on the Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. (Examples of interest calculations are as follows: October 1, 2002 to April 1, 2003 equals 6 months and 0 days, or 180 days; the interest paid equals 180/360 times the annual rate of interest times the principal amount of the Note. The period from December 3, 2002 to April 1, 2003 equals 3 months and 28 days, or 118 days; the interest payable equals 118/360 times the annual rate of interest times the principal amount of the Note.) Business Day: "Business Day" means, unless otherwise specified in the applicable Pricing Supplement, any day, other than a Saturday or Sunday, that meets the following applicable requirement: such day is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York. Payments of Principal and Interest: Payments of Principal and Interest. Promptly after each Regular Record Date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest, if any, to be paid on each Global Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with a Maturity Date) and the total of such amounts. DTC will confirm the amount payable on each Global Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor's. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than on the Maturity Date), at the times and in the manner set forth below under "Manner of B-6 Payment". If any Interest Payment Date for any Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date. Payments on the Maturity Date. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Note representing Notes maturing or subject to redemption (pursuant to a sinking fund or otherwise) or repayment ("Maturity") in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal and interest payments with respect to each Global Note on or about the fifth Business Day preceding the Maturity Date of such Global Note. On the Maturity Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Global Note, together with interest, if any, due on such Maturity Date, at the times and in the manner set forth below under "Manner of Payment". If the Maturity Date of any Global Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity Date. Promptly after payment to DTC of the principal and interest due on the Maturity Date of such Global Note and all other Notes represented by such Global Note, the Trustee will cancel and destroy such Global Note in accordance with the Indenture and so advise the Company. Manner of Payment. The total amount of any principal and interest due on Global Notes on any Interest Payment Date or at Maturity shall be paid by the Company to the Trustee in immediately available funds on such date. Prior to 10:00 a.m., New York City time, on the Maturity Date, or as soon as possible thereafter, the Trustee will make payment to DTC in accordance with existing arrangements between DTC and the Trustee, in funds available for immediate use by DTC, each payment of interest, principal and premium, if any, due on a Global Note on such date. On each Interest Payment Date (other than on the Maturity Date) the Trustee will pay DTC such interest payments in same-day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Note as are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by DTC of the principal of, or premium, if any, or interest on, the Notes to such Participants. B-7 Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note. Procedure for Rate Setting and Posting: The Company and the Purchasing Agent will discuss, from time to time, the aggregate principal amounts of, the Maturities, the Issue Price and the interest rates to be borne by Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest rates to be referred to herein as "Posting"), or if the Company decides to change interest rates previously posted by it, it will promptly advise the Purchasing Agent of the prices and interest rates to be posted. The Purchasing Agent in turn will promptly advise the other Agents. The Company, in consultation with the Trustee, will assign a separate CUSIP number for each tranche of Notes to be posted, and will so advise and notify the Trustee and Purchasing Agent of said assignment by telephone and/or by telecopier or other form of electronic transmission prior to Posting. The Purchasing Agent will, in turn, include the assigned CUSIP number on all Posting notices communicated to the Agents and Selling Group members. Offering of Notes: In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selling Group members the Maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selling Group, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not a Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a "Trade Day"), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. B-8 Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted, and no order will be accepted that is not for $1,000 or an integral multiple of $1,000. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause a Prospectus and Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. B-9 Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent: Subject to "Suspension of Solicitation; Amendment or Supplement" below, the Agents will deliver a Prospectus (including the applicable Pricing Supplement) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the applicable Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note. Settlement: The receipt of immediately available funds by the Company in payment for Notes and the authentication and issuance of the Global Note representing such Notes shall constitute "Settlement" with respect to such Note. All orders accepted by the Company will be settled within one to three Business Days pursuant to the timetable for Settlement set forth below, unless the Company and the purchaser agree to Settlement on a later date, which date shall be specified upon acceptance of such offer; provided, however, that in all cases the Company will notify the Trustee on the date issuance instructions are given. Settlement Procedures: In the event of a purchase of Notes by any Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between such Agent and the Company pursuant to the Selling Agent Agreement. Settlement Procedures with regard to each Note sold by an Agent, as agent for the Company, shall be as follows: A. After the acceptance of an offer by the Company with respect to a Note, the Purchasing Agent will communicate the following details of the terms of such offer (the "Note Sale Information") to the Company by telephone confirmed in writing or by facsimile transmission or other acceptable written means: 1. Principal amount of the purchase; B-10 2. Interest Rate; 3. Interest Payment Dates; 4. Settlement Date; 5. Maturity Date; 6. Purchase Price; 7. Purchasing Agent's commission determined pursuant to Section IV(a) of the Selling Agent Agreement; 8. Net proceeds to the Company; 9. Trade Date; 10. If a Note is redeemable by the Company, such of the following as are applicable: (i) The date on and after which such Note may be redeemed (the "Redemption Commencement Date"), (ii) Initial redemption price (% of par), and (iii) Amount (% of par) that the initial redemption price shall decline (but not below par) on each anniversary of the Redemption Commencement Date; 11. Whether the Note has the Survivor's Option; 12. If a Discount Note, the total amount of original issue discount, the yield to maturity and the initial accrual period of original issue discount; 13. DTC Participant Number of the institution through which the customer will hold the beneficial interest in the Global Note; and 14. Such other terms as are necessary to complete the applicable form of Note. B. 1. The Company will confirm the previously assigned CUSIP number to the Global Note representing the Notes and then advise the Trustee by telephone (confirmed in writing and signed by an authorized person at any time on the same date) or by facsimile transmission signed by an authorized person of the B-11 information set forth in Settlement Procedure "A" above and the name of the Purchasing Agent. 2. The Company will provide the Pricing Supplement reflecting the terms of such Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply a copy thereof to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. C. The Trustee will communicate to DTC and the Purchasing Agent through DTC's Participant Terminal System, a pending deposit message specifying the following Settlement information: 1. The information received in accordance with Settlement Procedure "A". 2. The numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Purchasing Agent. 3. The initial Interest Payment Date for such Note, number of days by which such date succeeds the related DTC record date (which term means the Regular Record Date), and if then calculated, the amount of interest payable on such Initial Interest Payment Date (which amount shall have been confirmed by the Trustee). 4. The CUSIP number of the Global Note representing such Notes. 5. The frequency of payments of interest, if any, under the Notes. 6. Whether such Global Note represents any other Notes issued or to be issued (to the extent then known). D. DTC will credit such Note to the participant account of the Trustee maintained by DTC. E. The Trustee will complete and deliver a Global Note representing such Note in a form that has been approved by the Company, the Agents and the Trustee. F. The Trustee will authenticate the Global Note representing such Note and maintain possession of such Global Note. G. The Trustee will enter an SDFS deliver order through DTC's B-12 Participant Terminal System instructing DTC to (i) debit such Note to the Trustee's participant account and credit such Note to the participant account of the Agent maintained by DTC and (ii) debit the settlement account of the Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less the Purchasing Agent's commission. The entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (a) the Global Note representing such Note has been issued and authenticated and (b) the Trustee is holding such Global Note pursuant to the Certificate Agreement. H. The Purchasing Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Note to the Purchasing Agent's participant account and credit such Note to the participant accounts of the Participants to whom such Note is to be credited maintained by DTC and (ii) debit the settlement accounts of such Participants and credit the settlement account of the Purchasing Agent maintained by DTC, in an amount equal to the price of the Note so credited to their accounts. I. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "G" and "H" will be settled in accordance with SDFS operating procedures in effect on the Settlement Date. J. The Trustee will credit to an account of the Company maintained at JPMorgan Chase Bank funds available for immediate use in an amount equal to the amount credited to the Trustee's DTC participant account in accordance with Settlement Procedure "G". K. The Trustee will send a copy of the Global Note representing such Note by first-class mail to the Company. L. The Purchasing Agent will confirm the purchase of each Note to the purchaser thereof either by transmitting to the Participant to whose account such Note has been credited a confirmation order through DTC's Participant Terminal System or by mailing a written confirmation to such purchaser. In all cases the Prospectus, as most recently amended or supplemented, must accompany or precede such confirmation. M. Upon request by the Company, the Trustee will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indenture and setting forth the CUSIP number(s) assigned to, and a brief description of, any B-13 orders which the Company has advised the Trustee but which have not yet been settled. Settlement Procedures Timetable: In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement. For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "M" shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement: Procedure Time A 4:00 p.m. on the Trade Day. B.1 5:00 p.m. on the Trade Day. B.2 11:00 a.m. on the Business Day following the Trade Day C 2:00 p.m. on the Business Day before the Settlement Date. D 10:00 a.m. on the Settlement Date. E 12:00 p.m. on the Settlement Date. F 12:30 p.m. on the Settlement Date. G-H 2:00 p.m. on the Settlement Date. I 4:45 p.m. on the Settlement Date. J-L 5:00 p.m. on the Settlement Date M At the request of the Company. NOTE: The Prospectus as most recently amended or supplemented must accompany or precede any written confirmation given to the customer (Settlement Procedure "L"). Settlement Procedure "I" is subject to extension in accordance with any extension Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If Settlement of a Note is rescheduled or cancelled, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date. B-14 Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Note pursuant to Settlement Procedure "G", the Trustee may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message; provided, that, such participant account contains Notes having the same terms and having a principal amount that is at least equal to the principal amount of such Note to be debited. If withdrawal messages are processed with respect to all the Notes issued or to be issued represented by a Global Note, the Trustee will cancel such Global Note in accordance with the Indenture, make appropriate entries in its records and so advise the Company. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent the Notes for which withdrawal messages have been processed and shall be cancelled immediately after issuance, and the other of which shall represent the remaining Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC's participant Terminal System reversing the orders entered pursuant to Settlement Procedures "G" and "H", respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the Agent in the performance of its obligations hereunder or under the Selling Agent Agreement, the Company will reimburse the Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Notes that were to have been represented by a Global Note, the Trustee will provide, in accordance with Settlement Procedures "D" and "E", for the authentication and issuance of a Global Note representing the other Notes to have been represented by such Global Note and will make appropriate entries in its records. B-15 Procedure for Rate Changes: Each time a decision is reached to change the interest rates on the Notes, the Company will promptly advise the Purchasing Agent of the new rates, who will forthwith advise the Agents and Selling Group Members and will suspend solicitation of purchases of Notes at the prior rates. The Agents may telephone the Company with recommendations as to the changed interest rates. Suspension of Solicitation; Amendment or Supplement: Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of offers to purchase may be resumed. In the event that at the time the Company suspends solicitation of offers to purchase there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose. B-16 Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent's solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company. B-17 EXHIBIT C JOHN HANCOCK LIFE INSURANCE COMPANY SignatureNotes TERMS AGREEMENT __________ __, 200_ John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02116 The undersigned agrees to purchase the following aggregate principal amount of Notes: $ ______________ The terms of such Notes shall be as follows: CUSIP Number: ____________________ Interest Rate: ____________ % Maturity Date: _____________________ Price to Public: ___________________ Agent's Concession: ________________% Reallowance: ______________% Settlement Date, Time and Place: ______________________________ Survivor's Option: __________________________________ Interest Payment Dates: _____________________________ Optional Redemption, if any: ________________________ Initial Redemption Date: ___________________ Redemption Price: Initially % of Principal Amount and declining ____% of the Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Company] ABN AMRO FINANCIAL SERVICES, INC. By:___________________________ Name: Title: C-1 ACCEPTED: JOHN HANCOCK LIFE INSURANCE COMPANY By: ___________________________ Name: Title: C-2 Exhibit D Form of Pricing Supplement Registration No. 333-85488 Filed Pursuant to Rule 424(b)(2) John Hancock Life Insurance Company Signature Notes With Maturities of Nine Months or More from Date of Issue - -------------------------------------------------------------------------------- Pricing Supplement No. __ Trade Date: __/__/__ (To Prospectus dated ______ __, 2002) Issue Date: __/__/__ The date of this Pricing Supplement is _______ __, ____ CUSIP or Stated Annual Common Code Interest Rate Maturity Date Price to Public Additional Amounts ----------- ------------- ------------- --------------- ------------------
Interest Payment If Callable by Issuer, Frequency dates and terms of redemption (First Payment Date) Survivor's Option Callable by Issuer (including the redemption price) -------------------- ----------------- ------------------ --------------------------------
Discounts and Other Material Proceeds to Issuer Commissions Reallowance Dealer Terms (if any) ------------------ ----------- ----------- ------ -------------- Original Issue Discount/1/ -------------- _______________________ /1/ For information regarding certain tax provisions applicable to Original Issue Discount notes, including zero-coupon notes, see "Tax Consequences to U.S. Holders -- Original Issue Discount Notes" in the Prospectus. D-1 EXHIBIT E Form of Master Selected Dealer Agreement [Name of Broker-Dealer] [Broker-Dealer's Address] Dear Selected Dealer: In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows. 1. Applicability of this Agreement. The terms and conditions of this Agreement shall be applicable to any public offering of securities ("Securities") pursuant to a registration statement filed under the Securities Act of 1933 (the "Securities Act"), or exempt from registration thereunder (other than a public offering of Securities effected wholly outside the United States of America), wherein ABN AMRO Financial Services, Inc. ("AAFS") (acting for its own account or for the account of any underwriting or similar group or syndicate) is responsible for managing or otherwise implementing the sale of the Securities to selected broker-dealers ("Selected Dealers") and has expressly informed you that such terms and conditions shall be applicable. Any such offering of Securities to you as a Selected Dealer is hereinafter called an "Offering". In the case of any Offering where we are acting for the account of any underwriting or similar group or syndicate ("Underwriters"), the terms and conditions of this Agreement shall be for the benefit of, and binding upon, such Underwriters, including, in the case of any Offering where we are acting with others as representatives of Underwriters, such other representatives. 2. Conditions of Offering; Acceptance and Purchases. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. We will advise you by telegram, telex or other form of written communication ("Written Communication", which term, in the case of any Offering described in Section 3(a) or 3(b) hereof, may include a prospectus or offering circular) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c) hereof) of any Offering in which you are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by you with respect to an Offering should be sent to ABN AMRO Financial Services, Inc., 327 Plaza Real, Suite 225, Boca Raton, Florida 33432 (Telecopy: (561) 416-6180). We reserve the right to reject any acceptance in whole or in part. Unless notified otherwise by us, Securities E-1 purchased by you shall be paid for on such date as we shall determine, on one business day's prior notice to you, by certified or official bank check, in an amount equal to the Public Offering Prices (as hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), payable in immediately available funds to the order of ABN AMRO Financial Services, Inc., against delivery of the Securities. If Securities are purchased and paid for at such Public Offering Price, such Concession will be paid after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Notwithstanding the foregoing, unless notified otherwise by us, payment for and delivery of Securities purchased by you shall be made through the facilities of The Depository Trust Company, if you are a member, unless you have otherwise notified us prior to the date specified in a Written Communication to you from us or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date. 3. Representations, Warranties and Agreements. (a) Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act ("Registered Offering"), we shall provide you with such number of copies of each preliminary prospectus and of the final prospectus relating thereto as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act") and the applicable rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. You represent and warrant that you are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that you will comply therewith. You agree to make a record of your distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a preliminary prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the prospectus in connection with the sale of such Securities. (b) Offerings Pursuant to Offering Circular. In the case of any Offering of Securities, other than a Registered Offering, which is made pursuant to an offering circular or other document comparable to a prospectus in a Registered Offering, including, without limitation, an Offering of "exempted securities" as defined in Section 3(a)(12) of the Exchange Act (an "Exempted Securities Offering"), we shall provide you with such number of copies of each preliminary offering circular and of the final offering circular relating thereto as you may reasonably request. You agree that you will comply with the applicable Federal and state laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, governing the use and distribution of offering circulars by brokers or dealers. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the final offering circular delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriter to give any information or to make any representation not contained in the offering circular in connection with the sale of such Securities. E-2 (c) Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering Price", the "Concession" and the "Reallowance". With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof. (d) Over-allotment; Stabilization; Unsold Allotments. We may, with respect to any Offering, be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Securities for long or short account and to stabilize or maintain the market price of the Securities. You agree not to purchase and sell Securities for which an order from a client has not been received without our consent in each instance. You further agree that, upon our request at any time and from time to time prior to the termination of the provisions of Section 3(c) hereof with respect to any Offering, you will report to us the amount of Securities purchased by you pursuant to such Offering which then remain unsold by you and will, upon our request at any such time, sell to us for our account or the account of one or more Underwriters such amount of such unsold Securities as we may designate at the Public Offering Price less an amount to be determined by us not in excess of the Concession. If, prior to the later of (i) the termination of the provisions of Section 3(c) hereof with respect to any Offering or (ii) the covering by us of any short position created by us in connection with such Offering for our account or the account of one or more Underwriters, we purchase or contract to purchase for our account or the account of one or more Underwriters in the open market or otherwise any Securities purchased by you under this Agreement as part of such Offering, you agree to pay us on demand an amount equal to the Concession with respect to such Securities (unless you shall have purchased such Securities pursuant to Section 2 hereof at the Public Offering Price in which case we shall not be obligated to pay such Concession to you pursuant to Section 2) plus transfer taxes and broker's commissions or dealer's mark-up, if any, paid in connection with such purchase or contract to purchase. (e) NASD. You represent and warrant that you are actually engaged in the investment banking or securities business. In addition, you further represent and warrant that you are either (i) a member in good standing of the NASD(ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make any sales within E-3 the United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's interpretation with respect to free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a "Bank"). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling Concession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules of the NASD, (2) if you are a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling Concession, discount or other allowance is granted to you, clauses (1), (2) and (3) of the preceding paragraph will be applicable. (f) Relationship among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Reallowance. You are not authorized to act as agent for us, any Underwriter or the issuer or other seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter shall be under any obligation to you except for obligations assumed hereby or in any Written Communication from us in connection with any Offering. Nothing contained herein or in any Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another. If the Selected Dealers, among themselves or with the Underwriters, should be deemed to constitute a partnership for Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with that election. You authorize us, in our discretion, to execute and file on your behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, you shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers (including you), or any of them, constitute an association, an unincorporated business or other E-4 entity, including, in each case, your proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (g) Blue Sky Laws. Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or blue sky laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction. (h) Compliance with Law. You agree that in selling Securities pursuant to any Offering (which agreement shall also be for the benefit of the issuer or other seller of such Securities) you will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Securities and Exchange Commission thereunder, the applicable rules and regulations of the NASD, the applicable rules and regulations of any securities exchange having jurisdiction over the Offering and the applicable laws, rules and regulations specified in Section 3(b) hereof. (i) Registration of the Securities. You are aware that no action has been or will be taken by the issuer of the Securities that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required, other than registering the Securities under the Securities Act in the case of a Registered Offering. Accordingly, you agree that you will observe all applicable laws and regulations in each jurisdiction in or from which you may directly or indirectly acquire, offer, sell, or deliver Securities or have in your possession or distribute the Prospectus or any other offering material relating to the Securities, and you will obtain any consent, approval or permission required by you for the purchase, offer, or sale by you of the Securities under the laws and regulations in force in any such jurisdiction to which you are subject or in which you make such purchase, offer, or sale. Neither the issuer of the Securities nor AAFS or any Selected Dealers or Underwriters shall have any responsibility for determining what compliance is necessary by you or for your obtaining such consents, approvals, or permissions. You further agree that you will take no action that will impose any obligations on the issuer of the Securities, AAFS, or any Selected Dealers or Underwriters. Subject as provided above, you shall, unless prohibited by applicable law, furnish to each person to whom you offer, sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or (unless delivery of the Prospectus is required by applicable law) inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. In the case of an Exempted Securities Offering, all references to "Prospectus" in this section shall be interpreted to mean "offering circular." 4. Indemnification. You agree to indemnify and hold harmless ABN AMRO Financial Services, Inc., the issuer of the Securities, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) ABN AMRO Financial Services, Inc. or the issuer of the Securities, and their respective directors, E-5 officers and employees from and against any and all losses, liabilities, costs or claims (or actions in respect thereof) (collectively, "Losses") to which any of them may become subject (including all reasonable costs of investigating, disputing or defending any such claim or action), insofar as such Losses arise out of or are in connection with the breach of any representation, warranty or agreement made by you herein. If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party, the indemnified party shall promptly notify the indemnifying party in writing, and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnified party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. The indemnity agreements contained in this Section and the representations and warranties by you in this Agreement shall remain operative and in full force and effect regardless of: (i) any termination of this Agreement; (ii) any investigation made by an indemnified party or on such party's behalf or any person controlling an indemnified party or by or on behalf of the indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iii) acceptance of and payment for any Securities. 5. Termination, Supplements and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supercedes all prior oral or written agreements between the parties hereto or their predecessors with regard to the subject matter hereof. This Agreement may be terminated by Written Communication from you to AAFS or from AAFS to you. Until so terminated, this Agreement shall continue in full force and effect. This Agreement may be supplemented or amended by us by written notice E-6 thereof to you, and any such supplement or amendment to this Agreement shall be effective with respect to any Offering to which this Agreement applies after the date you received such supplement or amendment. Each reference to "this Agreement" herein shall, as appropriate, be to this Agreement as so amended and supplemented. The terms and conditions set forth in Section 3(c) hereof with regard to any Offering will terminate at the close of business on the 30th day after the commencement of the public offering of the Securities to which such Offering relates, but in our discretion may be extended by us for a further period not exceeding 30 days and in our discretion, whether or not extended, may be terminated at any earlier time. 6. Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and other persons specified in Section 1 hereof, and the respective successors and assigns of each of them. 7. Governing Law. This Agreement and the terms and conditions set forth herein with respect to any Offering together with such supplementary terms and conditions with respect to such Offering as may be contained in any Written Communication from us to you in connection therewith shall be governed by, and construed in accordance with, the laws of the State of New York. E-7 Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 5 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, ABN AMRO FINANCIAL SERVICES, INC. By:__________________________________ Name: Title: CONFIRMED: ________ __, 200_ (NAME OF BROKER-DEALER) By:_______________________________ Name: Title: E-8 EX-4.1 4 dex41.txt FORM OF INDENTURE BETWEEN THE COMPANY AND JPMORGAN EXHIBIT 4.1 JOHN HANCOCK LIFE INSURANCE COMPANY AND JPMORGAN CHASE BANK, TRUSTEE INDENTURE DATED AS OF ______________, 2002 SIGNATURENOTES(SM) (SM)SERVICE MARK OF JOHN HANCOCK LIFE INSURANCE COMPANY TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS ............................................................................... 1 SECTION 1.01 DEFINITIONS ......................................................................... 1 ADDITIONAL AMOUNTS ............................................................................ 2 AMORTIZED FACE AMOUNT ......................................................................... 2 AUTHORIZED OFFICER ............................................................................ 2 BOARD OF DIRECTORS ............................................................................ 2 BOARD RESOLUTIONS ............................................................................. 2 BOOK-ENTRY NOTE ............................................................................... 2 BUSINESS DAY .................................................................................. 2 COMPANY ....................................................................................... 2 COMPANY ORDER ................................................................................. 2 CONSOLIDATED NET TANGIBLE ASSETS .............................................................. 2 CORPORATE TRUST OFFICE ........................................................................ 3 CORPORATION ................................................................................... 3 CUSIP NUMBER .................................................................................. 3 DEPOSITARY .................................................................................... 3 DETERMINATION OF TAX EVENT .................................................................... 3 DISCOUNT NOTES ................................................................................ 3 EVENT OF DEFAULT .............................................................................. 3 FUNDING AGREEMENT ............................................................................. 3 GAAP .......................................................................................... 4 GLOBAL NOTE ................................................................................... 4 GUARANTEE ..................................................................................... 4 HOLDER ........................................................................................ 4 INDEBTEDNESS .................................................................................. 4 INDENTURE ..................................................................................... 4 INTEREST PAYMENT DATE ......................................................................... 5 ISSUANCE ORDER ................................................................................ 5 ISSUE DATE .................................................................................... 5 ISSUE PRICE ................................................................................... 5 LIEN .......................................................................................... 5 MATURITY ...................................................................................... 5 MATURITY DATE ................................................................................. 5 NON-UNITED STATES PERSON ...................................................................... 5 NOTES ......................................................................................... 5 NOTE REGISTER ................................................................................. 5 OFFICER'S CERTIFICATE ......................................................................... 5 OPINION OF COUNSEL ............................................................................ 6 OUTSTANDING ................................................................................... 6 PARTICIPANT ................................................................................... 6 PAYING AGENT .................................................................................. 6 PERMITTED COLLATERALIZATION ASSETS ............................................................ 6 PERMITTED COLLATERALIZATION OBLIGATION ........................................................ 6 PERMITTED SECURED INDEBTEDNESS ................................................................ 7 PERSON ........................................................................................ 8 PLACE OF PAYMENT .............................................................................. 8 REDEMPTION DATE ............................................................................... 8 REGULAR RECORD DATE ........................................................................... 8 RESPONSIBLE OFFICER ........................................................................... 8 SECURED INDEBTEDNESS .......................................................................... 8 SETTLEMENT DATE ............................................................................... 9
i SIGNATURENOTES ................................................................................ 9 STATED MATURITY ............................................................................... 9 SUBSIDIARY .................................................................................... 9 SURVIVOR'S OPTION ............................................................................. 9 SURVIVOR'S OPTION BLACKOUT PERIOD ............................................................. 9 TRANCHE ....................................................................................... 9 TRUST INDENTURE ACT OF 1939 ................................................................... 9 U.S. DOLLAR .................................................................................. 9 ZERO-COUPON NOTES ............................................................................. 9 SECTION 1.02 NOTICE TO NOTEHOLDERS. .......................................................... 9 ARTICLE TWO EXECUTION, ISSUE AND EXCHANGE OF NOTES. ................................................. 10 SECTION 2.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES ............................... 10 SECTION 2.02 FORM OF NOTES ................................................................... 13 SECTION 2.03 DENOMINATIONS; RECORD DATE ...................................................... 13 SECTION 2.04 EXECUTION AND DELIVERY OF NOTES ................................................. 14 SECTION 2.05 FORM OF CERTIFICATE OF AUTHENTICATION ........................................... 15 SECTION 2.06 AUTHENTICATION AND DELIVERY OF NOTES ............................................ 15 SECTION 2.07 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES .................................. 17 SECTION 2.08 MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN NOTES ............................. 19 SECTION 2.09 CANCELLATION .................................................................... 20 ARTICLE THREE REDEMPTION OF NOTES; SURVIVOR'S OPTION ................................................ 20 SECTION 3.01 REDEMPTION OF NOTES; APPLICABILITY OF SECTION ................................... 20 SECTION 3.02 SURVIVOR'S OPTION ............................................................... 22 SECTION 3.03 REDEMPTION FOR TAX REASONS ...................................................... 25 ARTICLE FOUR PAYMENT AND PAYING AGENTS. ............................................................. 26 SECTION 4.01 PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT OF ADDITIONAL AMOUNTS ................ 26 SECTION 4.02 PAYING AGENTS ................................................................... 31 SECTION 4.03 PROVISIONS AS TO PAYING AGENTS .................................................. 31 SECTION 4.04 OFFICES FOR NOTICES, ETC ........................................................ 32 ARTICLE FIVE NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE ............................ 32 SECTION 5.01 NOTEHOLDER LISTS ................................................................ 32 SECTION 5.02 PRESERVATION AND DISCLOSURE OF LISTS. ........................................... 33 SECTION 5.03 REPORTS BY THE COMPANY .......................................................... 34 SECTION 5.04 REPORTS BY THE TRUSTEE. ......................................................... 35 ARTICLE SIX REMEDIES ON DEFAULT. .................................................................... 36 SECTION 6.01 EVENTS OF DEFAULT ............................................................... 36 SECTION 6.02 PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR ...................................... 38 SECTION 6.03 APPLICATION OF MONEYS COLLECTED BY TRUSTEE ...................................... 40 SECTION 6.04 PROCEEDINGS BY NOTEHOLDERS ...................................................... 41 SECTION 6.05 REMEDIES CUMULATIVE AND CONTINUING .............................................. 41 SECTION 6.06 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULT .................................. 42 SECTION 6.07 NOTICE OF DEFAULTS .............................................................. 42 SECTION 6.08 UNDERTAKING TO PAY COSTS ........................................................ 42 ARTICLE SEVEN CONCERNING THE TRUSTEE .................................................................. 43 SECTION 7.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE .......................................... 43 SECTION 7.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC ............................................ 44 SECTION 7.03 NO RESPONSIBILITY FOR RECITALS, ETC ............................................. 45 SECTION 7.04 OWNERSHIP OF NOTES .............................................................. 45 SECTION 7.05 MONEYS TO BE HELD IN TRUST ...................................................... 45
ii SECTION 7.06 COMPENSATION AND EXPENSES OF TRUSTEE .................................. 45 SECTION 7.07 OFFICER'S CERTIFICATE AS EVIDENCE ..................................... 46 SECTION 7.08 CONFLICTING INTEREST OF TRUSTEE ....................................... 46 SECTION 7.09 ELIGIBILITY OF TRUSTEE ................................................ 46 SECTION 7.10 RESIGNATION OR REMOVAL OF TRUSTEE ..................................... 47 SECTION 7.11 ACCEPTANCE BY SUCCESSOR TRUSTEE ....................................... 48 SECTION 7.12 SUCCESSOR BY MERGER, ETC .............................................. 49 SECTION 7.13 LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR .......................... 49 ARTICLE EIGHT CONCERNING THE NOTEHOLDERS ............................................. 50 SECTION 8.01 ACTION BY NOTEHOLDERS ................................................. 50 SECTION 8.02 PROOF OF EXECUTION BY NOTEHOLDERS ..................................... 50 SECTION 8.03 WHO ARE DEEMED ABSOLUTE OWNERS ........................................ 51 SECTION 8.04 COMPANY-OWNED NOTES DISREGARDED ....................................... 51 SECTION 8.05 REVOCATION OF CONSENTS; FUTURE NOTEHOLDERS BOUND ...................... 51 ARTICLE NINE NOTEHOLDERS' MEETINGS ................................................... 52 SECTION 9.01 PURPOSES OF MEETINGS .................................................. 52 SECTION 9.02 CALL OF MEETINGS BY TRUSTEE ........................................... 52 SECTION 9.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS ............................ 52 SECTION 9.04 QUALIFICATION FOR VOTING .............................................. 52 SECTION 9.05 REGULATIONS ........................................................... 53 SECTION 9.06 VOTING ................................................................ 53 ARTICLE TEN SUPPLEMENTAL INDENTURES .................................................. 54 SECTION 10.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS ................ 54 SECTION 10.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS ................... 55 SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES ............................................................ 56 SECTION 10.04 NOTATION ON NOTES ..................................................... 56 ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE ............................. 57 SECTION 11.01 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS ....................... 57 SECTION 11.02 SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY ................... 57 SECTION 11.03 OPINION OF COUNSEL TO BE GIVEN TRUSTEE ................................ 57 ARTICLE TWELVE LIMITATIONS ON LIENS .................................................. 58 SECTION 12.01 LIMITATIONS ON LIENS .................................................. 58 ARTICLE THIRTEEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS ........... 58 SECTION 13.01 DISCHARGE OF INDENTURE ................................................ 58 SECTION 13.02 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE ....................... 58 SECTION 13.03 PAYING AGENT TO REPAY MONEYS HELD ..................................... 59 SECTION 13.04 RETURN OF UNCLAIMED MONEYS ............................................ 59 SECTION 13.05 SATISFACTION, DISCHARGE AND DEFEASANCE OR COVENANT DEFEASANCE OF NOTES OF ANY SERIES ......................................................... 59 ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS ..... 62 SECTION 14.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS ...................... 62 ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS ............................................. 62 SECTION 15.01 BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND HOLDERS ............... 62 SECTION 15.02 PROVISIONS BINDING ON COMPANY'S SUCCESSORS ............................ 62 SECTION 15.03 ADDRESSES FOR NOTICES, ETC ............................................ 62 SECTION 15.04 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT ...................... 62
iii SECTION 15.05 LEGAL HOLIDAYS ........................................................ 63 SECTION 15.06 TRUST INDENTURE ACT TO CONTROL ........................................ 63 SECTION 15.07 EXECUTION IN COUNTERPARTS ............................................. 63 SECTION 15.08 NEW YORK CONTRACT ..................................................... 63 SECTION 15.09 SEVERABILITY OF PROVISIONS ............................................ 64 SECTION 15.10 COMPANY RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES ......................................................... 64
iv EXHIBITS - -------- Page ---- Exhibit A Form of Face of Book-Entry Note ......................... A-1 Exhibit B Form of Issuance Order .................................. B-2 v THIS INDENTURE dated as of _____________, 2002, between JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter sometimes called the "Company"), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee hereunder (hereinafter sometimes called the "Trustee," which term shall include any successor trustee appointed pursuant to Article Seven). WITNESSETH: WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes its unsecured debentures, notes or other evidences of indebtedness (hereinafter called the "Notes", and, unless otherwise specified in connection with the issuance of a particular series of Notes, referred to for marketing purposes as "SignatureNotes(SM)") and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes in one or more series, and, within a series, in one or more Tranches (as defined below), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be fixed as hereinafter provided; and WHEREAS, all acts and things necessary to constitute this Indenture a valid agreement of the Company according to its terms, have been done and performed; NOW, THEREFORE: In order to declare the terms and conditions upon which the Notes are authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Notes by the holders thereof and of the sum of one dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Notes or, to the extent applicable, particular series or Tranches thereof, as follows: ARTICLE ONE DEFINITIONS SECTION 1.01 DEFINITIONS. The terms defined in this Section (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, as amended, shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise clearly requires) assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole, including the Exhibits to this instrument, and not to any particular Article, Section or other subdivision. Certain terms used wholly or principally within an Article of this Indenture may be defined in that Article. ADDITIONAL AMOUNTS: The term "Additional Amounts" shall have the meaning given such term in Section 4.01. AMORTIZED FACE AMOUNT: The term "Amortized Face Amount" shall mean, with respect to any Discount Note, the amount equal to the sum of its Issue Price plus the original issue discount amortized using the "interest method" (computed in accordance with GAAP in effect on the date as of which such amount is calculated) from the Issue Date to the date as of which such amount is calculated. AUTHORIZED OFFICER: The term "Authorized Officer" shall mean the Company's Chief Financial Officer, the Company's Treasurer or any senior officer of the Company's Guaranteed and Structured Financial Products Group identified in a certificate signed by the Company's Chief Financial Officer or Treasurer and delivered to the Trustee in accordance with Section 2.04. BOARD OF DIRECTORS: The term "Board of Directors" shall mean the Board of Directors of the Company. BOARD RESOLUTIONS: The term "Board Resolution" shall mean a resolution certified by the Secretary or Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. BOOK-ENTRY NOTE: The term "Book-Entry Note" shall have the meaning given such term in Section 2.03. BUSINESS DAY: The term "Business Day" shall mean, with respect to any Note, unless such Note shall otherwise provide, any day other than a Saturday or Sunday that meets the following applicable requirement: such day is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York. COMPANY: The term "Company" shall mean the person named as the "Company" in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor corporation. COMPANY ORDER: The term "Company Order" shall mean any request, order or confirmation of the Company signed by an Authorized Officer, which may be transmitted by telecopy or in writing. CONSOLIDATED NET TANGIBLE ASSETS: "Consolidated Net Tangible Assets" means at any date, the total assets appearing on the most recently prepared quarterly consolidated balance sheet of the Company and its Subsidiaries, prepared in accordance with GAAP, less each of the following as shown on such balance sheet: (a) all short-term debt, dividends payable to 2 policyholders and unpaid claims and any claim expense reserve; (b) all goodwill, tradenames, trademarks, licenses, patents and copyrights, (c) all deferred policy acquisition costs, and (d) all assets allocated to separate accounts. CORPORATE TRUST OFFICE: The term "Corporate Trust Office" shall mean the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of original execution of the Indenture is located at 450 West 33/rd/ Street, 15/th/ Floor, New York, NY 10001, Attention: Institutional Trust Services. CORPORATION: The term "corporation" shall include corporations, associations, companies and business trusts. CUSIP NUMBER: The term "CUSIP number" shall include all of the series of identification numbers obtained by the Company from the CUSIP Service Bureau of Standard & Poor's Corporation for assignment to Global Notes representing Book-Entry Notes. DEPOSITARY: The term "Depositary" shall mean, with respect to the Notes of any series or Tranche within a series issuable or issued in whole or in part in the form of one or more Global Notes, the Person designated as Depositary by the Company pursuant to Section 2.