Common use of Authorized Signatory Clause in Contracts

Authorized Signatory. [FORM OF REVERSE OF BOND] This New Mortgage Bond is one of a duly authorized issue of Bonds of the Company (the "Bonds") in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of November 1, 1992, executed by the Company to Harrxx Xxxst and Savings Bank (the "Trustee"), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

Authorized Signatory. [FORM OF REVERSE OF BOND] This New Mortgage Bond is one of a duly authorized issue of Bonds If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not comply with Section 102) by the "Bonds"Company, shall appoint in accordance with this Section 612 an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee (a) semi-annually, not later than fifteen days after the Regular Record Date for interest for each series of Securities, a list, in unlimited aggregate principal amountsuch form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series hereinafter specified, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of November 1such Regular Record Date, 1992or if there is no Regular Record Date for interest for such series of Securities, executed semi-annually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and (b) 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 Harrxx Xxxst and Savings Bank (the "Trustee")time such list is furnished, PROVIDED, HOWEVER, that, so long as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereofis the Security Registrar, and the terms and conditions upon which the Bonds are, and are no such list shall be required to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstancesfurnished.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Debenture is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsDebentures") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed an Indenture, dated as of Trust December 16, 1998 (the "Indenture"), dated as of November 1, 1992, executed by ) between the Company to Harrxx Xxxst and Savings Bank Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Debentures and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Debentures are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates authenticated and may otherwise vary as provided in the Indenturedelivered. This New Mortgage Bond of the Second 2003 Series Debenture is one of a the series designated as on the "New Mortgage Bondsface hereof, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited limited in aggregate principal amount, issued under and secured by amount to $200,000,000. Capitalized terms used herein shall have the meanings assigned to them in the Indenture and described unless otherwise indicated. The Debentures will not be subject to any sinking fund. The Debentures are redeemable, in whole or from time to time in part, at the supplemental indenture dated as option of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company on any date (each, a "Redemption Date") at a redemption price equal to the greater of (a) 100% of the principal amount of the Debentures to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such Redemption Date. Notwithstanding the foregoing, installments of interest on the Debentures that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date will be payable to the Holders of such Debentures registered as such at the close of business on the relevant Regular Record Date according to the terms hereof and the Trustee, supplemental to provisions of the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

Authorized Signatory. [(FORM OF REVERSE OF BOND] SECURITY) This New Mortgage Bond Security is one of a duly authorized issue of Bonds Securities of the Company (the "Bonds") in unlimited aggregate principal amountCompany, of the series hereinafter specifieddesignated as its 7.45% Quarterly Interest Bonds due 2032, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed pursuant to an Indenture, dated as of Trust December 27, 2001 (the "Indenture"), dated as of November 1, 1992, executed by ) between the Company to Harrxx Xxxst and Savings Bank SunTrust Bank, as Trustee (herein called the "Trustee"," which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged rights, limitations of rights, obligations, duties and pledgedimmunities thereunder of the Trustee, the nature Company and extent the Holders of the securitySecurities, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, securedauthenticated and delivered. The Bonds may be issued All terms used in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series this Security that are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, Indenture shall occur, have the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided meanings assigned to them in the Indenture. The Indenture provides Securities are redeemable, in whole or in part, at any time on or after January 15, 2007, at the Company's option, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date (the "Redemption Price"). The Securities are redeemable, in whole but not in part, at any time, at the Company's option, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date if on or after December 27, 2001, a Change in U.S. Tax Laws (as defined below) results in a substantial likelihood that such declaration may the Company will not be rescinded able to deduct the full amount of interest accrued on the Securities for U.S. Federal income tax purposes. A "Change in U.S. Tax Laws" means (i) any actual or proposed change in or amendment to the laws of the U.S. or regulations or rulings promulgated under certain circumstances.those laws; (ii) any change in the way those laws, rulings or regulations are interpreted, applied or enforced;

