Common use of Authorized Signatory Clause in Contracts

Authorized Signatory. [Reverse of Security] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt Indenture, dated as of July 18, 2002 (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The 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. Except in a bankruptcy, 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 of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject to the Solvency Conditions, and the subordination provisions described herein and in the Indenture, and will rank pari passu without any preference among themselves.

Authorized Signatory. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security Debenture is one of a duly authorized issue of securities of the Company (herein called the "SecuritiesDebentures"), issued and to be issued in one or more series under a Subordinated Debt an Indenture, dated as of July 18April 15, 2002 1999 (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), ) between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities Debentures and of the terms upon which the Securities Debentures are, and are to be, authenticated and delivered. The Securities are subject to all such terms. This Security Debenture is one of the series designated on the face hereof and there is no limitation on hereof, limited in aggregate principal amount to $200,000,000. Capitalized terms used herein shall have the amount of Securities of such series which may be issued. Except meanings assigned to them in a bankruptcy, all payments on this Security will be conditional upon not triggering the Required Deferral ConditionIndenture unless otherwise indicated. 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) Debentures will not be satisfied following the relevant Paymentsubject to any sinking fund. The "Solvency Conditions" Debentures are satisfied where (i) redeemable, in whole or from time to time in part, at the option of the Company is able on any date (each, a "Redemption Date") at a redemption price equal to make payments on its Senior Debt as such payments become due, the greater of (a) 100% of the principal amount of the Debentures to be redeemed and (iib) the Company's Assets exceed the sum of its Liabilities (excluding Liabilities not considered Senior Debt). The amount payable in respect the present values of the remaining scheduled payments of principal and interest thereon (exclusive of this Security 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 determined in accordance with 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 provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject to the Solvency Conditions, and the subordination provisions described herein and in the Indenture, and will rank pari passu without any preference among themselves.

Authorized Signatory. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt an Indenture, dated as of July 18October 15, 2002 1998 (herein called the "Subordinated Base Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), ) between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture dated as of October 15, 1998 between the Company and the Trustee (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities are subject to all such terms. This Security is one of the series designated on the face hereof hereof, limited in aggregate principal amount to $150,000,000. Timely payment of principal of and there is no limitation interest on the amount of 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 "Insurance Policy") issued by MBIA Insurance Corporation (the "Insurer"). The Securities of this series will not be subject to any sinking fund. The Securities of this series are subject to optional redemption, in whole but not in part, from time to time and at any time (such series which may be issued. Except in a bankruptcyredemption, all payments on this Security will be conditional an "Optional Redemption", and the date thereof, the "Optional Redemption Date") upon not triggering less than 30 days' notice to the Required Deferral Condition. The "Required Deferral Condition" will be met if holders, at a redemption price equal to the Company determines that sum of (A) the Solvency Conditions greater of (i) are not satisfied on 100% of the Relevant Date, principal amount of the Securities of this series to be redeemed 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 the present values of the principal of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject Remaining Scheduled Payments thereon discounted to the Solvency ConditionsOptional 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, and less the subordination provisions described herein and in Applicable Accrued Interest Amount plus (B) the Indenture, and will rank pari passu without any preference among themselvesApplicable Accrued Interest Amount.

Authorized Signatory. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt an Indenture, dated as of July 18May 15, 2002 1995 (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called which term shall have the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"meaning assigned to it in such instrument), between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The 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 hereof, limited in aggregate principal amount of to $100,000,000. The Securities of this series are subject to optional redemption, in whole but not in part, from time to time and at any time (such series which may be issued. Except in a bankruptcyredemption, all payments on this Security will be conditional an "Optional Redemption", and the date thereof, the "Optional Redemption Date") upon not triggering less than 30 days' notice to the Required Deferral Condition. The "Required Deferral Condition" will be met if holders, at a redemption price equal to the Company determines that sum of (A) the Solvency Conditions greater of (i) are not satisfied on 100% of the Relevant Date, principal amount of the Securities of this series to be redeemed 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 the present values of the principal of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject Remaining Scheduled Payments thereon discounted to the Solvency ConditionsOptional 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, and less the subordination provisions described herein and in Applicable Accrued Interest Amount plus (B) the Indenture, and will rank pari passu without any preference among themselvesApplicable Accrued Interest Amount.