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Notes of any such series or Tranche shall mean the Depositary with respect to the Notes of that series or Tranche. DETERMINATION OF TAX EVENT: The term "Determination of Tax Event" shall have the meaning given such term in Section 3.03. DISCOUNT NOTES: The term "Discount Notes" shall mean any Notes which are initially sold at a discount from the principal amount thereof and which provide upon an Event of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof. EVENT OF DEFAULT: The term "Event of Default" shall mean any event specified as such in Section 6.01. FUNDING AGREEMENT: The term "Funding Agreement" means a "funding agreement" as defined under the insurance laws of the Commonwealth of Massachusetts, between the Company and the Trustee, as funding agreement holder, constituting an irrevocable obligation of the Company to make the payments required under such agreement to the Trustee on the dates specified in such agreement, which obligation, under such insurance laws, is, in the event of the Company's insolvency, on a parity with the Company's obligation to make payments on its insurance policies and senior to the Company's obligation to make payments to its general unsecured creditors. 3 GAAP: The term "GAAP" means generally accepted accounting principles, consistently applied. GLOBAL NOTE: The term "Global Note" shall have the meaning given such term in Section 2.06. GUARANTEE: The term "Guarantee" means any obligation, contingent or otherwise, of the Company directly or indirectly guaranteeing any indebtedness of any other Person that would constitute Indebtedness if incurred by the Company, if entered into for the purpose of assuring in any manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb or "Guaranteed" used as an adjective shall have a corresponding meaning. HOLDER: The terms "holder," when used with respect to any Note, and "Noteholder," "holder of Notes," or other similar terms, when used with respect to any Note, shall mean the person in whose name the Note is registered in the Note Register. INDEBTEDNESS: The term "Indebtedness" means at any date, without duplication, (i) all obligations of the Company for borrowed money evidenced by bonds, debentures, notes or other similar instruments, (ii) all obligations of the Company to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iii) all obligations of the Company as a lessee which are capitalized in accordance with GAAP, (iv) all non-contingent obligations of the Company to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instruments, (v) all indebtedness of others which would be Indebtedness if incurred by the Company, if such indebtedness is secured by a Lien on the Company's general assets, whether or not such indebtedness is assumed by the Company, (vi) any Guarantee by the Company of indebtedness of others which would be Indebtedness if incurred directly by the Company, and (vii) all redeemable preferred stock issued by the Company other than any such preferred stock redeemable at the sole option of the Company; provided that the term Indebtedness shall not include (y) obligations for which recourse for payment is limited to specified assets of a Person or (z) obligations of a Person which is an insurance company (1) which arise in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and other similar contracts entered into in the ordinary conduct of such Person's insurance business or (2) to the extent that recourse for the payment of such obligations is limited to assets held in separate accounts of such Person. INDENTURE: The term "Indenture" shall mean this instrument as originally executed as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. The term "Indenture" also shall include the terms of particular series of Notes or Tranche within a series of Notes established as contemplated by Section 2.01. 4 INTEREST PAYMENT DATE: The term "Interest Payment Date," when used with respect to any Note, means the Stated Maturity of an installment of interest on such Note. ISSUANCE ORDER: The term "Issuance Order" shall mean a Company Order substantially in the form attached as Exhibit B to this Indenture, specifying the terms and conditions applicable to a particular series, or Tranche within a series, of Notes, executed by the Company and acknowledged by the Trustee on or prior to the Issue Date of such series or Tranche of Notes. ISSUE DATE: The term "Issue Date" shall mean, with respect to any Note, the date such Note is authenticated pursuant to Section 2.06. ISSUE PRICE: The term "Issue Price", when used with respect to any Discount Note, means the price at which such Note was initially sold as of the Issue Date thereof. LIEN: The term "Lien" means, with respect to any asset, any mortgage, lien, pledge, security interest, charge or encumbrance of any kind in respect of such asset. The Company shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. MATURITY: The term "Maturity," when used with respect to any Note, shall mean the date on which the principal of such Note or an installment of principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. MATURITY DATE: The term "Maturity Date," when used with respect to any Note, shall mean the Stated Maturity of the principal of such Note. NON-UNITED STATES PERSON: The term "Non-United States Person" means any person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust or of a foreign partnership, one or more of the partners or members of which is a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. NOTES: The term "Note" or "Notes" shall have the meaning stated in the first recital of this Indenture and more particularly means any unsecured debentures, notes or other evidences of indebtedness of the Company issued, authenticated and delivered under this Indenture. NOTE REGISTER: The term "Note Register" shall have the meaning specified in Section 2.07. OFFICER'S CERTIFICATE: The term "Officer's Certificate" shall mean a certificate signed by an Authorized Officer. 5 OPINION OF COUNSEL: The term "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company or, if reasonably acceptable to the Trustee, other counsel. OUTSTANDING: The term "outstanding," when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent), provided, that if such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Notes paid or in lieu of and in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.08, unless proof satisfactory to the Trustee is presented that any such Notes are held by bona fide holders in due course. PARTICIPANT: The term "Participant" shall mean the person or persons designated by beneficial owners of Book-Entry Notes to act as agent or agents for such owners in connection with the book-entry system maintained by the Depositary. PAYING AGENT: The term "Paying Agent" shall mean, initially, JPMorgan Chase Bank, as set forth in Section 4.02, and subsequently, any other paying agent appointed by the Company from time to time in respect of the Notes. PERMITTED COLLATERALIZATION ASSETS: The term "Permitted Collateralization Assets" shall mean assets pledged to secure Permitted Collateralization Obligations. PERMITTED COLLATERALIZATION OBLIGATION: The term "Permitted Collateralization Obligation" shall mean any obligation relating to real estate mortgage investment conduits ("REMICs"), pass-through obligations, collateralized mortgage obligations, collateralized bond obligations or similar instruments, except an obligation of the Company or any Subsidiary (excluding any Subsidiary that is the issuer of the REMIC, pass-through obligation, collateralized mortgage obligation, collateralized bond obligation or similar instrument) to the extent that such obligation requires a cash payment by the Company or such Subsidiary, recourse for the payment of which is not limited to specific assets of the Company or such Subsidiary (excluding any obligation of the Company or such Subsidiary (i) to make advances in connection with the servicing 6 of such REMIC, pass-through obligation, collateralized mortgage obligation, collateralized bond obligation or similar instrument or (ii) to repurchase collateral). PERMITTED SECURED INDEBTEDNESS: The term "Permitted Secured Indebtedness" shall mean any Secured Indebtedness described below: (i) Secured Indebtedness secured by a Lien on any asset of the Company, if the Secured Indebtedness was incurred or assumed for the purpose of financing all or any part of the cost of the acquisition, construction or improvement of such asset and if such Lien existed prior to the acquisition of such asset or attaches to such asset concurrently or within 90 days after the acquisition or commencement of construction or improvement thereof; (ii) Secured Indebtedness secured by a Lien on any asset of a corporation or other entity if such Secured Indebtedness and such Lien are in existence at the time such corporation or other entity is merged or consolidated with or into, or substantially all of the assets of such corporation or other entity are transferred to, the Company, or substantially all of the assets of the Company are transferred to such corporation or other entity, provided such Secured Indebtedness and Lien were not incurred in contemplation of such transaction; (iii) Secured Indebtedness secured by a Lien on any asset which Lien was in existence at the time the applicable asset was acquired by the Company, provided such Lien was not incurred in contemplation of such acquisition; (iv) Secured Indebtedness secured by a Lien on any asset of the Company, if recourse on such Secured Indebtedness is limited to such asset; (v) Secured Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted under clause (i), (ii), (iii) or (iv) of this definition, provided such Secured Indebtedness is not increased and is not secured by any additional assets of the Company; (vi) Secured Indebtedness if the only assets of the Company securing such Secured Indebtedness are assets held in separate accounts of the Company and, in the Company's discretion, other assets which are permitted to secure Permitted Secured Indebtedness under another clause of this definition; (vii) Secured Indebtedness if the only assets of the Company securing such Secured Indebtedness are Permitted Collateralization Assets and, in the Company's discretion, other assets which are permitted to secure Permitted Secured Indebtedness under another clause of this definition; (viii) Secured Indebtedness (a) secured by securities loaned by the Company or (b) arising out of repurchase agreements, reverse repurchase agreements or swap contracts entered into by the Company, in either case in the ordinary course of the Company's business; 7 (ix) Secured Indebtedness arising in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and similar contracts entered into in the ordinary conduct of the Company's insurance business; (x) Secured Indebtedness secured by a Lien on real property, to the extent that such Lien consists of easements, rights of way and similar Liens that do not in the aggregate materially impair the use of such property; (xi) Secured Indebtedness owing from the Company to one or more Subsidiaries; and (xii) Secured Indebtedness which, when added to the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Notes are secured equally and ratably with (or prior to) such Secured Indebtedness and further not including in this computation any Secured Indebtedness which is concurrently being retired or any Permitted Secured Indebtedness under clauses (i) through (xi) hereof), would not exceed 15% of Consolidated Net Tangible Assets. PERSON: The term "person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. PLACE OF PAYMENT: The term "Place of Payment," when used with respect to Notes of any series or Tranche within a series, means the place or places where the principal of and interest, if any, on the Notes of that series or Tranche are payable. REDEMPTION DATE: The term "Redemption Date" shall have the meaning given such term in Section 3.01. REGULAR RECORD DATE: The term "Regular Record Date" for the interest payable on any Interest Payment Date on the Notes of any series or Tranche within a series means the date specified for that purpose as contemplated by Sections 2.01 and 2.03. RESPONSIBLE OFFICER: The term "responsible officer" when used with respect to the Trustee shall mean any officer within the Corporate Trust Office including any Vice President, Managing Director, Assistant Vice President, Trust Officer, Senior Trust Officer, Secretary, Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer's knowledge and familiarity with the particular subject. SECURED INDEBTEDNESS: "Secured Indebtedness" means Indebtedness of the Company which is secured by any Lien upon any asset of the Company. 8 SETTLEMENT DATE: The term "Settlement Date" shall mean the date of delivery of an authenticated Note against receipt of immediately available funds by the Company in payment for such Note. SIGNATURENOTES(SM): The term "SignatureNotes(SM)" shall mean Notes issued pursuant to this Indenture and bearing such name. STATED MATURITY: The term "Stated Maturity", when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the date on which the principal of such Note or such installment of principal or interest is due and payable. SUBSIDIARY: The term "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. SURVIVOR'S OPTION: The term "Survivor's Option" means, where applicable, the right of a holder of a Note to require the Company to repay such Note prior to its Maturity Date upon the death of the owner of such Note. SURVIVOR'S OPTION BLACKOUT PERIOD: The term "Survivor's Option Blackout Period" means, where applicable, the period, commencing on the Issue Date of any Note and ending on the date specified in Section 3.02 or in any Issuance Order or supplemental indenture applicable to a series, or Tranche within a series, of Notes, within which a Survivor's Option may not be exercised with respect to a Note of the applicable series or Tranche. TRANCHE: The term "Tranche" means all Notes of a series bearing the same terms, including the same Settlement Date, Maturity Date, interest rate, Interest Payment Dates, Redemption Date, if any and Survivor's Option provision, if any. TRUST INDENTURE ACT OF 1939: The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of 1939, as amended. U.S. DOLLAR: The term "U.S. Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. ZERO-COUPON NOTES: The term "Zero-Coupon Notes" shall mean any Discount Notes on which no interest is to be paid to the Holder prior to the date on which the principal of such Note is payable. SECTION 1.03 NOTICE TO NOTEHOLDERS. Except as otherwise expressly provided herein, where this Indenture provides for notice to holders of Notes of any event, such notice shall be sufficiently given if in writing and mailed, first class, postage prepaid, to each holder at such holder's address as it appears in the Note Register, 9 not later than the latest date, and not earlier than the earliest date prescribed for such notice. Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular holder of a Note shall affect the sufficiency of such notice with respect to other holders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by holders of Notes shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. ARTICLE TWO EXECUTION, ISSUE AND EXCHANGE OF NOTES. SECTION 2.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES. Upon the execution of this Indenture, or from time to time thereafter, Notes up to the aggregate principal amount authorized by or pursuant to a Board Resolution may be executed and delivered by the Company. Notes will be delivered to the Trustee for authentication, after execution by the Company, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, as provided in an Issuance Order, without any further action by the Company, but subject to the provisions of Section 2.06. The Notes may be issued in one or more series, and, within each series, in one or more Tranches. The aggregate principal amount of Notes of all series which may be authenticated and delivered and outstanding under this Indenture is not limited. The Notes of a particular series may be issued up to the aggregate principal amount of Notes for such series from time to time authorized by or pursuant to a Company Order or a supplemental indenture; provided that the aggregate principal of Notes Outstanding shall not exceed the amount authorized from time to time by Board Resolution. Unless otherwise specified in a Company Order or a supplemental indenture, the aggregate principal amount of Notes of a Tranche within a series which may be authenticated and delivered and outstanding under this Indenture is not limited; provided that the aggregate principal of outstanding Notes of such series shall not exceed the amount authorized from time to time for such series. There shall be established and set forth, or determined in the manner provided, in one or more Issuance Orders or supplemental indentures, prior to the issuance of Notes of a series (or, in the case of a series with multiple Tranches, prior to the issuance of Notes of the applicable Tranche): 10 (1) the designation of the series of the Notes (which shall distinguish the Notes of such series from all other Notes); (2) any limit upon the aggregate principal amount of the Notes of the series, or of any Tranche within the series, which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series or Tranche pursuant to Section 2.07, 2.08, 3.01 or 10.04); (3) the date or dates on which the principal of the Notes of the series, or Tranche within the series, is payable (which date shall not be less than nine months from the Issue Date of the applicable Notes); (4) the rate at which Notes of the series, or Tranche within the series, shall bear interest, if any, the Interest Payment Dates on which such interest shall be payable (if other than those specified in Section 4.01), the date from which interest shall accrue on such Notes (if other than the Issue Date) and the Regular Record Date for the determination of holders of such Notes to whom interest is payable on any Interest Payment Date (if other than the Regular Record Date specified in Section 4.01); (5) if applicable, the place or places (in addition to such place or places specified in this Indenture) where the principal of and interest, if any, on Notes of the series, or Tranche within the series, shall be payable; (6) the right, if any, of the Company to redeem Notes, in whole or in part, at its option or upon the occurrence of a Determination of Tax Event and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Notes of the series, or Tranche within the series, may be redeemed pursuant to any sinking fund or otherwise; (7) the obligation, if any, of the Company to redeem, purchase or repay Notes of the series, or Tranche within the series, pursuant to any mandatory redemption sinking fund or analogous provisions or at the option of a holder thereof pursuant to the Survivor's Option (and, if a purchase obligation upon exercise of a Survivor's Option is provided for, (i) if the Survivor's Option Blackout Period is different for Notes of such series, or Tranche within the series, than the Survivor's Option Blackout Period specified in Section 3.02, the applicable Survivor's Option Blackout Period, if any, (ii) any Annual Put Limitation established in accordance with Section 3.02, and (iii) any Individual Put Limitation established in accordance with Section 3.02), and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Notes of the series, or Tranche within the series, shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (8) the denominations in which Notes of the series, or Tranche within the series, shall be issuable, if other than $1,000 and integral multiples of $1,000; 11 (9) if other than 100% of the principal amount, the portion of the principal amount of Notes of the series, or Tranche within the series, which shall be payable upon declaration of acceleration of the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 6.02; (10) if the Notes of the series, or Tranche within the series, shall be issued in whole or in part in the form of one or more Global Notes, the Depositary for such Note or Notes; (11) if any Global Notes of the series, or Tranche within the series, are to be issuable initially in temporary form; (12) if beneficial owners of interests in any definitive Global Notes may exchange such interests for Notes of such series and Tranche of any authorized form and denomination, the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner provided in Section 2.07; (13) limitations, if any, on the provisions for the defeasance or covenant defeasance of the Notes of the series, or Tranche within the series, and any additional terms, provisions, conditions or covenants under this Indenture that may be subject to covenant defeasance in the case of Notes of such series or Tranche; (14) if the Notes of such series, or Tranche within the series, are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Note of such series or Tranche) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; (15) if any Notes of such series, or Tranche within the series, are to be issuable in certificated form; (16) any trustees, depositories, authenticating or paying agents, registrars or any other agents with respect to the Notes of such series, or Tranche within the series, if different from those specified in this Indenture; (17) whether Additional Amounts, if any, shall be payable by the Company with respect to the Notes of such series, or Tranche within the series; (18) if other than the period specified in Section 3.01, the period prior to a Redemption Date within which the Trustee must give notice to the Holders of Notes of such series, or Tranche within the series, selected for redemption regarding such selection and Redemption Date; and (19) any other terms of the series, or Tranche within the series (which terms shall not be inconsistent with the provisions of this Indenture). All Notes of any one series (or in the case of a series with more than one Tranche, of any Tranche within the series) shall be substantially identical except (i) as to 12 denomination and (ii) as may otherwise be set forth in such Issuance Order or in any such indenture supplemental hereto. SECTION 2.02 FORM OF NOTES. The Notes shall be in the forms referred to in Section 2.06, in connection with Global Notes, or, with respect to Global Notes or Notes in certificated form, in such other forms as may be approved by or pursuant to a Company Order or supplemental indenture hereto. Interest on the Notes (other than Zero-Coupon Notes) shall be payable monthly, quarterly, semiannually or annually as set forth in the forms approved from time to time by or pursuant to a Company Order or a supplemental indenture hereto. Such forms may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed, or to conform to usage. The Notes of any series, or Tranche within a series, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Notes as evidenced by their execution of such Notes by manual or facsimile signature. SECTION 2.03 DENOMINATIONS; RECORD DATE. Unless otherwise specified in an Issuance Order or supplemental indenture, the Notes of each series, or Tranche within a series, shall be issuable in book-entry form ("Book-Entry Notes") and represented by one or more Global Notes in registered form without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. The term "Regular Record Date" as used with respect to an Interest Payment Date (except a date for payment of defaulted interest) shall mean such day or days as shall be specified in the terms of the Notes of any particular series, or Tranche within a series, as contemplated by Section 2.01. The person in whose name any Note is registered at the close of business on the Regular Record Date with respect to an Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names outstanding Notes are registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of Notes of the series, or Tranche within the series, in default not less than fifteen days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest. 13 Global Notes will be denominated in principal amounts not in excess of $500,000,000 (or such higher amount as may be permitted, or lower amount as may be required, by the Depositary). If one or more Book-Entry Notes having an aggregate principal amount in excess of $500,000,000 (or such higher amount as may be permitted, or lower amount as may be required, by the Depositary) would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 (or such higher amount as may be permitted, or lower amount as may be required, by the Depositary) principal amount of such Book-Entry Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such case, each of the Global Notes representing such Book-Entry Note or Notes shall be assigned the same CUSIP number. SECTION 2.04 EXECUTION AND DELIVERY OF NOTES. The Notes shall be signed on behalf of the Company by an Authorized Officer, under its corporate seal. Such signature may be the manual or facsimile signature of the present or any future such officer. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form hereinbelow recited, executed by the Trustee by manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate upon any Note shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or the Company or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Within five days after the execution and delivery of this Indenture, but no later than the date of first issuance of Notes hereunder, the Company shall deliver to the Trustee an Officer's Certificate as to the incumbency and specimen signatures of Authorized Officers, who shall be authorized to execute Notes and to give Company Orders under this Indenture and, as long as Notes are outstanding under this Indenture, shall deliver a similar Officer's Certificate within five days after any change in the officers so authorized. The Trustee may conclusively rely on the documents delivered pursuant to this Section and Sections 2.01, 2.02 and 2.06 hereof (unless revoked by superseding comparable documents) as to the authorization of the Board of Directors of any Notes delivered hereunder, the legality, binding effect and enforceability thereof and the form and terms thereof, and as to the authority of the instructing officers referred to in this Section so to act. 14 SECTION 2.05 FORM OF CERTIFICATE OF AUTHENTICATION. The certificate of authentication as to Notes of any series shall be in substantially the following form: [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the Notes described in the within-mentioned Indenture. ____________________________, as Trustee By: __________________________________ Authorized Officer SECTION 2.06 AUTHENTICATION AND DELIVERY OF NOTES. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated Notes or global Notes, without interest coupons ("Global Notes") of any series executed by the Company to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notes, and the Trustee shall authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that such form has been established in conformity with the provisions of this Indenture; (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent 15 transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trustee. Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series. Each Note shall be dated the date of its authentication. Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form. Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect: 16 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection by the Company. SECTION 2.07 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES. Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for the individual Notes represented thereby, in definitive form, a Global Note may not be transferred except as a whole by the Depositary for such series, or the applicable Tranche of such series, to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or Tranche or a nominee of such successor Depositary. If at any time the Depositary of a series or Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or Tranche or if at any time the Depositary for the Book-Entry Notes of such series or Tranche shall no longer be eligible under Section 2.06, the Company, by Company Order, shall appoint a successor Depositary with respect to the Notes of such series or Tranche. If a successor Depositary for the Notes of such series or Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, authenticate and deliver Notes of such series or Tranche in definitive form in an aggregate principal amount and like terms and tenor equal to the principal amount of the Book-Entry Note or Notes in global form representing such series or Tranche in exchange for such Book-Entry Note or Notes in global form. The Company may at any time and in its sole discretion determine that individual Book-Entry Notes of any series or Tranche issued in global form shall no longer be represented by a Global Note. In such event the Company will execute, authenticate and deliver individual certificated Notes of such series or Tranche in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note representing such series or Tranche in exchange for such Global Note. If specified by the Company with respect to a series or Tranche of Book-Entry Notes, the Depositary for such series or Tranche of Notes may surrender the Global Note 17 for such series or Tranche of Notes in exchange in whole or in part for individual Notes of such series or Tranche in definitive form and of like terms and tenor on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge: (a) to the Depositary or to each person specified by such Depositary a new individual Note or Notes of the same series and Tranche, of authorized denominations, in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Note; and (b) to such Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of the individual Notes delivered to holders thereof. Upon the exchange of a Global Note for Notes in definitive form, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee in writing. The Company shall deliver such Certificated Notes to the persons in whose names such Notes are so registered or to the Depositary. The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount. At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same 18 benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.01 or 10.04 not involving any transfer. If the Notes of any series (or of any series and specified Tranche) are to be redeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes of that series (or of that series and Tranche, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. The beneficial owner of a Book-Entry Note (or one or more indirect Participants in the Depositary designated by such owner) will designate one or more Participants in the Depositary to act as agent or agents for such owner in connection with the book-entry system maintained by the Depositary, and the Depositary will record in book-entry form, in accordance with instructions provided by such participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in the Depositary. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Transfers of a Book-Entry Note will be accomplished by book entries made by the Depositary and, in turn, by Participants (and in certain cases, one or more indirect participants in the Depositary) acting on behalf of beneficial transferors and transferees of such Book-Entry Note. SECTION 2.08 MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN NOTES. In case any Note shall at any time become mutilated, defaced, destroyed, lost or stolen, and such Note shall be delivered to the Trustee or satisfactory evidence of the destruction, loss, or theft thereof (together with the security and 19 indemnity hereinafter referred to and such other documents or proof required by the Company or the Trustee), shall be delivered to the Company and the Trustee, then the Company shall execute and the Trustee shall authenticate and deliver, in lieu of or in exchange for such Note, a new Note bearing a number not contemporaneously outstanding of the same series, form, Settlement Date, interest rate, denomination, Maturity Date and Interest Payment Dates. In the case of any mutilated, defaced, destroyed, lost or stolen Note, an indemnity satisfactory to the Company and the Trustee may be required of the holder of such Note before a replacement Note will be issued. All expenses (including taxes and governmental charges and the fees and expenses of the Trustee) associated with obtaining such indemnity and in issuing the new Note shall be borne by the holder of the Note so mutilated, defaced, destroyed, lost or stolen. In case any such mutilated, defaced, destroyed, lost or stolen Note has become or is about to become due and payable in full, the Company, in its discretion, instead of issuing a new Note may pay such Note on the date such Note is due and payable. Every substituted Note issued pursuant to the provisions of this Section by virtue of the fact that any Note is destroyed, lost or stolen shall, with respect to such Note, constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. All Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Notes and shall, to the extent permitted by law, preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. SECTION 2.09 CANCELLATION. All Notes surrendered for payment, redemption, registration of transfer, or exchange, as the case may be, shall, if surrendered to the Trustee, be cancelled and disposed of by it in accordance with its customary procedures and a certificate of disposition delivered to the Company, or shall, if surrendered to any Paying Agent, be delivered to the Trustee and promptly cancelled and disposed of by the Trustee and a certificate of disposition delivered to the Company, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. ARTICLE THREE REDEMPTION OF NOTES; SURVIVOR'S OPTION SECTION 3.01 REDEMPTION OF NOTES; APPLICABILITY OF SECTION. Redemption of Notes of any series, or Tranche within a series, as permitted or required by the terms thereof shall be made in accordance with such terms and this Section; provided, however, that if any provision of any series or Tranche of Notes shall 20 conflict with any provision of this Section, the provision of such series or Tranche of Notes shall govern. The Company shall, at least five (5) Business Days prior (or any shorter period which the parties hereto may agree in writing) to the latest date on which notice of redemption may be given by the Trustee, in accordance with provisions of the next paragraph, for the redemption of Notes of the applicable series or Tranche on the redemption date specified in such notice from the Company (a "Redemption Date"), give written notice to the Trustee that the Notes of such series or Tranche will be redeemed on the applicable Redemption Date. In the case of a partial redemption, if allowable, such notice shall state the aggregate principal amount of Notes to be redeemed. Otherwise, such notice shall state that the entire principal amount of Notes of the series or Tranche to be redeemed at the time outstanding shall be redeemed. In each case, such notice shall state the provision of the terms of such Notes under which such redemption is made, that the conditions precedent, if any, to such redemption have occurred, shall describe the same and shall state the applicable redemption price. The Company shall deliver to the Trustee any certificate or notice required to be so delivered by the terms of the Notes to be redeemed. Notice given hereunder shall, except in the case of a conditional notice of redemption described below or as otherwise provided by the terms of the Notes to be redeemed, be irrevocable. Unless otherwise specified in the applicable Issuance Order or supplemental indenture, any notice of an optional redemption by the Company or of a redemption by the Company upon a Determination of Tax Event may state that the redemption to be effected is conditioned upon the receipt by the Trustee on or prior to the applicable Redemption Date of moneys sufficient to pay the principal of and interest on the Notes to be redeemed and that if such moneys are not so received such notice shall be of no force or effect and such Notes shall not be required to be redeemed. In the event that such notice of redemption contains such a condition and moneys sufficient to pay the principal of and interest on the applicable Notes are not on deposit with the Trustee on the applicable Redemption Date, the redemption shall not be made and the Trustee shall within five Business Days thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received and that such redemption has been cancelled. Upon receipt of notice from the Company that the Notes of a series or Tranche will be redeemed, the Trustee shall cause notice of such redemption to be given not less than 30 days nor more than 60 days (or within any other period specified for such series or Tranche of Notes in the applicable Issuance Order or supplemental indenture) prior to the applicable Redemption Date in the manner provided in Section 1.02. Such notice shall specify the date fixed for redemption and the applicable redemption price, the Place of Payment, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that on and after said date interest thereon will cease to accrue and, if less than all the Notes of a given series or Tranche are to be redeemed, the identification and, in the case of partial redemptions, the principal amounts of the particular Notes to be redeemed. In the case of a redemption pursuant to any provisions of the terms of Notes specifying conditions precedent to redemption of the Notes of such series, such notice shall also state that the Company has advised the Trustee that the conditions precedent to such redemption have occurred and shall describe them, provided that in the case of a 21 conditional redemption notice described in the preceding paragraph, such notice shall state that such redemption is subject to the receipt by the Trustee on or prior to the applicable Redemption Date of moneys sufficient to pay the redemption price of the Notes. In the case of a partial redemption (if allowable) pursuant to the terms of the Notes to be redeemed, such notice shall indicate the serial numbers of the Notes to be redeemed (which shall be selected by the Trustee by lot or in such other manner as it shall deem appropriate and fair and which may provide for the selection for redemption of a portion of the principal amount of any Note; provided that the unredeemed portion of the principal amount of any Note shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Note). Otherwise, such notice shall state that the entire principal amount of the Notes of the series or Tranche to be redeemed at the time outstanding shall be redeemed. The Trustee shall promptly send a copy of the notice of redemption issued pursuant to this Section 3.01 to the Company, each other Paying Agent, and the Depositary. SECTION 3.02 SURVIVOR'S OPTION. If so specified in any Issuance Order applicable to a Note, the Representative (as defined below) of the beneficial owner of such Note shall have the option to elect repayment of such Note (or a portion thereof) in the event of the death of the beneficial owner of such Note, subject however to any Survivor's Option Blackout Period. Pursuant to exercise of the Survivor's Option, the Company shall repay any Note (or portion thereof) properly tendered to the Trustee for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased owner of the beneficial interest in such Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative, executor, surviving joint tenant or surviving tenant by the entirety of such deceased beneficial owner) at a price equal to 100% of the principal amount of the beneficial interest of the deceased owner in such Note plus accrued interest to the date of such repayment (or at a price equal to the Amortized Face Amount for Discount Notes and Zero-Coupon Notes on the date of such repayment), subject to the following limitations. The Company may, in its sole discretion, limit the aggregate principal amount of Notes as to which exercises of the Survivor's Option shall be accepted in any calendar year (the "Annual Put Limitation") to one percent (1%) of the outstanding principal amount of the Notes subject to the Survivor's Option as of the end of the most recent fiscal year, but not less than $1,000,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to $200,000, or such greater amount as the Company in its sole discretion may determine for any calendar year, the aggregate principal amount of Notes (or portions thereof) as to which exercise of the Survivor's Option will be accepted in such calendar year with respect to any individual deceased owner of beneficial interests in such Notes (the "Individual Put Limitation"). Moreover, the Company shall not make principal repayments pursuant to exercise of the Survivor's Option in amounts that are less than $1,000 or that are not integral multiples of $1,000, and, in the event that the limitations described in the preceding sentence would result in the partial repayment of any Note, the principal 22 amount of such Note remaining outstanding after repayment must be at least $1,000. The Survivor's Option shall not be exercisable during a Survivor's Option Blackout Period that, unless otherwise provided in an Issuance Order or supplemental indenture applicable to the Note, shall end on the first anniversary of the date of issuance of a Note. Any Note (or portion thereof) tendered pursuant to exercise of the Survivor's Option may not be withdrawn unless the Note (or portion thereof) is not accepted on account of the Annual Put Limitation or the Individual Put Limitation. Each Note (or portion thereof) that is tendered pursuant to valid exercise of the Survivor's Option shall be accepted promptly in the order all such Notes are tendered, except for any Note (or portion thereof) the acceptance of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual deceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been accepted pursuant to exercise of the Survivor's Option during such year has not exceeded the Annual Put Limitation, if applied, for such year, any exercise(s) of the Survivor's Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened the Individual Put Limitation, if applied, with respect to an individual deceased owner of beneficial interests therein shall be accepted in the order all such Notes (or portions thereof) were tendered, to the extent that any such exercise would not trigger the Annual Put Limitation for such calendar year. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option shall be repaid no later than the first Interest Payment Date for such Note that occurs 20 or more calendar days after the date of such acceptance or, in the case of Zero-Coupon Notes, as set forth in the applicable Issuance Order or supplemental indenture. Each Note (or any portion thereof) tendered for repayment that is not accepted in any calendar year due to the application of the Annual Put Limitation or the Individual Put Limitation shall be deemed to be tendered in the following calendar year in the order in which all such Notes (or portions thereof) were originally tendered, unless any such Note (or portion thereof) is withdrawn by the Representative for the deceased owner. In the event that a Note (or any portion thereof) tendered for repayment pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee shall deliver a notice by first-class mail to the Representative who tendered such Note for repayment, at the address identified by the Representative in connection with such tender, or in the case of a tender by a Representative that has not made such Representative's mailing address known to the Trustee, to the registered holder of the applicable Note at its last known address as indicated in the Note Register, or in the case of Notes represented by a Global Note, to the broker or other entity through which the beneficial interest in the Note is held by the deceased owner, which notice states the reason such Note (or portion thereof) has not been accepted for payment. The Representative may withdraw the tender of a Note (but only with respect to any portion of such Note that was not paid because of the application of the Annual Put Limitation or the Individual Put Limitation) prior to the earlier of (i) the date that is 90 days from the date of delivery by the Trustee of the foregoing notice of non-acceptance of the tender of a Note (or any portion thereof) or (ii) the Regular Record Date for the next scheduled Interest Payment Date, if any, on the Note. 23 Subject to the foregoing, in order for a Survivor's Option to be validly exercised with respect to any Note (or portion thereof), the Trustee must receive from the Representative of the deceased owner (i) a written request for repayment signed by the Representative, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company having an office or correspondent in the United States, (ii) tender of the Note (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Trustee and the Company that (A) the Representative has authority to act on behalf of the deceased beneficial owner, (B) the death of such beneficial owner has occurred and (C) the deceased was the owner of a beneficial interest in such Note at the time of death, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in such Note is held by a nominee of the deceased beneficial owner, a certificate or letter satisfactory to the Trustee from such nominee attesting to the deceased's ownership of a beneficial interest in such Note. All questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The death of a person owning a Note in joint tenancy or tenancy by the entirety with another or others shall be deemed the death of the holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment, together with interest accrued thereon to the repayment date. The death of a person owning a Note by tenancy in common shall be deemed the death of a holder of a Note only with respect to the deceased holder's interest in the Note so held by tenancy in common; except that in the event a Note is held by husband and wife as tenants in common, the death of either shall be deemed the death of the holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note, shall be deemed the death of the holder thereof for purposes of this provision, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial interest shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act, the Uniform Transfers to Minors Act, community property or other joint ownership arrangements between a husband and wife and trust arrangements where one person has substantially all of the beneficial ownership interest in the Note during his or her lifetime. For Notes represented by a Global Note, the Depositary or its nominee shall be the holder of such Note and therefore shall be the only entity (either directly or through its Participants) that can exercise the Survivor's Option for such Note. To obtain repayment pursuant to exercise of the Survivor's Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased owner (i) the documents described in clauses (i) and (iii) of the second preceding paragraph and (ii) instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment 24 pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (A) the documents received from the Representative referred to in clause (i) of the preceding sentence, (B) a certificate or letter satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner, (C) a detailed description of the Note, including CUSIP number, coupon rate, if any, and Maturity Date; (D) the deceased's social security number and (E) a written request for repayment signed by such broker or other entity. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative. SECTION 3.03 REDEMPTION FOR TAX REASONS. If so specified in any Issuance Order applicable to a series, or Tranche within a series, of Notes, the Notes of such series or Tranche may be redeemed, as a whole but not in part, at the option of the Company at any time, upon notice to the Trustee and the holders of the Notes in accordance with the provisions of Section 3.01 at a redemption price equal to 100% of the principal amount (or Amortized Face Amount in the case of a Discount Note) of the Notes to be redeemed together with accrued interest thereon to the Redemption Date, upon the occurrence of a Determination of Tax Event. For purposes of this Section 3.03, a "Determination of Tax Event" shall mean (i) the delivery to the Company of a written opinion of independent legal counsel of recognized standing, to the effect that as a result of a Tax Event the Company has become obligated to pay Additional Amounts and (ii) the delivery to the Trustee of an Officer's Certificate stating that the Company, in its business judgment, has determined that such obligation cannot be avoided by the use of reasonable measures available to the Company, not including assignment of the Notes. For purposes of this Section 3.03, a "Tax Event" shall mean the occurrence of any of the following: . any change in or amendment to the laws (including any regulations or rulings promulgated thereunder) of the United States or any political subdivision affecting taxation, which becomes effective after the Issue Date of the first Note of the applicable series or Tranche of Notes; . any change in or amendment to the official application or interpretation of the laws (including any regulations or rulings promulgated thereunder) of the United States or any political subdivision affecting taxation, which change, amendment, application or interpretation is announced or becomes effective after the Issue Date of the first Note of the applicable series or Tranche of Notes; or . any action taken by any taxing authority of the United States or any political subdivision affecting taxation which action is taken or becomes 25 generally known after the Issue Date of the first Note of the applicable series or Tranche of Notes, or any commencement of a proceeding in a court of competent jurisdiction in the United States after such date, whether or not such action was taken or such proceeding was brought with respect to the Company or the Notes. ARTICLE FOUR PAYMENT AND PAYING AGENTS. SECTION 4.01 PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT OF ADDITIONAL AMOUNTS. The Company will duly and punctually pay or cause to be paid the principal of and interest, if any, on each of the Notes at the place, at the respective times and in the manner provided in the terms of the Notes and in this Indenture. If so specified in any Issuance Order applicable to a series, or Tranche within a series, of Notes, the Company will duly and punctually pay or cause to be paid the Additional Amounts, if any, on each of the Notes at the place, at the respective times and in the manner provided in the terms of the Notes and in this Indenture. Each Note will bear interest from and including its Issue Date (or from such other date as may be specified in an Issuance Order or supplemental indenture hereto) at the rate per annum set forth in such Note and until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Issuance Order or supplemental indenture, interest on each Note (other than a Zero-Coupon Note) will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date as set forth in such Note and at Maturity (or on the date of redemption or repayment if a Note is repurchased by the Company prior to Maturity pursuant to mandatory or optional redemption provisions or the Survivor's Option). Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, interest payable at Maturity, on a date of redemption or in connection with the exercise of the Survivor's Option will be payable to the person to whom principal shall be payable. Unless otherwise specified in a Note, any interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Unless otherwise specified in the applicable Issuance Order or supplemental indenture, the following terms in this paragraph shall apply to each Note. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month, commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month, commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the 26 Interest Payment Date shall be the fifteenth day of each twelfth month, commencing in the twelfth succeeding calendar month following the month in which the Note is issued. Unless otherwise specified in the applicable Issuance Order, the Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurs, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date. Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date, Redemption Date, repayment date or Maturity Date, as the case may be. Promptly after each Regular Record Date with respect to Global Notes, the Trustee will deliver to the Company and the Depositary a written notice specifying by CUSIP number the amount of interest (to the extent then ascertainable) to be paid on each Global Note (other than on an Interest Payment Date coinciding with the Maturity Date) and the total of such amounts. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to the Depositary in accordance with procedures agreed to by the Depositary, such total amount of interest due. All interest payments on a certificated Note (other than interest due at Maturity) will be made by check and mailed by the Company to the person entitled thereto as listed on the Note Register. All interest payments on Book-Entry Notes will be paid by the Trustee to the Depositary in accordance with existing arrangements between the Trustee and the Depositary. Thereafter, on each Interest Payment Date, the Depositary will pay, in accordance with its operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Note as are recorded in the book-entry system maintained by the Depositary. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by the Depositary of the principal of or interest on, the Book-Entry Notes to such Participants. On or about the first Business Day of each month, the Trustee will deliver to the Company and the Depositary a written list of principal and interest (to the extent then ascertainable) to be paid on each Global Note representing Book-Entry Notes maturing in the following month. The Trustee, the Company and the Depositary will confirm the amounts of such principal and interest payments with respect to each Global Note on or about the fifth Business Day preceding the Maturity Date of such Global Note. On the Maturity Date, the Company will pay to the Trustee, and the Trustee in turn will pay to the Depositary, the principal amount of such Global Note, together with interest due on such Maturity Date. Promptly after payment to the Depositary of the principal and interest due on the final Maturity Date of such Global Note, the Trustee will cancel and dispose of such Global Note in accordance with Section 2.09 and deliver a certificate of disposition to the Company. Promptly after payment to the Holder of the principal and interest due on the final Maturity Date of any certificated Note, the Trustee will cancel and dispose of such 27 Note in accordance with Section 2.09 and deliver a certificate of disposition to the Company. Payment by the Trustee of (i) the principal and interest or Amortized Face Amount due on any Note on the final Maturity Date of such Note, or (ii) the principal due on the Redemption Date or repayment date or upon acceleration of any portion of a certificated Note, together with interest, if any, due on such principal, shall be made upon presentation and surrender of such Note by the Holder to the Paying Agent. In the case of any certificated Note surrendered for payment of less than the entire principal amount of such Note, the Trustee shall make a notation on such Note of the principal or Amortized Face Amount of such Note paid on the applicable date on such Note, or the Company shall issue in exchange for such surrendered Note, and the Trustee shall authenticate, a replacement Note in a principal amount equal to the principal amount remaining unpaid after the applicable payment, and the annotated or replacement Note, as applicable, shall be delivered by the Trustee to the Holder thereof. Payment by the Trustee of the principal due on any Global Note at Maturity (other than principal due on the final Maturity Date of such Note) or on the Redemption Date or repayment date of less than the entire principal amount of a Global Note, shall be made by the Trustee in accordance with existing arrangements between the Trustee and the Depositary with respect to the notation of the reduction in the outstanding principal amount of any Global Note or the exchange of such Global Note for a replacement Global Note reflecting such reduced outstanding principal amount. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in the Depositary or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note. If the Company issues a series, or a Tranche within a series, of Notes outside of the United States, and the Issuance Order or supplemental indenture with respect to such series or Tranche of Notes so provides, the Company will pay to the Holder of any Note of such series or Tranche who is a Non-United States Person such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment in respect of the principal or interest, if any, on such Note, after deduction or withholding by the Company or any Paying Agent for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority thereof or therein (collectively, "Taxes"), will not be less than the amount provided for in the Note to be then due and payable before any such deduction or withholding for or on account of any such Taxes; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to: (a) any Taxes which would not have been so imposed but for: . the existence of any present or former connection between the Holder (or a fiduciary, settlor, beneficiary, member, or shareholder of, or holder of a power over, the Holder, if the Holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, the 28 Holder (or the fiduciary, settlor, beneficiary, member, shareholder of, or holder of a power) being or having been a citizen or resident or treated as a resident being or having been engaged in a trade or business or being or having been present or having or having had a permanent establishment in the United States; or . the Holder's present or former status as a personal holding company or foreign personal holding company or controlled foreign corporation for United States Federal income tax purposes or corporation which accumulates earnings to avoid United States Federal income tax; (b) any Taxes which would not have been so imposed but for the presentation by the Holder of the Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (c) any estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar Taxes; (d) any Taxes which are payable otherwise than by withholding from payments in respect of principal of or interest, if any, on any Note; (e) any Taxes imposed on interest received by a Holder or beneficial owner of a Note who actually or constructively owns 10% or more of the total combined voting power of all of the Company's classes of stock entitled to vote within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as amended; (f) any Taxes imposed as a result of the failure to comply with: . certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Note, if compliance is required by statute, or by regulation of the United States Treasury Department, as a precondition to relief or exemption from such Taxes (including backup withholding); or . any other certification, information, documentation, reporting or other similar requirements under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such Taxes; (g) any Taxes required to be withheld by any Paying Agent from any payment of the principal of or interest, if any, on any 29 Note, if such payment can be made without such withholding by at least one other Paying Agent; or (h) any combination of items (a), (b), (c), (d), (e), (f) or (g), nor will such Additional Amounts be paid to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Note to the extent a settlor or beneficiary with respect to the fiduciary or a member of such partnership or a beneficial owner of the Note would not have been entitled to payment of the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of the Note. For purposes of the definition of, and the Company's obligation to pay, Additional Amounts, the term "United States" means the United States of America (including the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction. If the Notes of a series or Tranche provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series or Tranche of Notes and at least 10 days prior to each date of payment of principal of or interest on the Notes of that series or Tranche if there has been a change with respect to the matters set forth in the below-mentioned Company Order, the Company shall furnish to the Trustee and the principal Paying Agent, if other than the Trustee, a Company Order instructing the Trustee and such Paying Agent whether such payment of principal of or interest on the Notes of that series or Tranche shall be made to holders of the Notes of that series or Tranche without withholding or deduction for or on account of any Taxes. If any such withholding or deduction shall be required, then such Company Order shall specify by country the amount, if any, required to be withheld or deducted on such payments to such holders and shall certify the fact that Additional Amounts will be payable and the amounts so payable to each holder, and the Company shall pay to the Trustee or such Paying Agent the Additional Amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Company Order furnished pursuant to this Section. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any interest or any other amounts on, or in respect of, any Note of any series or Tranche, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series or Tranche established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. 30 SECTION 4.02 PAYING AGENTS. The Company shall maintain one or more Paying Agents for the payment of the principal of and interest, if any, on the Notes of each series, or Tranche within a series, as provided in the terms of the Notes of such series or Tranche. The Company agrees to keep the Trustee advised of the name and location of each Paying Agent if such Paying Agent is not the Trustee. The Paying Agents shall arrange for the payment, from funds furnished by the Company pursuant to this Indenture, of the principal and interest with respect to the Notes. In case the Company shall fail to maintain any such paying agency for the Notes, or shall fail to give the Trustee notice of the name or location thereof or of any change in the name or location thereof, such paying agency shall be located at the Corporate Trust Office. The Company hereby initially appoints the Trustee as the Company's Paying Agent for the Notes (the "Paying Agent," which term shall include any successor as Paying Agent for the Notes). The Company reserves the right, subject to the terms of the Notes of any series, or Tranche within a series, to terminate any such appointment at any time as to such series or Tranche and to appoint any other Paying Agents in respect of the Notes of such series or Tranche in such places as it may deem appropriate. SECTION 4.03 PROVISIONS AS TO PAYING AGENTS. (a) Whenever the Company shall appoint a Paying Agent other than the Trustee with respect to the Notes of any series or Tranche within a series, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of and interest, if any, on the Notes of such series or Tranche (whether such sums have been paid to it by the Company or by any other obligor on the Notes of such series or Tranche) in trust for the benefit of the holders of the Notes of such series or Tranche entitled thereto, and will notify the Trustee of the receipt of sums to be so held, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes of such series or Tranche) to make any payment of the principal of or interest, if any, on the Notes of such series or Tranche when the same shall be due and payable, and (3) that during the continuance of any failure by the Company (or any other obligor upon the Notes of that series or Tranche) to make any payment in respect of the Notes of that series or Tranche, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes of that series or Tranche. (b) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series, or Tranche(s) within a series, of Notes hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series 31 or Tranche(s) by it or any Paying Agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (c) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 13.03 and 13.04. (d) If the Company shall at any time act as its own Paying Agent with respect to any series or Tranche of Notes, it will, on or before each due date of the principal of or any interest on any of the Notes of that series or Tranche, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. (e) Whenever the Company shall have one or more Paying Agents for any series of Notes or Tranche(s) within a series of Notes, it will, on or prior to each due date of the principal of or interest on any Notes of that series or Tranche, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. SECTION 4.04 OFFICES FOR NOTICES, ETC. As long as any of the Notes remain outstanding, the Company will designate and maintain an office or agency where the Notes may be presented for registration of transfer and for exchange as provided in this Indenture and where notices and demands to or upon the Company in respect of the Notes or of this Indenture may be served, other than demands for payment. The Company will give to the Trustee notice of the name and location of each such office or agency and of any change in the name or location thereof. In case the Company shall fail to maintain any such office or agency, or shall fail to give such notice of the name or location or of any change in the name or location thereof, such notices and demands may be served at the Corporate Trust Office. The Company hereby initially designates the Corporate Trust Office as the office of the Company where the Notes may be presented for registration of transfer and for exchange as provided in this Indenture and where notices and demands to or upon the Company in respect of the Notes or of this Indenture may be served. ARTICLE FIVE NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE ------------------------------ SECTION 5.01 NOTEHOLDER LISTS. The Company will furnish or cause to be furnished to the Trustee: (1) 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders 32 of Notes of each series, or each Tranche within each series, as of such Regular Record Date, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Note Registrar. SECTION 5.02 RESERVATION AND DISCLOSURE OF LISTS. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Notes (i) contained in the most recent list furnished to it as provided in Section 5.01, (ii) received by the Trustee in its capacity as Note Registrar or a Paying Agent or (iii) filed with it within the preceding two years pursuant to Section 5.04(c). The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. (b) In case three or more holders of Notes (hereinafter referred to as "applicants") apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Notes of a particular series (in which case the applicants must hold Notes of such series) or with holders of all Notes with respect to their rights under this Indenture or under such Notes and it is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either: (1) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section, or (2) inform such applicants as to the approximate number of holders of Notes of such series or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each holder of Notes of such series or all Notes, as the case may be, whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a 33 tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Securities and Exchange Commission (the "Commission"), together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of Notes of such series or all Notes, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (c) Each and every holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Paying Agent, Note Registrar, or any agent of the Company or of the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Notes in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b). SECTION 5.03 REPORTS BY THE COMPANY. The Company shall: (a) file with the Trustee within fifteen days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by said Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (b) file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; and transmit by mail to all the holders of Notes of each series in the manner and to the extent provided in Section 313(c) of the Trust 34 Indenture Act of 1939 with respect to reports pursuant to Section 5.04(a), within thirty days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company with respect to each such series of Notes pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; and (c) on or before June __, 2003, and on or before June __ in each year thereafter, so long as any Notes are outstanding hereunder, deliver to the Trustee a brief certificate of the Company's principal executive officer, principal financial officer or principal accounting officer as to such officer's knowledge of the Company's compliance with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture). SECTION 5.04 REPORTS BY THE TRUSTEE. (a) On or before May 15, 2003 and on or before May 15 of each year thereafter, so long as any Notes are outstanding hereunder, the Trustee shall transmit to the Noteholders, as provided in subsection (b) of this Section, a brief report dated as of the preceding March 15, with respect to any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period, no report need be transmitted): (1) its eligibility under Section 7.09, and its qualifications under Section 7.08, or in lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified under such Sections, a written statement to such effect; (2) the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Notes, on any property or funds held or collected by it as Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid aggregate not more than one-half of one percent of the principal amount of the Notes for any series outstanding on the date of such report; (3) any change to the amount, interest rate, and maturity date of all other indebtedness owing by the Company (or by any other obligor on the Notes) to the Trustee in its individual capacity, on the date of such report, with a brief description of any property held as collateral security therefor, except any indebtedness based upon a creditor relationship arising in any manner described in subsections (2), (3), (4), or (6) of subsection (b) of Section 311 of the Trust Indenture Act of 1939; 35 (4) any change to the property and funds, if any, physically in the possession of the Trustee as such on the date of such report; (5) the creation of or any material change to a relationship specified in Section 310(b)(1) through Section 310(b)(10) of the Trust Indenture Act of 1939; (6) any additional issue of Notes which it has not previously reported; and (7) any action taken by the Trustee in the performance of its duties under this Indenture which it has not previously reported and which in its opinion materially affects the Notes, except action in respect of a default, notice of which has been or is to be withheld by it in accordance with the provisions of Section 6.07. (b) Reports pursuant to this Section shall be transmitted by mail to all holders of Notes at their addresses as the same appear upon the Note Register. (c) A copy of each such report shall, at the time of such transmission to Noteholders, be filed by the Trustee with each stock exchange upon which the Notes are listed and also with the Commission. The Company agrees to notify the Trustee when and as the Notes become listed on any stock exchange. ARTICLE SIX REMEDIES ON DEFAULT. SECTION 6.01 EVENTS OF DEFAULT. The following shall constitute Events of Default with respect to a particular series of Notes: (a) default in the payment of the principal of any of the Notes of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or (b) default in the payment of any installment of interest upon any of the Notes of such series as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or (c) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Notes of such series, or any Tranche of such series, or in this Indenture (other than a covenant a default in whose performance or whose breach which has expressly been included in this Indenture solely for the benefit of series of Notes other than that series) for a period of thirty days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such series at the time outstanding; or 36 (d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Company or for any substantial part of its property, or shall make any general assignment for the benefit of creditors. If an Event of Default described in clause (a), (b) or (c) shall have occurred and be continuing and in each and every such case, unless the principal amount of all the Notes of such series shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Notes of all series affected thereby then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Noteholders) may declare the principal amount of all the Notes (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other amount as may be specified in the terms of such Notes) of the series affected thereby to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Notes of such series contained to the contrary notwithstanding. If an Event of Default described in clause (d) or (e) shall have occurred and be continuing, and in each case, either the Trustee or the holders of not less than twenty-five per cent in aggregate principal amount of all the Notes then outstanding hereunder (voting as one class), by notice in writing to the Company (and to the Trustee if given by holders of Notes), may declare the principal of all the Notes not already due and payable (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other amount as may be specified in the terms of such Notes) to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision in this Indenture or in the Notes to the contrary notwithstanding. The foregoing provisions, however, are subject to the conditions that if, at any time after the principal of the Notes of any one or more or all series, as the case may be, shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, due upon all the Notes of such series or of all the Notes, as the case may be, and the principal of all Notes of such series or of all the Notes, as the case may be (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other amount as may be specified in the terms of such Notes), which shall have become due otherwise than by acceleration (with interest, if any, upon such principal) and, to the extent that payment of such interest is enforceable under applicable law, on overdue 37 installments of interest, if any, at the same rate as the rate of interest specified in the applicable Notes, as the case may be (or, with respect to Discount Notes at the rate specified or provided for in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration of such series, as the case may be), to the date of such payment or deposit, and such amount as shall be payable to the Trustee pursuant to Section 7.06, and any and all defaults under the Indenture applicable to the Notes of such series (or all of the Notes, as the case may be) shall have been remedied, then and in every such case the holders of a majority in aggregate principal amount of the Notes of such series (or of all the Notes, as the case may be) then outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to that series or with respect to all Notes, as the case may be, and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. If the principal of all Notes shall have been declared to be payable pursuant to this Section 6.01, in determining whether the holders of a majority in aggregate principal amount thereof have waived all defaults and rescinded and annulled such declaration, all series of Notes shall be treated as a single class and the principal amount of Discount Notes shall be deemed to be the amount declared payable under the terms applicable to such Discount Notes. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Noteholders, as the case may be, shall continue as though no such proceedings had been taken. SECTION 6.02 PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR. The Company covenants that (1) in case default shall be made in the payment of any installment of interest on any of the Notes of any series, as and when the same shall become due and payable, and such default shall have continued for a period of thirty days or (2) in case default shall be made in the payment of the principal of any of the Notes of any series, as and when the same shall have become due and payable, whether upon maturity of such Notes or upon redemption or upon declaration or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of such Notes, the whole amount that then shall have become due and payable on all such Notes of such series for principal or interest, if any, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest, if any, at the same rate as the rate of interest specified or provided for in such Notes (or, with respect to Discount Notes, at the rate specified in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amounts as shall be payable to the Trustee pursuant to Section 7.06. 38 In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Notes and collect in the manner provided by law out of the property of the Company or other obligor upon such Notes wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon Notes of any series under Title 11 of the United States Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in case of any other judicial proceedings relative to the Company or such other obligor, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Notes of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other portion of the principal amount as may be specified in the terms of that series) and interest, if any, owing and unpaid in respect of the Notes of such series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee under Section 7.06 and of the holders of Notes of such series allowed in any such judicial proceedings relative to the Company or other obligor upon the Notes of such series, or to the creditors or property of the Company or such other obligor, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the holders of such series and of the Trustee on their behalf; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Notes of such series to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to such holders of Notes of such series, to pay to the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any holder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes of any series may be enforced by the Trustee without the possession of any of such Notes, or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own 39 name and as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Notes of such series. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. SECTION 6.03 APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected by the Trustee pursuant to Section 6.02 with respect to a series of Notes shall be applied in the order following, at the date or dates fixed by the Trustee and, in the case of the distribution of such moneys on account of principal or interest, if any, upon presentation of the several Notes of such series, as the case may be, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: FIRST: To the payment of amounts payable to the Trustee pursuant to Section 7.06; SECOND: In case the principal of the Notes in respect of which moneys have been collected shall not have become due, to the payment of interest, if any, on the Notes of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest, if any, specified or provided for in the Notes of such series (or, with respect to Discount Notes, at the rate specified in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration), such payments to be made ratably to the persons entitled thereto, without discrimination or preference; and THIRD: In case the principal of the Notes in respect of which moneys have been collected shall have become due, by acceleration or otherwise, to the payment of the whole amount then owing and unpaid upon the Notes of such series for principal, interest, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, if any, at the same rate as the rate of interest specified in the Notes of such series (or, with respect to Discount Notes, at the rate specified or provided for in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration); and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes of such series, then to the payment of such principal, interest, if any, without preference or priority of principal over interest, if any, or of interest, if any, over principal, or of any installment of interest over any other installment of interest or of any Note of such series over any other Note of such series, ratably to the aggregate of such principal and accrued and unpaid interest, if any. 40 SECTION 6.04 PROCEEDINGS BY NOTEHOLDERS. No holder of any Note of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided; (b) the holders of not less than twenty-five percent in aggregate principal amount of the Notes of such series then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder; (c) such holder or holders shall have offered to the Trustee such indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; (d) the Trustee for sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings; and (e) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the taker and holder of every Note with every other taker and holder and the Trustee, that no one or more holders of Notes of any series, shall have any right in any manner whatever by virtue or by availing himself of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Notes of such series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Note to receive payment of the principal of and interest, if any, on such Note, on or after the respective due dates expressed or provided for in such Note, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder. With respect to Discount Notes, principal shall mean the Amortized Face Amount thereof or such other amount as shall be due and payable as specified in the terms of the Notes. SECTION 6.05 REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given by this Article Six to the Trustee or to the holders of Notes shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or such holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of any of the Notes, if any, to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to such holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by such holders. 41 SECTION 6.06 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULT. The holders of a majority in aggregate principal amount of the Notes of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes of such series; provided, however, that (subject to the provisions of Section 7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed may not lawfully be taken or shall be in conflict with this Indenture or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or a responsible officer shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Notes of any series, the holders of a majority in aggregate principal amount of the Notes of such series at the time outstanding may on behalf of the holders of all of the Notes of such series waive any past default or Event of Default hereunder and its consequences except a default in the payment of principal of or interest, if any, on any Notes of such series. Upon any such waiver the Company, the Trustee and the holders of the Notes of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Notes of such series and this Indenture be deemed to have been cured and to be not continuing. SECTION 6.07 NOTICE OF DEFAULTS. The Trustee shall, within ninety days after the occurrence of a default with respect to any series of Notes, give to the holders of Notes of such series notice of all defaults known to a responsible officer of the Trustee in the manner set forth in Section 1.02 and also by mail in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act of 1939 with respect to reports pursuant to Section 5.04(a), unless such defaults shall have been cured before the giving of such notice (the term "default" or "defaults" for the purposes of this Section being hereby defined to be any event or events, as the case may be, specified in clauses (a), (b), (c), (d) and (e) of Section 6.01, not including periods of grace, if any, provided for therein and irrespective of the giving of the notice specified in clause (c) of Section 6.01); provided that, except in the case of default in the payment of the principal of or interest, if any, on any of the Notes of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the holders of Notes of such series. SECTION 6.08 UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and each holder of any Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the 42 Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any holder of Notes of any series, or group of such holders, holding in the aggregate more than ten percent in principal amount of the Notes of such series outstanding, or to any suit instituted by any holder of Notes of such series appertaining thereto, for the enforcement of the payment of the principal of or interest, if any, on any Note on or after the due date expressed or provided for in such Note. ARTICLE SEVEN CONCERNING THE TRUSTEE SECTION 7.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior to the occurrence of an Event of Default of which a responsible officer has knowledge with respect to Notes of a particular series and after the curing of all Events of Default with respect to Notes of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to Notes of a particular series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to Notes of such series which may have occurred: (1) the duties and obligations of the Trustee with respect to Notes of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to 43 examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of Notes pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 7.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the provisions of Section 7.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order; and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel and the written advice of counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with such written advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; 44 (e) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company pertaining to the Notes, personally or by agent or attorney; (f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. SECTION 7.03 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Notes other than the Trustee's certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes provided that the Trustee shall not be relieved of its duty to authenticate Notes only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof. SECTION 7.04 OWNERSHIP OF NOTES. The Trustee, or any agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee or an agent of the Company or of the Trustee. SECTION 7.05 MONEYS TO BE HELD IN TRUST. Subject to the provisions of Section 13.04 hereof, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by an Authorized Officer. SECTION 7.06 COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation, and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in 45 accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but not obligated) to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee, its officers, directors and employees for, and to hold them harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on the part of the Trustee or such officer, director and employee arising out of or in connection with the acceptance or administration of this trust or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against any claim of liability in the premises. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the termination, satisfaction or discharge of the Indenture. The Trustee shall have a lien prior to the Notes upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.06, except with respect to funds held in trust for the benefit of the Holders of particular Notes. SECTION 7.07 OFFICER'S CERTIFICATE AS EVIDENCE. Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. SECTION 7.08 CONFLICTING INTEREST OF TRUSTEE. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act or 1939 and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Notes of more than one series. SECTION 7.09 ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers and (b) is subject to supervision or examination by Federal, State, Territorial or District of 46 Columbia authority and (c) shall have at all times a combined capital and surplus of not less than $100,000,000. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee for the Notes of any series issued hereunder. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. SECTION 7.10 RESIGNATION OR REMOVAL OF TRUSTEE. (a) The rustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Notes, or in the case of a Trustee serving as Trustee only for one or more Tranche(s) of Notes, with respect to such Tranche(s) of Notes, by giving written notice of resignation to the Company. Upon receiving such notice of resignation the Company shall promptly appoint a successor trustee with respect to the applicable series of Notes or Tranche(s) by written instrument, in duplicate, executed by order of the Board of Directors of the Company or pursuant to a Company Order, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within thirty days after the receipt of such notice of resignation by the Company, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any holder of Notes who has been a bona fide holder of a Note or Notes of the applicable series or Tranche(s) for at least six months may subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of Section 7.08 with respect to any series or Tranche(s) of Notes after written request therefor by the Company or by any Noteholder who has been a bona fide holder of a Note or Notes of such series or Tranche(s) for at least six months, or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series or Tranche(s) of Notes and shall fail to resign after written request therefor by the Company or by any such Noteholder, or (3) the Trustee shall become incapable of acting with respect to any series or Tranche of Notes, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer 47 shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company may remove the Trustee with respect to the applicable series or Tranche(s) of Notes and appoint a successor trustee with respect to such series or Tranche(s) by written instrument, in duplicate, executed by order of the Board of Directors of the Company or pursuant to a Company Order, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.08, any Noteholder of such series who has been a bona fide holder of a Note or Notes of the applicable series or Tranche(s) for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series or Tranche(s). Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The holders of a majority in aggregate principal amount of the Notes of all series (voting as one class) at the time outstanding may at any time remove the Trustee with respect to Notes of all series and appoint a successor trustee with respect to the Notes of all series. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. (e) The Trustee shall be paid all amounts owed to it upon its removal or resignation. SECTION 7.11 ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series or Tranches shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, remain the beneficiary of the lien of the Trustee pursuant to the provisions of Section 7.06. 48 In case of the appointment hereunder of a successor trustee with respect to the Notes of one or more (but not all) series or Tranches of a series, the Company, the predecessor Trustee and each successor trustee with respect to the Notes of any applicable series or Tranche shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Notes of any series or Tranche as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. The Trustee shall not be liable for the acts or omissions of any successor trustee. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall give notice of the succession of such trustee hereunder to all holders of Notes of any applicable series or Tranche in the manner provided in Section 1.02. If the Company fails to give such notice in the prescribed manner within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so given at the expense of the Company. SECTION 7.12 SUCCESSOR BY MERGER, ETC. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. SECTION 7.13 LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939. 49 ARTICLE EIGHT CONCERNING THE NOTEHOLDERS SECTION 8.01 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Notes of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of Notes voting in favor thereof at any meeting of Noteholders duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. In determining whether the holders of a specified percentage in aggregate principal amount of the Notes have taken any action (including the making of any demand or request, the waiving of any notice, consent or waiver or the taking of any other action), the principal amount of any Discount Note that may be counted in making such determination and that shall be deemed to be outstanding for such purposes shall be equal to the Amortized Face Amount thereof or such other amount of the principal thereof that could be declared to be due and payable upon an Event of Default pursuant to the terms of such Discount Note at the time the taking of such action is evidenced to the Trustee. SECTION 8.02 PROOF OF EXECUTION BY NOTEHOLDERS. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a Noteholder or its agent or proxy shall be sufficient if made in accordance with this Section 8.02. The fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public, or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths, that the person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer or by a certificate of any officer of any trust company, bank, banker or recognized securities dealer, satisfactory to the Trustee, who witnessed such execution or in any other manner satisfactory to the Trustee. If such execution is by an officer of a corporation, association or trust, a trustee of a trust or a member of a partnership on behalf of such corporation, association, trust or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The ownership of the Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Noteholders' meeting shall be proved in the manner provided in Section 9.06. 50 SECTION 8.03 WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee and any agent of the Company or of the Trustee may deem the holder of any Note to be, and may treat him as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon), for the purpose of receiving payment of or on account of the principal of and interest (subject to Section 2.03) on such Note and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Note. SECTION 8.04 COMPANY-OWNED NOTES DISREGARDED. In determining whether the holders of the required aggregate principal amount of Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. SECTION 8.05 REVOCATION OF CONSENTS; FUTURE NOTEHOLDERS BOUND. At any time prior to the taking of any action by the holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action, any holder of a Note the identifying number of which is shown by the evidence to be included in the Notes the holders of which have consented to such action may, by filing written notice with the Trustee at its office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid any such action taken by the holder of any Note shall be conclusive and binding upon such holder and upon all future holders and owners of such Note and of any Note issued in exchange or substitution therefor or upon registration of transfer thereof irrespective of whether or not any notation in regard thereto is made upon such Note. Any action taken by the holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Notes of each series affected thereby. 51 ARTICLE NINE NOTEHOLDERS' MEETINGS SECTION 9.01 PURPOSES OF MEETINGS. A meeting of Noteholders of any or all series or Tranches within a series may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes: (1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive any default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to any of the provisions of Article Six; (2) to remove the Trustee and appoint a successor trustee pursuant to the provisions of Article Seven; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or (4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Notes of any or all series or Tranches of a series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 9.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting of Noteholders of any or all series or Tranches of a series to take any action specified in Section 9.01, to be held at such time and at such place in New York City as the Trustee shall determine. Notice of every meeting of the Noteholders of any or all series or Tranches of a series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.02, not less than twenty nor more than one hundred and eighty days prior to the date fixed for the meeting. SECTION 9.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. In case at any time the Company, pursuant to a Board Resolution or a Company Order, or the holders of at least twenty-five percent in aggregate principal amount of the Notes of any or all series or Tranches of a series, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Noteholders of any or all series or Tranches of a series to take any action authorized in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of such meeting within thirty days after receipt of such request, then the Company or the holders of such Notes in the amount above specified may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in Section 9.02. SECTION 9.04 QUALIFICATION FOR VOTING. To be entitled to vote at any meeting of Noteholders a person shall be a holder of one or more Notes of a series or Tranches of a series with respect to which a meeting is being held or a person appointed by an instrument in writing as proxy by such a holder. The only persons who 52 shall be entitled to be present or to speak at any meeting of the Noteholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. SECTION 9.05 REGULATIONS. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Noteholders as provided in Section 9.03, in which case the Company or the Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes represented at the meeting and entitled to vote. Subject to the provisions of Sections 8.01 and 8.04, at any meeting each Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him, provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. SECTION 9.06 VOTING. The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballot on which shall be subscribed the signatures of the Noteholders or proxies and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.02. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 53 Any record so signed and verified shall be conclusive evidence of the matters therein stated. ARTICLE TEN SUPPLEMENTAL INDENTURES. SECTION 10.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. The Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders of Notes or the holders of one or more series of Notes or Tranches within a series of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to Notes of any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide for the issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the payment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the issuance of Notes in uncertificated form, provided any such action shall not adversely affect the interests of the holders of Notes of any series in any material respect; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; to add an obligor or guarantor on the Notes or on any series or Tranche within a series of Notes; or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the holders of the Notes in any material respect; (e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes of one or more series or Tranches within a series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11; 54 (f) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Note outstanding of any series or Tranche within a series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Note outstanding; (g) to establish the form or terms of Notes of any series or Tranche within a series as permitted by Sections 2.01 and 2.06; (h) to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the holders of Notes of any series or Tranche within a series in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. Any request by the Company for the execution by the Trustee of a supplemental indenture under this Section shall be accompanied either (i) by a Company Order or (ii) by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary authorizing the execution of such supplemental indenture, provided that any supplemental indenture described in Section 10.02(a) shall be accompanied by a Board Resolution of the successor Company authorizing the execution of such supplemental indenture. SECTION 10.