Authorized Signatory. [FORM OF REVERSE OF BOND] This New Mortgage Bond is one Section 205. Form of a duly authorized issue of Bonds of the Company Guarantee. Banponce Corporation (the "BondsGuarantor") in unlimited aggregate principal amount, hereby unconditionally guarantees to the Holder of the series hereinafter specified, all issued this Security duly authenticated and to be issued under and equally secured delivered by a General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of November 1, 1992, executed by the Company to Harrxx Xxxst and Savings Bank (the "Trustee"), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental the due and punctual payment of the principal, and premium, if any, of (including any amount in respect of original issue discount), and interest, if any (together with any additional amounts payable pursuant to the Indenture. The New Mortgage Bonds terms of this Security), on this Security and the due and punctual payment of the Second 2003 Series are not subject sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to redemption prior to maturity. In case an Event the terms of Defaultthis Security, when and as defined in the Indenture, same shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, whether at Stated Maturity or upon redemption, repayment or upon declaration of acceleration or otherwise according to the conditions terms of this Security and in the manner and with the effect provided in of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), and any premium or interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, the Guarantor agrees duly and punctually to pay the same when and as the same shall become due and payable. The Indenture provides Guarantor hereby agrees that such declaration its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the holder of this Security or the Trustee, or any other The Guarantor irrevocably waives any and all rights to which it may be rescinded under certain circumstancesentitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. This guarantee is governed by and construed in accordance with the laws of the State of New York.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Security is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsSecurities") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued in one or more series under and equally secured by a General Mortgage Indenture and Deed an Indenture, dated as of Trust May 15, 1995 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), dated as of November 1, 1992, executed by between the Company to Harrxx Xxxst and Savings Bank The Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Securities and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates authenticated and may otherwise vary as provided in the Indenturedelivered. This New Mortgage Bond of the Second 2003 Series Security is one of a the series designated as on the "New Mortgage Bondsface hereof, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited limited in aggregate principal amountamount to $100,000,000. The Securities of this series are subject to optional redemption, issued under in whole but not in part, from time to time and secured by at any time (such redemption, an "Optional Redemption", and the Indenture and described in the supplemental indenture dated as of September 15date thereof, 1998 (the "Supplemental Indenture dated as of September 15, 1998Optional Redemption Date"), between the Company and the Trustee, supplemental ) upon not less than 30 days' notice to the Indenture. The New Mortgage Bonds holders, at a redemption price equal to the sum of (A) the greater of (i) 100% of the Second 2003 Series are not subject principal amount of the Securities of this series to redemption prior be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments thereon discounted to maturity. In case an Event the Optional Redemption Date on a semiannual basis (assuming a 360- day year consisting of Defaulttwelve 30-day months) at the Treasury Rate plus 15 basis points, as defined in less the Indenture, shall occur, Applicable Accrued Interest Amount plus (B) the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstancesApplicable Accrued Interest Amount.