Authorized Signatory. [Reverse Section 205. Form of Security] This Security is one of a duly authorized issue of securities of the Company Guarantee. Banponce Corporation (herein called the "SecuritiesGuarantor"), 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 a Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is ) hereby made unconditionally guarantees to the Indenture for a statement Holder of the terms of the Securities this Security duly authenticated and the respective rights, limitations of rights, duties and immunities thereunder of the Company, delivered by the Trustee, the holders due and punctual payment of Senior Debt 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 terms of this Security), on this Security and the Holders due and punctual payment of the Securities sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption, repayment or upon declaration of acceleration or otherwise according to the terms of this Security and of the terms upon which Indenture. In case of default by the Securities areCompany in the payment of any such principal (including any amount in respect of original issue discount), and are any premium or interest (together with any Additional Amounts payable pursuant to bethe terms of this Security), authenticated sinking fund payment, or analogous obligation, the Guarantor agrees duly and deliveredpunctually to pay the same when and as the same shall become due and payable. The Securities are subject to all such terms. This Security is one Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the series designated on time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the face hereof 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 there is no limitation on the amount of Securities of such series all rights to which it may be issued. Except in a bankruptcyentitled, all payments on this Security will be conditional by operation of law or otherwise, upon not triggering the Required Deferral Condition. The "Required Deferral Condition" will be met if the Company determines that the Solvency Conditions making any payment hereunder (i) are not satisfied on to be subrogated to the Relevant Daterights 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) will 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 satisfied following the relevant Payment. The "Solvency Conditions" are satisfied where (i) the Company is able valid or become obligatory for any purpose with respect 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 of this Security will be determined 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 provisions of Article 14 laws of the Subordinated Indenture and Articles 7 and 10 State of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject to the Solvency Conditions, and the subordination provisions described herein and in the Indenture, and will rank pari passu without any preference among themselvesNew York.

Authorized Signatory. [Reverse of Security] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt Indenture, dated as of July 18, 2002 (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms If all of the Securities of any series may not be originally issued at one time, and if the respective rights, limitations Trustee does not have an office capable of rights, duties and immunities thereunder authenticating Securities upon original issuance located in a Place of Payment where the CompanyCompany 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 holders Company, shall appoint in accordance with this Section 612 an Authenticating Agent having an office in a Place of Senior Debt 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 such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The 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 Registered Securities of such series which may be issued. Except in a bankruptcy, 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 as of such Regular Record Date, or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and (iib) will not be satisfied following at such other times as the relevant Payment. The "Solvency Conditions" are satisfied where (i) Trustee may request in writing, within 30 days after the receipt by the Company is able to make payments on its Senior Debt of any such request, a list of similar form and content as such payments become due, and (ii) the Company's Assets exceed the sum of its Liabilities (excluding Liabilities a date not considered Senior Debt). The amount payable in respect of the principal of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject more than 15 days prior to the Solvency Conditionstime such list is furnished, and PROVIDED, HOWEVER, that, so long as the subordination provisions described herein and in Trustee is the IndentureSecurity Registrar, and will rank pari passu without any preference among themselvesno such list shall be required to be furnished.