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Notes of all series, or Tranches within a series, at the time outstanding affected by such supplemental indenture (voting as one class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes of each such series or Tranche within a series; provided that no such supplemental indenture shall (i) change the fixed maturity of any Notes, or reduce the principal amount thereof or reduce the rate or extend the time of payment of any interest thereon, without the consent of the holder of each Note so affected, (ii) impair the right to institute enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption or repayment, on or after the redemption or repayment date therefor), without the consent of the holder of 55 each Note so affected or (iii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any such supplemental indenture, or the percentage required for the consent of the holders pursuant to Sections 6.01 and 6.06 to waive defaults, without the consent of the holder of each Note so affected. Upon the request of the Company, accompanied either (i) by a Company Order or (ii) by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall give notice thereof in the manner provided in Section 1.02, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company so to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act of 1939. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the provisions of this Article Ten. SECTION 10.04 NOTATION ON NOTES. Notes of any series or Tranche within a series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. New Notes of any series or Tranche so modified as to conform, in the opinion of the Trustee and an Authorized Officer, to any modification of this Indenture contained in any 56 such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered, without charge to the Noteholders, in exchange for the Notes of such series then outstanding. ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 11.01 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Company covenants that it will not merge or consolidate with any other corporation or sell, assign, transfer, lease or convey all or substantially all of its assets to any person unless (i) either (A) the Company shall be the continuing corporation in any such merger or consolidation, or (B) the successor corporation (if other than the Company) in any such merger or consolidation, or the entity to which all or substantially all of the Company's assets have been sold, assigned, transferred, leased or conveyed, shall expressly assume the due and punctual payment of the principal of and any interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (ii) the Company or such successor corporation or other entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any such covenant or condition, and there shall be no event resulting therefrom which, after notice or the lapse of time or both, would become an Event of Default under this Indenture. SECTION 11.02 SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the successor corporation, or the entity to which all or substantially all of the Company's assets have been sold, assigned, transferred, leased or conveyed, such successor corporation or other entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereafter, except in the case of a lease, the predecessor corporation or entity shall be relieved of all obligations and covenants under this Indenture and the Notes. Such successor corporation or other entity thereupon may cause to be signed, and may issue either in its own name or in the name of John Hancock Life Insurance Company, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation or other entity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes, if any, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. SECTION 11.03 OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Article Eleven. 57 ARTICLE TWELVE LIMITATIONS ON LIENS SECTION 12.01 LIMITATIONS ON LIENS. The Company shall not create, assume or incur any Secured Indebtedness, other than Permitted Secured Indebtedness, without making provision whereby all the Notes shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Company shall so determine, any other Indebtedness of the Company then existing or thereafter created which is not subordinate to the Notes) so long as such Secured Indebtedness shall be outstanding. ARTICLE THIRTEEN SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS SECTION 13.01 DISCHARGE OF INDENTURE. If at any time (a) the Company shall have delivered to the Trustee for cancellation all Notes of any series, or Tranche within a series, theretofore authenticated (other than any Notes of such series or Tranche appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (b) all such Notes of such series or Tranche not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 13.04) sufficient to pay at maturity or upon redemption all Notes of such series or Tranche not theretofore delivered to the Trustee for cancellation, including principal and interest, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series or Tranche, then this Indenture shall cease to be of further effect with respect to the Notes of such series or Tranche (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.04, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes of such series or Tranche. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Notes of such series or Tranche. SECTION 13.02 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys deposited with the Trustee pursuant to Section 13.01 and the proceeds of any obligations or Funding Agreements deposited with the Trustee pursuant to Section 13.01 or 13.05 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the holders of the particular Notes for the payment or redemption of which 58 such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest, if any. SECTION 13.03 PAYING AGENT TO REPAY MONEYS HELD. In connection with the satisfaction and discharge of this Indenture with respect to Notes of any series or Tranche, all moneys with respect to such Notes then held by any Paying Agent under the provisions of this Indenture shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. SECTION 13.04 RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of or interest, if any, on any Note and not applied but remaining unclaimed for two years after the date upon which such principal or interest, if any, shall have become due and payable, shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee or such Paying Agent on demand, and the holder of such Note shall thereafter look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or any Paying Agent with respect to such moneys shall thereupon cease. SECTION 13.05 SATISFACTION, DISCHARGE AND DEFEASANCE OR COVENANT DEFEASANCE OF NOTES OF ANY SERIES. The provisions of this Section 13.05 shall be applicable except as otherwise specified for Notes of a particular series or Tranche within a series in accordance with Section 2.01(13). At the Company's option, either (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Notes of any such series or Tranche and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness or (b) the Company shall cease to be under any obligation to comply with respect to such series or Tranche with any term, provision, condition or covenant in Article Eleven or Article Twelve of this Indenture and any other term, provision, condition or covenant specified with respect to such series or Tranche as contemplated by Section 2.01(13), and the applicable series or Tranche of Notes shall cease to be deemed outstanding for purposes of any waiver, consent or direction relating to any such term, provision, condition or covenant (a "covenant defeasance"), when (1) (A) with respect to all outstanding Notes of such series or Tranche, either: (i) the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount (in such currency in which such outstanding Notes are then specified as payable at stated maturity) sufficient to pay and discharge the entire indebtedness of all outstanding Notes of such series or Tranche for principal and interest, 59 if any, to the Stated Maturity or any Redemption Date established in accordance with this Section 13.05, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof) and any funds or Funding Agreements deposited under clause (i) or (iii) hereof, respectively, be sufficient to pay and discharge the entire indebtedness on all outstanding Notes of such series or Tranche for principal and interest, if any, to the Stated Maturity or any Redemption Date established in accordance with this Section 13.05, as the case may be; or (iii) the Company has (a) deposited or caused to be deposited with the Trustee Funding Agreements of the Company providing for, together with funds, if any, deposited under clause (i) and obligations, if any, deposited under clause (ii), the payment to the Trustee of the entire indebtedness on all outstanding Notes of such series or Tranche for principal and interest, if any, to the Stated Maturity or any Redemption Date established in accordance with this Section 13.05, as the case may be and (b) delivered to the Trustee an Opinion of Counsel to the effect that such Funding Agreements have been duly authorized and validly issued by the Company in accordance with applicable insurance laws, are binding and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency and similar laws), constitute Funding Agreements within the meaning of Section 1321 of Chapter 175 of the Massachusetts General Laws (or any successor statute) and in the event of the insolvency of the Company, the claim of the Trustee for payment pursuant to the terms of such Funding Agreements would rank pari passu with the claims of policyholders of the Company and ahead of the claims of general unsecured creditors of the Company, including the claims of holders of the Notes; (B) the Company has properly fulfilled such other terms and conditions to the satisfaction and discharge as is specified, as contemplated by Section 2.01, as applicable to the Notes of such series, and (2) The Company has paid or caused to be paid all other sums payable with respect to the outstanding Notes of such series or Tranche (other than future Additional Amounts, if any), and (3) The Company has delivered to the Trustee an Opinion of Counsel to the effect that the holders of the outstanding Notes of such series or Tranche will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge or covenant defeasance, as applicable, and will be subject to Federal income tax on the same amounts and in the same manner and at the 60 same times, as would have been the case if such deposit, defeasance and discharge or covenant defeasance, as applicable, had not occurred, and (4) The Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all outstanding Notes of any such series or Tranche or to the covenant defeasance of all outstanding Notes of such series or Tranche, as applicable, have been complied with. Any deposits with the Trustee referred to in Section 13.05(1)(A) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Notes of such series or Tranche are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. The Trustee shall have the right (but not the obligation) to require the Company to deliver to the Trustee the certification of a nationally recognized firm of independent public accountants, or other evidence satisfactory to the Trustee, as to the sufficiency of the deposits made by the Company pursuant to Section 13.05(1)(A) above to provide for the applicable payments specified in such Section 13.05(1)(A). Unless otherwise provided in any Issuance Order or supplemental indenture pertaining to a series of Notes, or Tranche within a series of Notes, with respect to which the Company is obligated to pay Additional Amounts, the Company's obligation to pay such Additional Amounts, and the Company's redemption rights under Section 3.03 of this Indenture, shall survive any defeasance pursuant to this Section 13.05. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the obligations deposited pursuant to Section 13.05(1)(A)(ii) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of outstanding Notes. Notwithstanding any covenant defeasance with respect to Article Eleven, any corporation or person that otherwise would have been required to assume the obligations of the Company pursuant to said Article shall be required, unless otherwise agreed by the Company or such corporation or person and the Trustee, as a condition to any merger, consolidation, sale, assignment, transfer, lease or conveyance contemplated thereby, to assume the obligations of the Company to the Trustee under Section 7.06 and the immediately preceding paragraph. 61 ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the holders thereof and as part of the consideration for the issue of the Notes. ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS SECTION 15.01 BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND HOLDERS. Nothing in this Indenture or in the Notes, expressed or implied, shall give or be construed to give to any person, other than the parties hereto and their successors and the holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the holders of the Notes. SECTION 15.02 PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Company shall bind its successors and assigns, whether so expressed or not. SECTION 15.03 ADDRESSES FOR NOTICES, ETC. Except as otherwise specifically provided for in the Indenture, any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes to or on the Company may be given or served by being deposited postage prepaid first class mail in a post office letter box addressed (until another address is filed by the Company with the Trustee), as follows: John Hancock Life Insurance Company, Attention: Corporate Secretary, John Hancock Place, 200 Clarendon Street, P.O. Box 111, Boston, Massachusetts 02117. Except as otherwise specifically provided for in the Indenture, any notice, direction, request or demand by any Noteholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee, which as of the date of this Indenture is JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, NY 10001, Attention: Institutional Trust Services. SECTION 15.04 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the 62 Trustee an Officer's Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate required by Section 5.03(c)) shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 15.05 LEGAL HOLIDAYS. Unless otherwise specified in an Issuance Order, supplemental indenture or Note, in any case where the date of maturity of any interest or Additional Amounts or principal of any Note or the date fixed for redemption of any Note shall not be a Business Day in the Place of Payment, then payment of any interest or Additional Amounts or principal of such Notes, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. SECTION 15.06 TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"), such incorporated provision shall control. SECTION 15.07 EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION 15.08 NEW YORK CONTRACT. This Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law and except as may otherwise be required by mandatory provisions of law. 63 SECTION 15.09 SEVERABILITY OF PROVISIONS. Any prohibition, invalidity or unenforceability of any provision of this Indenture in any jurisdiction shall not invalidate or render unenforceable the remaining provisions hereto in such jurisdiction and shall not invalidate or render unenforceable such provisions in any other jurisdiction. SECTION 15.10 COMPANY RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES. Whenever in this Indenture the Company shall be required to do or not to do anything so long as any of the Notes of any series shall be outstanding, the Company shall, notwithstanding any such provision, not be required to comply with such provisions if it shall be entitled to have this Indenture satisfied and discharged pursuant to the provisions hereof, even though in either case the holders of any of the Notes of that series shall have failed to present and surrender them for payment pursuant to the terms of this Indenture. JPMorgan Chase Bank hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. IN WITNESS WHEREOF, JOHN HANCOCK LIFE INSURANCE COMPANY has caused this Indenture to be signed and acknowledged by one of its Senior Vice Presidents or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and JPMorgan Chase Bank has caused this Indenture to be signed, and its corporate seal to be affixed hereunto, and the same to be attested by its duly authorized officers, all as of the day and year first above written. JOHN HANCOCK LIFE INSURANCE COMPANY [Corporate Seal] By: _____________________________________ Attest: Name: Title: JPMORGAN CHASE BANK [Corporate Seal] By: ______________________________________ Attest: Name: Title: 64 COMMONWEALTH OF MASSACHUSETTS ) ) SS. SUFFOLK COUNTY ) On the ___ day of ___________, 2002, before me personally came __________, to me known, who, being by me duly sworn, did depose and say that he resides at ____________________________; that he is a ______________ of JOHN HANCOCK LIFE INSURANCE COMPANY, one of the parties described in and which executed the above instruments; that he knows the corporate seal of said Company; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said Company and that he signed his name thereto by like authority. [Notarial Seal] ____________________________ Notary Public STATE OF NEW YORK ) ) SS. COUNTY OF NEW YORK ) On the ___ day of _____________, 2002, before me personally came _____________, to me known, who, being by me duly sworn, did depose and say that he/she resides at ______________________________________; that he/she is a __________________ of JPMORGAN CHASE BANK, one of the parties described in and which executed the above instrument; that he/she knows the corporate seal of said JPMORGAN CHASE BANK; that the seal affixed to the said instrument is such corporate seal; that it was affixed by authority of the Board of Directors of said JPMORGAN CHASE BANK, and that he/she signed his/her name thereto by like authority. [Notarial Seal] ____________________________ Notary Public 65 Exhibit A (Form of Face of Book-Entry Note) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED NO.______________________________ CUSIP NO.__________________ Interest Rate:______________________________ Principal Amount: $________ Issue Date: ______________________________ Maturity Date:______________________________ Interest Payment Date(s):___________________ Redemption Provisions:______________________ Repayment Provisions:_______________________ Survivor's Option:__________________________ A-1 JOHN HANCOCK LIFE INSURANCE COMPANY [SIGNATURENOTES(SM)] For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the "Company"), hereby promises to pay to Cede & Co., or registered assigns, at the office of __________________, _____________, __________, ________________, the principal amount stated above on the Maturity Date stated above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at the Interest Rate per annum stated above (on the basis of a 360 day year of twelve 30 day months), in like coin or currency, on the Interest Payment Date(s) set forth above and on the Maturity Date (or on the date of redemption or repayment by the Company prior to maturity pursuant to mandatory or optional redemption provisions, provisions for redemption by the Company upon a Determination of Tax Event, or the Survivor's Option, in each case if provided in any Issuance Order or supplemental indenture applicable to this Note). The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered (i) if such Interest Payment Date occurs on the 15th day of a month, at the close of business on the first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day of a month, at the close of business on the 15th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs, or (iii) if such Interest Payment Date occurs on any day other than the first or 15th day of the month, at the close of business on the 15th day (whether or not a Business Day) preceding such Interest Payment Date; provided that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular Record Date with respect to the final Interest Payment Date will be the final Interest Payment Date. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note. Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the day to which the principal hereof has been paid (or duly provided for), as the case may be. Additional Amounts shall be payable if so provided in the Issuance Order or supplemental indenture applicable to this Note. This Global Note is one of a duly authorized issue of Notes of the Company designated as its [SignatureNotes(SM)] (hereinafter called the "Notes"), all issued or to be issued under and pursuant to an indenture dated as of __________ __, 2002 (herein called the "Indenture") duly executed by the Company to JPMorgan Chase Bank, Trustee (hereinafter, together with any successor thereto, called the "Trustee"), to which Indenture and all indentures supplemental thereto or Issuance Orders relating thereto, reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall A-2 become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of all affected series or Tranches of Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Notes; provided, that no such supplemental indenture shall (i) change the fixed maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of all affected Notes then outstanding. No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the places, at the respective times, at the rate, and in the coin or currency, herein prescribed. Upon due presentment for registration of transfer of this Global Note at the office or agency of the Company in the Borough of Manhattan, the City of New York, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. The Company and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Global Note shall be overdue), for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 2.03 of the Indenture) interest hereon and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Global Note. Under certain circumstances described in the Indenture, the Company will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate A-3 principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $l,000. This Global Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws of such state. Capitalized terms used herein without definition and which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture. WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED OFFICER. JOHN HANCOCK LIFE INSURANCE COMPANY Date: _____________________________ By:________________________________ Title [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE. ___________________________________, AS TRUSTEE By:_________________________________ Authorized Officer A-4 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does irrevocably constitute and appoint__________________________Attorney to transfer the said Global Note on the books of the within-mentioned Company, with full power of substitution in the premises. Dated:_____________________ SIGN HERE _________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. A-5 Exhibit B Form of Issuance Order ISSUANCE ORDER UNDER SECTION 2.01 AND OFFICER'S CERTIFICATE UNDER SECTION 15.04 Date: JPMorgan Chase Bank, as Trustee 450 West 33rd Street, 15th Floor New York, NY 10001 Ladies and Gentlemen: You are hereby directed to: [circle (i) or (ii), as applicable] (i) authenticate on the Issue Date set forth below the enclosed Note(s), which has or have been duly executed by an officer of the Company, pursuant to Sections 2.05 and 2.06 of the Indenture between you and John Hancock Life Insurance Company (the "Company") dated June __, 2002, as amended (the "Indenture"); or (ii) authenticate and complete (based on the terms and conditions set forth below) on the Issue Date set forth below the Note or Notes of the Company to be issued pursuant to the Indenture, which Note or Notes has or have been duly executed by an officer of the Company pursuant to Sections 2.05 and 2.06 of the Indenture; You are instructed to hold the Note(s), as so authenticated and (if applicable) completed, in custody pursuant to the Medium-Term Note Certificates Agreement between you and The Depository Trust Company dated December 2, 1988 and cause the Note(s) to be registered in the name of Cede & Co. Your responsibilities with respect to such Note(s) are more fully set forth in the Indenture and the Administrative Procedures set forth in Exhibit A to the Company Order dated __________ delivered to you by the Company. Defined terms used in this Issuance Order and not otherwise defined shall have the meanings set forth in the Indenture. The Note(s) issued pursuant to this Issuance Order is/are to be issued on the terms and conditions set forth below: Aggregate Principal Amount to be issued pursuant to this Issuance Order: _____________ Issue Date: _____________ Designation of (SignatureNotes, unless otherwise indicated) Series: _____________ Limit on (None, unless otherwise indicated) B-1 Aggregate Principal Amount: _____________________ Date on which Principal is See attached Pricing Payable: Supplement Interest Rate: See attached Pricing Supplement Date from which (Date of issuance, unless otherwise indicated) Interest Accrues: _____________________ Interest Payment See attached Pricing Date Frequency Supplement and First Payment Date: Interest Payment Leave blank, unless other than: (i) for monthly interest Dates (if other payment Notes, the 15th day of each calendar month commencing than as provided in in the calendar month following the month in which the Note section 4.01 of is issued; (ii) for quarterly interest payment Notes, the indenture): 15th day of each third month, commencing in the third calendar month following the month in which the Note is issued; (iii) for semi-annual interest payment Notes, the 15th day of each sixth month, commencing in the sixth calendar month following the month in which the Note is _______________________ issued; or (iv) for annual interest payment Notes, the 15/th/ day of each twelfth month, commencing in the twelfth calendar Regular Record month following the month in which the Note is issued. Date for Interest (first day of the calendar month in which Interest Payment Payments: Date occurs and, for the final Interest Payment Date, such Interest Payment Date, unless otherwise indicated) _____________________ (None, unless otherwise indicated) Additional Places for Principal or Interest Payments: _____________________ Redemption at See attached Pricing None, unless otherwise indicated) Company's Supplement Option: Tax Event Redemption: See attached Pricing (None, unless otherwise indicated) Mandatory Supplement Redemption See attached Pricing (None, unless otherwise indicated) or Purchase Supplement Survivor's (Yes or No) Option*: _____________________