Authorized Signatory. [SECTION 206. FORM OF REVERSE OF BOND] This New Mortgage Bond CONVERSION NOTICE. DATED: To Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is one $1,000 or an integral multiple thereof) below designated, into shares of a duly authorized issue of Bonds Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the "Bonds") portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in unlimited aggregate principal amountfunds acceptable to the Company, of an amount equal to the series hereinafter specified, all issued and interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued under and equally secured by in the name of a General Mortgage Indenture and Deed of Trust (person other than the "Indenture")undersigned, dated as of November 1, 1992, executed the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the Company undersigned on account of interest accompanies this Security. Principal Amount to Harrxx Xxxst and Savings Bank be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ................... ................................................. Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the [Registrar], which requirements include membership or participation in the Security Transfer Agent Medallion Program ("TrusteeSTAMP")) or such other "signature guarantee program" as may be determined by the [Registrar] in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstancesamended.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Security is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsSecurities") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued in one or more series under and equally secured by a General Mortgage Indenture and Deed an Indenture, dated as of Trust _________, _______ (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), dated as of November 1, 1992, executed by between the Company to Harrxx Xxxst and Savings Bank The Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Securities and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, securedauthenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $__________. The Bonds may Securities will not be issued in series, redeemable at the option of the Company prior to maturity and will not be subject to any sinking fund. The Indenture contains provisions for various principal sums, may mature defeasance at different times, may bear interest at different rates any time of the entire indebtedness of this Security or certain restrictive covenants and may otherwise vary as provided Events of Default with respect to this Security upon compliance with certain conditions set forth in the Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case If an Event of Default, as defined in the Indenture, Default with respect to Securities of this series shall occuroccur and be continuing, the principal of all the Bonds at any such time outstanding under the Indenture Securities of this series may be declared or may become due and payable, upon the conditions and payable in the manner and with the effect provided in the Indenture. The Indenture provides that permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such declaration series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 35% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonably satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be rescinded under certain circumstancesoverdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Authorized Signatory. [FORM OF REVERSE OF BONDReverse of Security] This New Mortgage Bond Security is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsSecurities") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued in one or more series under a Subordinated Debt Indenture, dated as of July 18, 2002 (herein called the "Subordinated Indenture"), and equally secured by a General Mortgage Indenture Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and Deed of Trust (together with the Subordinated Indenture, the "Indenture"), dated as of November 1, 1992, executed by between the Company to Harrxx Xxxst and Savings The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged terms of the Securities and pledgedthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the nature Trustee, the holders of Senior Debt and extent the Holders of the security, the rights of registered owners of the Bonds Securities and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, securedauthenticated and delivered. The Bonds Securities are subject to all such terms. This Security is one of the series designated on the face hereof and there is no limitation on the amount of Securities of such series which may be issued issued. Except in seriesa bankruptcy, for various all payments on this Security will be conditional upon not triggering the Required Deferral Condition. The "Required Deferral Condition" will be met if the Company determines that the Solvency Conditions (i) are not satisfied on the Relevant Date, or (ii) will not be satisfied following the relevant Payment. The "Solvency Conditions" are satisfied where (i) the Company is able to make payments on its Senior Debt as such payments become due, and (ii) the Company's Assets exceed the sum of its Liabilities (excluding Liabilities not considered Senior Debt). The amount payable in respect of the principal sums, may mature at different times, may bear interest at different rates of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and may otherwise vary as provided in the Indenture. This New Mortgage Bond Articles 7 and 10 of the Second 2003 Series is one of a series designated as the "New Mortgage BondsSupplemental Indenture. The Securities will constitute direct, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") unsecured subordinated obligations of the Company, unlimited in aggregate principal amountsubject to the Solvency Conditions, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined subordination provisions described herein and in the Indenture, shall occur, the principal of all the Bonds at and will rank pari passu without any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstancespreference among themselves.