Authorized Signatory. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt an Indenture, dated as of July 18_________, 2002 _______ (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called which term shall have the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"meaning assigned to it in such instrument), between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities are subject to all such terms. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $__________. 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 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. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 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 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 there is no limitation on 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 series which may be issued. Except in a bankruptcyrequest, all payments on this Security will be conditional upon not triggering the Required Deferral Conditionand shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The "Required Deferral Condition" will be met if foregoing shall not apply to any suit instituted by 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 Holder of this Security will be determined in accordance with for the provisions enforcement of Article 14 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 Subordinated Indenture and Articles 7 and 10 of shall alter or impair the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations obligation of the Company, subject which is absolute and unconditional, to pay the Solvency Conditionsprincipal of and any premium and interest on this Security at the times, place and the subordination provisions described herein rate, and in the Indenturecoin 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 rank pari passu 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 preference among themselvesintegral 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 overdue, 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. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt an Indenture, dated as of July 18November 15, 2002 1996 (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called which term shall have the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"meaning assigned to it in such instrument), between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities are subject to all such terms. This Security is one of the series designated on the face hereof, 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 "Redemption Date") at a redemption price in cash equal to 100% of the principal amount of this Security (the "Redemption Price"), 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 there 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 no limitation 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, 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. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 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 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 series which may be issued. Except in a bankruptcyrequest, all payments on this Security will be conditional upon not triggering the Required Deferral Conditionand shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The "Required Deferral Condition" will be met if foregoing shall not apply to any suit instituted by 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 Holder of this Security will be determined in accordance with for the provisions enforcement of Article 14 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 Subordinated Indenture and Articles 7 and 10 of shall alter or impair the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations obligation of the Company, subject which is absolute and unconditional, to pay the Solvency Conditionsprincipal of and any premium and interest on this Security at the times, place and the subordination provisions described herein rate, and in the Indenturecoin 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 rank pari passu 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 preference among themselvesintegral 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 overdue, 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. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security Debenture is one of a duly authorized issue of securities of the Company (herein called the "SecuritiesDebentures"), 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 a Second Supplemental an Indenture, dated as of December 1216, 2002 1998 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), ) between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities Debentures and of the terms upon which the Securities Debentures are, and are to be, authenticated and delivered. The Securities are subject to all such terms. This Security Debenture is one of the series designated on the face hereof and there is no limitation on hereof, limited in aggregate principal amount to $200,000,000. Capitalized terms used herein shall have the amount of Securities of such series which may be issued. Except meanings assigned to them in a bankruptcy, all payments on this Security will be conditional upon not triggering the Required Deferral ConditionIndenture unless otherwise indicated. 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) Debentures will not be satisfied following the relevant Paymentsubject to any sinking fund. The "Solvency Conditions" Debentures are satisfied where (i) redeemable, in whole or from time to time in part, at the option of the Company is able on any date (each, a "Redemption Date") at a redemption price equal to make payments on its Senior Debt as such payments become due, the greater of (a) 100% of the principal amount of the Debentures to be redeemed and (iib) the Company's Assets exceed the sum of its Liabilities (excluding Liabilities not considered Senior Debt). The amount payable in respect the present values of the remaining scheduled payments of principal and interest thereon (exclusive of this Security 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 determined in accordance with 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 provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject to the Solvency Conditions, and the subordination provisions described herein and in the Indenture, and will rank pari passu without any preference among themselves.

Authorized Signatory. [Reverse SECTION 206. FORM OF CONVERSION NOTICE. DATED: To Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security] 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 securities Common Stock of the Company (herein called the "Securities"), 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 a Second Supplemental Indenture, dated as of December 12, 2002 (herein called the "Second Supplemental Indenture" and together accordance with the Subordinated Indenture, the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of 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 respective rightsregistered 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 portion thereof being converted has been called for redemption on a Redemption Date within such period), limitations of rightsthis Notice is accompanied by payment, duties and immunities thereunder of in funds acceptable to the Company, of an amount equal to the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities are subject to all interest payable on 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. Except in a bankruptcy, 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 Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to 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 ("STAMP") 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 provisions Securities Exchange Act of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct1934, unsecured subordinated obligations of the Company, subject to the Solvency Conditions, and the subordination provisions described herein and in the Indenture, and will rank pari passu without any preference among themselvesas amended.

Authorized Signatory. [Reverse of Security] (FORM OF REVERSE OF SECURITY) This Security is one of a duly authorized issue of securities Securities of the Company (herein called the "Securities")Company, designated as its 7.45% Quarterly Interest Bonds due 2032, issued under and pursuant 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 a Second Supplemental an Indenture, dated as of December 1227, 2002 2001 (herein called the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"), ) between the Company and The Bank of New YorkSunTrust Bank, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement description of the terms of the Securities and the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Company and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The 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. Except All terms used in a bankruptcy, all payments on this Security will be conditional upon not triggering that are defined in the Required Deferral Condition. The "Required Deferral Condition" will be met if Indenture shall have the Company determines that meanings assigned to them in 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 of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute directare redeemable, unsecured subordinated obligations 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, subject 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 the Company will not be 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 Solvency Conditions, and laws of the subordination provisions described herein and U.S. or regulations or rulings promulgated under those laws; (ii) any change in the Indentureway those laws, and will rank pari passu without any preference among themselves.rulings or regulations are interpreted, applied or enforced;