B-2 Survivor's See attached Pricing (One year, unless otherwise indicated) Option Supplement Blackout Period: Annual Put See attached Pricing Limit: Supplement Individual Put See attached Pricing Limit: Supplement Denominations other than $1000 and $1,000 multiples: _____________________ Portion of Principal (Leave blank, unless other than 100% of principal Amount Payable amount, in which case insert formula) Upon Acceleration of Maturity (if other than 100% of Principal Amount): _____________________ Depositaries for (Only if different than DTC) the Note(s): _____________________ Global Note(s) Initially Issuable (No, unless otherwise indicated) in Temporary Form: _____________________ Conditions on Issuance of (Inapplicable, unless (i) Global Notes and (ii) Notes in different to from Section 2.07 of indenture) Definitive Form to Beneficial Owners: _____________________ Limitations on Provisions for Defeasance or (If applicable) Covenant Defeasance of the Notes: _____________________ Additional Provisions subject to Covenant (If applicable) Defeasance: _____________________ Conditions to Issuance of Notes (If applicable) in Definitive Form: _____________________ Issuance of (No, unless otherwise indicated)
B-3 Notes in Certified Form: _____________________ Trustee(s), depositor(y)(ies), authenticating or paying agent(s), (If applicable) registrar(s) or other agents if different from Indenture: _____________________ Additional (No, unless otherwise indicated) Amounts _____________________ Redemption (If different from 30-60 days prior to redemption date) Notice Requirements _____________________
Any other terms of the series not described above: *If a Zero Coupon Note, the repayment date for notes accepted for repayment pursuant to the exercise of the Survivor's Option shall be no later than __________________. In connection with this Issuance Order the undersigned has read the Indenture, including the provisions of Section 2.06 and 2.01 and the definitions relating thereto, the applicable resolutions of the Board of Directors authorizing the issuance of the Notes and the attached Pricing Supplement. In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not all conditions precedent provided in the Indenture relating to the establishment of the form and terms of a series or Tranche of Notes, as applicable to the Note(s) and to the authentication and delivery thereof under the Indenture have been complied with. In the opinion of the undersigned, all such conditions precedent have been complied with. Very truly yours, JOHN HANCOCK LIFE INSURANCE COMPANY By:_________________________________ ACKNOWLEDGED: [TRUSTEE] By: ________________________________ Name: Title: B-4 EX-4.2 5 dex42.txt FORM OF SIGNATURE NOTES IN GLOBAL FORM Exhibit 4.2 Form of Face of Book-Entry Note Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED NO.______________________________ CUSIP NO.__________________ Interest Rate:______________________________ Principal Amount: $________ Issue Date: ______________________________ Maturity Date:______________________________ Interest Payment Date(s):___________________ Redemption Provisions:______________________ Repayment Provisions:_______________________ Survivor's Option:__________________________ 1 JOHN HANCOCK LIFE INSURANCE COMPANY [SIGNATURENOTES(SM)] For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the "Company"), hereby promises to pay to Cede & Co., or registered assigns, at the office of __________________, _____________, __________, ________________, the principal amount stated above on the Maturity Date stated above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at the Interest Rate per annum stated above (on the basis of a 360 day year of twelve 30 day months), in like coin or currency, on the Interest Payment Date(s) set forth above and on the Maturity Date (or on the date of redemption or repayment by the Company prior to maturity pursuant to mandatory or optional redemption provisions, provisions for redemption by the Company upon a Determination of Tax Event, or the Survivor's Option, in each case if provided in any Issuance Order or supplemental indenture applicable to this Note). The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered (i) if such Interest Payment Date occurs on the 15th day of a month, at the close of business on the first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day of a month, at the close of business on the 15th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs, or (iii) if such Interest Payment Date occurs on any day other than the first or 15th day of the month, at the close of business on the 15th day (whether or not a Business Day) preceding such Interest Payment Date; provided that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular Record Date with respect to the final Interest Payment Date will be the final Interest Payment Date. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note. Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the day to which the principal hereof has been paid (or duly provided for), as the case may be. Additional Amounts shall be payable if so provided in the Issuance Order or supplemental indenture applicable to this Note. This Global Note is one of a duly authorized issue of Notes of the Company designated as its [SignatureNotes(SM)] (hereinafter called the "Notes"), all issued or to be issued under and pursuant to an indenture dated as of __________ __, 2002 (herein called the "Indenture") duly executed by the Company to JPMorgan Chase Bank, Trustee (hereinafter, together with any successor thereto, called the "Trustee"), to which Indenture and all indentures supplemental thereto or Issuance Orders relating thereto, reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall 2 become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of all affected series or Tranches of Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Notes; provided, that no such supplemental indenture shall (i) change the fixed maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of all affected Notes then outstanding. No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the places, at the respective times, at the rate, and in the coin or currency, herein prescribed. Upon due presentment for registration of transfer of this Global Note at the office or agency of the Company in the Borough of Manhattan, the City of New York, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. The Company and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Global Note shall be overdue), for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 2.03 of the Indenture) interest hereon and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Global Note. Under certain circumstances described in the Indenture, the Company will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate 3 principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $l,000. This Global Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws of such state. Capitalized terms used herein without definition and which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture. WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED OFFICER. JOHN HANCOCK LIFE INSURANCE COMPANY Date: _____________________________ By:________________________________ Title [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE. ___________________________________, AS TRUSTEE By:_________________________________ Authorized Officer 4 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does irrevocably constitute and appoint__________________________Attorney to transfer the said Global Note on the books of the within-mentioned Company, with full power of substitution in the premises. Dated:_____________________ SIGN HERE _________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. 5 EX-5.1 6 dex51.txt OPINION OF MINTZ,LEVIN,COHN,FERRIS,GLOVSKY&POPEO Exhibit 5.1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. June 11, 2002 John Hancock Life Insurance Company John Hancock Place 200 Clarendon Street Boston, MA 02116 Ladies and Gentlemen: We have acted as counsel to John Hancock Life Insurance Company, a Massachusetts corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") on April 3, 2002, as amended. The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of up to an aggregate of $3,000,000,000 in initial offering price of the Company's SignatureNotes/sm/, which are medium term notes with maturities of nine months or more from date of issue (the "Notes"). The Notes are to be (i) issued under an Indenture to be entered into between the Company and JPMorgan Chase Bank as trustee (the "Indenture"), and (ii) sold pursuant to the terms of a Selling Agent Agreement to be entered into among the Company and the agents named therein (the "Selling Agent Agreement"). The Indenture and the Selling Agent Agreement are being filed as exhibits to the Registration Statement. In connection with this opinion, we have examined (i) the Registration Statement; (ii) the Indenture; (iii) the Selling Agent Agreement; (iv) the Company's Amended and Restated Articles of Organization, as currently in effect (the "Articles of Organization"); (v) the Company's Amended and Restated Bylaws, as currently in effect (the "Bylaws"); and (vi) resolutions adopted by the Board of Directors of the Company (the "Board") relating to the filing of the Registration Statement and related matters (the "Board Resolutions"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, certificates of officers or other representatives of the Company, certificates of public officials and others, and such other agreements, documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Members of our firm are admitted to the Bars of the Commonwealth of Massachusetts and the State of New York, and we do not express any opinion as to the laws of any jurisdictions other than the Commonwealth of Massachusetts and the State of New York. No opinion is expressed herein with respect to the qualification of the Notes under the securities or blue sky laws of any state or any foreign jurisdiction. The Notes may be issued from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law, choice of venue, or conflicts of laws. Based upon and subject to the foregoing, we are of the opinion that, when each series of Notes has been issued and sold in accordance with the terms of the Indenture and the Selling Agent Agreement, such Notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; and (v) we express no opinion with respect to whether acceleration of any Notes may affect the ability to collect any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon. For purposes of the opinions rendered above, we have assumed that the Company will at all times in the future (i) be duly incorporated and validly existing as a corporation under the laws of the Commonwealth of Massachusetts and (ii) have the corporate power and authority to issue and sell the Notes. As of the date of this opinion, the Company is duly incorporated and validly existing as a corporation under the laws of the Commonwealth of Massachusetts and has the corporate power and authority to issue and sell the Notes. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption "Legal Opinions" in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished by us, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without our express prior written consent. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. EX-8.1 7 dex81.txt OPINION OF MINTZ,LEVIN,COHN,FERRIS,GLOVSKY&POPEO Exhibit 8.1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. June 11, 2002 John Hancock Life Insurance Company John Hancock Place 200 Clarendon Street Boston, Massachusetts 02116 Re: John Hancock Life Insurance Company SignatureNotes/sm/ Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-3 (the "Registration Statement"), filed on April 3, 2002, as amended, with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of $3,000,000,000 aggregate principal amount of debt obligations of John Hancock Life Insurance Company, a Massachusetts corporation (the "Company"). The Registration Statement is for the proposed issue and sale of SignatureNotes/sm/ which are due nine months or more from the date of their issue (the "Notes"). We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. Based on such examination, and subject to the following paragraph, the discussion in the Registration Statement under the heading "United States Federal Taxation", subject to the limitations and qualifications described therein, constitutes our opinion as to the material United States federal income tax consequences of ownership and disposition of the Notes. Our opinion is limited to the tax matters specifically covered under the heading "United States Federal Taxation" in the Registration Statement, and we have not been asked to address, nor have we addressed, any other tax matters. In addition, as indicated in the Registration Statement, the discussion sets forth our opinion as to the material United States federal income tax consequences of the ownership and disposition of the Notes as applied to original holders purchasing the Notes at the issue price and holding the Notes as capital assets as defined in Section 1221 of the Internal Revenue Code of 1986. Holders are advised to consult their own tax advisors with regard to the application of the income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign tax jurisdiction. We hereby consent to the reference to our name and our opinion under the headings "United States Federal Taxation" and "Legal Opinions" in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Mintz Levin Cohn Ferris Glovsky and Popeo PC Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. HL/vh EX-12.1 8 dex121.txt CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12.1 JOHN HANCOCK LIFE INSURANCE COMPANY STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)
Q1 For the Year Ended December 31, 2002 2001 2000 1999 1998 1997 ---------- ---------- ---------- ---------- ---------- --------- Earnings: (a) Income before provision for income taxes $ 180.3 $ 767.4 $1,101.1 $ 217.1 $ 610.1 $ 570.5 Add fixed charges 321.1 1,466.5 1,395.3 1,284.3 1,242.5 1,264.4 ---------- ---------- ---------- ---------- ---------- --------- Earnings $ 501.4 $2,233.9 $2,496.4 $1,501.4 $1,852.6 $1,834.9 Fixed charges: Interest on debt and capitalized leases (b) $ 13.0 $ 59.0 $ 62.6 $ 70.1 $ 76.7 $ 76.9 Amortization of direct financing costs - - - - - - Amortization of discount on debt - - - - - - Interest element of rentals 0.1 1.2 2.0 1.7 2.1 2.4 Interest credited to policyholders 308.0 1,406.3 1,330.7 1,212.5 1,163.7 1,185.1 ---------- ---------- ---------- ---------- ---------- --------- Total fixed charges $ 321.1 $1,466.5 $1,395.3 $1,284.3 $1,242.5 $1,264.4 Ratio of Earnings to Fixed Charges 1.6 1.5 1.8 1.2 1.5 1.5
(a) For the purpose of calculating the ratio of earnings to fixed charges, "earnings" represent income before provision for income taxes plus fixed charges. "Fixed charges" consist of interest expensed and capitalized, amortization of debt issuance costs, amortization of discount on debt, the portion of rental expense which management believes is representative of the interest component of lease expense, and interest credited to policyholders. (b) This amount reflects both long and short-term debt and includes amortization of debt issuance costs and amortization of discount on debt. EX-12.2 9 dex122.txt CALCULATION OF RATIO TO EARNINGS TO FIXED CHARGES Exhibit 12.2 JOHN HANCOCK LIFE INSURANCE COMPANY STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Recalculated Excluding Interest Credited to Policyholders) (Dollars in millions)
Q1 For the Year Ended December 31, 2002 2001 2000 1999 1998 1997 ---------- ---------- ---------- ---------- ---------- --------- Earnings: (a) Income before provision for income taxes $180.3 $767.4 $1,101.1 $217.1 $610.1 $570.5 Add fixed charges 13.1 60.2 64.6 71.8 78.8 79.3 ---------- ---------- ---------- ---------- ---------- --------- Earnings $193.4 $827.6 $1,165.7 $288.9 $688.9 $649.8 Fixed charges: Interest on debt and capitalized leases (b) $ 13.0 $ 59.0 $ 62.6 $ 70.1 $ 76.7 $ 76.9 Amortization of direct financing costs - - - - - - Amortization of discount on debt - - - - - - Interest element of rentals 0.1 1.2 2.0 1.7 2.1 2.4 ---------- ---------- ---------- ---------- ---------- --------- Total fixed charges $ 13.1 $ 60.2 $ 64.6 $ 71.8 $ 78.8 $ 79.3 Ratio of Earnings to Fixed Charges 14.7 13.7 18.0 4.0 8.7 8.2
(a) For the purpose of calculating the ratio of earnings to fixed charges, "earnings" represent income before provision for income taxes plus fixed charges. "Fixed charges" consist of interest expensed and capitalized, amortization of debt issuance costs, amortization of discount on debt, and the portion of rental expense which management believes is representative of the interest component of lease expense. (b) This amount reflects both long and short-term debt and includes amortization of debt issuance costs and amortization of discount on debt. EX-23.1 10 dex231.txt CONSENT OF ERNST Exhibit 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" and to the incorporation by reference of our report dated March 1, 2002 in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-85488) and related Prospectus of John Hancock Life Insurance Company for the registration of $3,000,000,000 of its SignatureNotes. /s/ Ernst & Young LLP Boston, Massachusetts June 11, 2002 EX-25.1 11 dex251.txt FORM T-1 STATEMENT OF ELIGIBILITY Exhibit 25.1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- John Hancock Life Insurance Company (Exact name of obligor as specified in its charter) Massachusetts 04-1414660 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) John Hancock Place 200 Clarendon Street Boston, MA 02116 (Address of principal executive offices) (Zip Code) ------------------------------------- SignatureNotes (Title of the indenture securities) ------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 10th day of June, 2002. JPMORGAN CHASE BANK By /s/ Gregory P. Shea ---------------------------- /s/ Gregory P. Shea Assistant Vice President -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2002, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .................................................. $ 22,028 Interest-bearing balances .......................................... 9,189 Securities: Held to maturity securities ............................................. 428 Available for sale securities ........................................... 56,159 Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices ............................. 1,901 Securities purchased under agreements to resell .................... 69,260 Loans and lease financing receivables: Loans and leases held for sale ..................................... 13,042 Loans and leases, net of unearned income .... $165,950 Less: Allowance for loan and lease losses ... 3,284 Loans and leases, net of unearned income and allowance .......................................................... 162,666 Trading Assets .......................................................... 152,633 Premises and fixed assets (including capitalized leases) ................ 5,737 Other real estate owned ................................................. 43 Investments in unconsolidated subsidiaries and associated companies ............................................... 366 Customers' liability to this bank on acceptances outstanding ........................................................ 306 Intangible assets Goodwill ........................................................ 1,908 Other Intangible assets ......................................... 7,218 Other assets ............................................................ 38,458 TOTAL ASSETS ............................................................ $541,342 ========
-4-
LIABILITIES Dollar Amounts in Millions Deposits In domestic offices ................................................ $151,985 Noninterest-bearing .................... $66,567 Interest-bearing ....................... 85,418 In foreign offices, Edge and Agreement subsidiaries and IBF's ............................................. 119,955 Noninterest-bearing$ ................... 6,741 Interest-bearing ....................... 113,214 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices ........................ 12,983 Securities sold under agreements to repurchase ..................... 82,618 Trading liabilities ..................................................... 94,099 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) .......................... 10,234 Bank's liability on acceptances executed and outstanding ................ 311 Subordinated notes and debentures ....................................... 9,679 Other liabilities ....................................................... 25,609 TOTAL LIABILITIES ....................................................... 507,473 Minority Interest in consolidated subsidiaries .......................... 109 EQUITY CAPITAL Perpetual preferred stock and related surplus ........................... 0 Common stock ............................................................ 1,785 Surplus (exclude all surplus related to preferred stock) ............... 16,304 Retained earnings ....................................................... 16,548 Accumulated other comprehensive income .................................. (877) Other equity capital components ......................................... 0 TOTAL EQUITY CAPITAL .................................................... 33,760 -------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ................ $541,342 ========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is trueto the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) ELLEN V. FUTTER ) LAWRENCE A. BOSSIDY ) -5- EX-99.1 12 dex991.txt FORM OF PRICING SUPPLEMENT Exhibit 99.1 Form of Pricing Supplement Registration No. 333-85488 Filed Pursuant to Rule 424(b)(2) John Hancock Life Insurance Company Signature Notes With Maturities of Nine Months or More from Date of Issue - -------------------------------------------------------------------------------- Pricing Supplement No. __ Trade Date: __/__/__ (To Prospectus dated ______ __, 2002) Issue Date: __/__/__ The date of this Pricing Supplement is _______ __, ____ CUSIP or Stated Annual Common Code Interest Rate Maturity Date Price to Public Additional Amounts ----------- ------------- ------------- --------------- ------------------
Interest Payment If Callable by Issuer, Frequency dates and terms of redemption (First Payment Date) Survivor's Option Callable by Issuer (including the redemption price) -------------------- ----------------- ------------------ --------------------------------
Discounts and Other Material Proceeds to Issuer Commissions Reallowance Dealer Terms (if any) ------------------ ----------- ----------- ------ -------------- Original Issue Discount/1/ -------------- _______________________ /1/ For information regarding certain tax provisions applicable to Original Issue Discount notes, including zero-coupon notes, see "Tax Consequences to U.S. Holders -- Original Issue Discount Notes" in the Prospectus. 1 -----END PRIVACY-ENHANCED MESSAGE-----