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Debenture is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsDebentures") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed an Indenture, dated as of Trust April 15, 1999 (the "Indenture"), dated as of November 1, 1992, executed by ) between the Company to Harrxx Xxxst and Savings Bank Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Debentures and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Debentures are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates authenticated and may otherwise vary as provided in the Indenturedelivered. This New Mortgage Bond of the Second 2003 Series Debenture is one of a the series designated as on the "New Mortgage Bondsface hereof, 6% Series Due 2003" (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited limited in aggregate principal amount, issued under and secured by amount to $200,000,000. Capitalized terms used herein shall have the meanings assigned to them in the Indenture and described unless otherwise indicated. The Debentures will not be subject to any sinking fund. The Debentures are redeemable, in whole or from time to time in part, at the supplemental indenture dated as option of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company on any date (each, a "Redemption Date") at a redemption price equal to the greater of (a) 100% of the principal amount of the Debentures to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such Redemption Date. Notwithstanding the foregoing, installments of interest on the Debentures that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date will be payable to the Holders of such Debentures registered as such at the close of business on the relevant Regular Record Date according to the terms hereof and the Trustee, supplemental to provisions of the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Security is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsSecurities") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued in one or more series under an Indenture, dated as of October 15, 1998 (the "Base Indenture") between the Company and equally secured The Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by a General Mortgage First Supplemental Indenture dated as of October 15, 1998 between the Company and Deed of Trust the Trustee (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), dated as of November 1, 1992, executed by the Company to Harrxx Xxxst and Savings Bank (the "Trustee"), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Securities and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates authenticated and may otherwise vary as provided in the Indenturedelivered. This New Mortgage Bond of the Second 2003 Series Security is one of a the series designated as on the "New Mortgage Bondsface hereof, 6% Series Due 2003" limited in aggregate principal amount to $150,000,000. Timely payment of principal of and interest on the Securities of this series shall, at all times while any Security is Outstanding, be guaranteed by an unconditional and irrevocable policy of financial guaranty insurance (the "New Mortgage Bonds of the Second 2003 SeriesInsurance Policy") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 MBIA Insurance Corporation (the "Supplemental Indenture dated as of September 15, 1998Insurer"). The Securities of this series will not be subject to any sinking fund. The Securities of this series are subject to optional redemption, between the Company in whole but not in part, from time to time and at any time (such redemption, an "Optional Redemption", and the Trusteedate thereof, supplemental the "Optional Redemption Date") upon not less than 30 days' notice to the Indenture. The New Mortgage Bonds holders, at a redemption price equal to the sum of (A) the greater of (i) 100% of the Second 2003 Series are not subject principal amount of the Securities of this series to redemption prior be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments thereon discounted to maturity. In case an Event the Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of Defaulttwelve 30-day months) at the Treasury Rate plus 15 basis points, as defined in less the Indenture, shall occur, Applicable Accrued Interest Amount plus (B) the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstancesApplicable Accrued Interest Amount.

Authorized Signatory. [FORM OF REVERSE OF BOND] This New Mortgage Bond is one of a duly authorized issue of Bonds of the Company (the "Bonds") in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of November 1, 1992, executed by the Company to Harrxx Xxxst and Savings Bank (the "Trustee"), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This New Mortgage Bond of the Second 2003 2002 Series is one of a series designated as the "New Mortgage Bonds, 66 1/4% Series Due 20032002" (the "New Mortgage Bonds of the Second 2003 2002 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September July 15, 1998 (the "Supplemental Indenture dated as of September July 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 2002 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Security is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsSecurities") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued in one or more series under and equally secured by a General Mortgage Indenture and Deed of Trust (the "an Indenture"), dated as of November 115, 19921996 (herein called the "Indenture", executed by which term shall have the meaning assigned to it in such instrument), between the Company to Harrxx Xxxst and Savings Bank The Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Securities and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates authenticated and may otherwise vary as provided in the Indenturedelivered. This New Mortgage Bond of the Second 2003 Series Security is one of a the series designated as on the "New Mortgage Bondsface hereof, 6% Series Due 2003" limited in aggregate principal amount to $100,000,000. The Securities will not be redeemable at the option of the Company prior to maturity and will not be subject to any sinking fund. The Holder of this Security shall have the right, at such Holder's option, exercisable on September 15, 2000 and thereafter until October 15, 2000, to require the Company