Authorized Signatory. [Reverse of SecurityFORM OF REVERSE OF BOND] This Security New Mortgage Bond is one of a duly authorized issue of securities Bonds of the Company (herein called the "SecuritiesBonds")) 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 Subordinated Debt General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of July 18November 1, 2002 1992, executed by the Company to Harrxx Xxxst and Savings Bank (herein called the "Subordinated IndentureTrustee"), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a Second Supplemental 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 2002 Series is one of a series designated as the "New Mortgage Bonds, 6 1/4% Series Due 2002" (the "New Mortgage Bonds of the 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 December 12July 15, 2002 1998 (herein called the "Second Supplemental Indenture" and together with the Subordinated IndentureIndenture dated as of July 15, the "Indenture1998"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, supplemental to the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The 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. Except in a bankruptcy, 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 of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations New Mortgage Bonds of the Company, 2002 Series are not subject to the Solvency Conditionsredemption prior to maturity. In case an Event of Default, and the subordination provisions described herein and 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 will rank pari passu without any preference among themselvespayable, 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. [Reverse of SecurityFORM OF REVERSE OF BOND] This Security New Mortgage Bond is one of a duly authorized issue of securities Bonds of the Company (herein called the "SecuritiesBonds")) 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 Subordinated Debt General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of July 18November 1, 2002 1992, executed by the Company to Harrxx Xxxst and Savings Bank (herein called the "Subordinated IndentureTrustee"), 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 Supplemental Indenture2003 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 December 12September 15, 2002 1998 (herein called the "Second Supplemental Indenture" and together with the Subordinated IndentureIndenture dated as of September 15, the "Indenture1998"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, supplemental to the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and deliveredIndenture. The 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. Except in a bankruptcy, 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 of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 New Mortgage Bonds of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, 2003 Series are not subject to the Solvency Conditionsredemption prior to maturity. In case an Event of Default, and the subordination provisions described herein and 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 will rank pari passu without any preference among themselvespayable, 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. [Reverse of Security] (FORM OF REVERSE OF DEBENTURE) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Subordinated Debt an Indenture, dated as of July 18November 15, 2002 1996 (herein called the "Subordinated Indenture"), and a Second Supplemental Indenture, dated as of December 12, 2002 (herein called which term shall have the "Second Supplemental Indenture" and together with the Subordinated Indenture, the "Indenture"meaning assigned to it in such instrument), between the Company and The Bank of New YorkFifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The 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 hereof, limited in aggregate principal amount to $100,000,000. The indebtedness evidenced by the amount of Securities of this series is, to the extent and in the manner provided in the Indenture, expressly subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company (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 series which subordination. Each holder and owner of this Security, by accepting the same, agrees to and shall be bound by such provisions and authorizes the Trustee in his or her behalf to take such action as may be issuednecessary or appropriate to effectuate the subordination so provided and appoints the Trustee his or her attorney-in-fact for such purpose. Except in a bankruptcy, all payments on The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security will be conditional or certain restrictive covenants and Events of Default with respect to this Security upon compliance with certain conditions set forth in the Indenture. The Securities of this series are subject to optional redemption, in whole but not in part, from time to time and at any time (such redemption, an "Optional Redemption", and the date thereof, the "Optional Redemption Date"), upon not triggering less than 30 days' notice to the Required Deferral Condition. The "Required Deferral Condition" will be met if holders, at a redemption price equal to the Company determines that sum of (A) the Solvency Conditions greater of (i) are not satisfied on 100% of the Relevant Date, principal amount of the Securities of this series to be redeemed 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 the present values of the principal of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 7 and 10 of the Second Supplemental Indenture. The Securities will constitute direct, unsecured subordinated obligations of the Company, subject Remaining Scheduled Payments thereon discounted to the Solvency ConditionsOptional 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, and less the subordination provisions described herein and in Applicable Accrued Interest Amount plus (B) the Indenture, and will rank pari passu without any preference among themselvesApplicable Accrued Interest Amount.