to redeem, and upon the exercise of such right in the manner set forth hereinafter the Company shall redeem, all or any part of this Security that is $1,000 or any integral multiple thereof, on November 15, 2000 (the "New Mortgage Bonds Redemption Date") at a redemption price in cash equal to 100% of the Second 2003 Series") principal amount of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 this Security (the "Supplemental Indenture dated as of September 15, 1998Redemption Price"), between together with accrued and unpaid interest to the Redemption Date. To exercise this redemption right, the Holder hereof shall deliver (i) to the Company and to the Trustee irrevocable written notice of the Holder's election to exercise such right (the "Holder's Notice") which shall set forth the name of the Holder, the amount hereof to be redeemed and a statement that an election to exercise the redemption right is being made thereby and (ii) to the Trustee this Security duly endorsed for transfer to the Company if required by the Trustee or the Company. Securities held by a securities depositary may be delivered in such other manner as may be agreed to by such securities depositary and the Company and the Trustee. Such written notice shall be irrevocable. If this Security is so surrendered for redemption it shall, supplemental on the Redemption Date, become due and payable at the Redemption Price, together with accrued and unpaid interest to the Redemption Date. If this Security is to be so redeemed only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder hereof without service charge, a new Security of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof so surrendered. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security upon compliance with certain conditions set forth in the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case If an Event of Default, as defined in the Indenture, Default with respect to Securities of this series shall occuroccur and be continuing, the principal of all the Bonds at any such time outstanding under the Indenture Securities of this series may be declared or may become due and payable, upon the conditions and payable in the manner and with the effect provided in the Indenture. The Indenture provides that permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such declaration series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 35% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonably satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be rescinded under certain circumstancesoverdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Authorized Signatory. [(FORM OF REVERSE OF BOND] DEBENTURE) This New Mortgage Bond Security is one of a duly authorized issue of Bonds securities of the Company (herein called the "BondsSecurities") in unlimited aggregate principal amount), of the series hereinafter specified, all issued and to be issued in one or more series under and equally secured by a General Mortgage Indenture and Deed of Trust (the "an Indenture"), dated as of November 115, 19921996 (herein called the "Indenture", executed by which term shall have the meaning assigned to it in such instrument), between the Company to Harrxx Xxxst and Savings Bank The Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a description statement of the properties mortgaged respective rights, limitations of rights, duties and pledgedimmunities thereunder of the Company, the nature Trustee and extent the Holders of the security, the rights of registered owners of the Bonds Securities and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds Securities are, and are to be, securedauthenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $100,000,000. The Bonds may be issued indebtedness evidenced by the Securities of this series is, to the extent and in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as the manner provided in the Indenture. This New Mortgage Bond , expressly subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Second 2003 Series is one of a series designated as the "New Mortgage Bonds, 6% Series Due 2003" Company (the "New Mortgage Bonds of the Second 2003 Series") of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the supplemental indenture dated as of September 15, 1998 (the "Supplemental Indenture dated as of September 15, 1998"), between the Company and the Trustee, supplemental to the Indenture. The New Mortgage Bonds of the Second 2003 Series are not subject to redemption prior to maturity. In case an Event of Default, as defined in the Indenture) whether outstanding at the date of the Indenture or thereafter incurred, and this Security is issued subject to the provisions of the Indenture with respect to such subordination. Each holder and owner of this Security, by accepting the same, agrees to and shall occur, be bound by such provisions and authorizes the principal of all Trustee in his or her behalf to take such action as may be necessary or appropriate to effectuate the Bonds subordination so provided and appoints the Trustee his or her attorney-in-fact for such purpose. The Indenture contains provisions for defeasance at any such time outstanding under of the Indenture may be declared entire indebtedness of this Security or may become due certain restrictive covenants and payable, Events of Default with respect to this Security upon the compliance with certain conditions and in the manner and with the effect provided set forth in the Indenture. The Indenture provides that Securities of this series are subject to optional redemption, in whole but not in part, from time to time and at any time (such declaration may redemption, an "Optional Redemption", and the date thereof, the "Optional Redemption Date"), upon not less than 30 days' notice to the holders, at a redemption price equal to the sum of (A) the greater of (i) 100% of the principal amount of the Securities of this series to be rescinded under certain circumstancesredeemed or (ii) the sum of the present values of the Remaining Scheduled Payments thereon discounted to the Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less the Applicable Accrued Interest Amount plus (B) the Applicable Accrued Interest Amount.