Common use of THE SERIES OF DEBT SECURITIES Clause in Contracts

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.05% Debentures due November 15, 2025" (the "Debentures"). The Debentures shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on November 15, 2025. SECTION 2.03. The Debentures will be represented by a global security (the "Global Security"). The Global Security will be deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, will issue Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $1,000 and integral multiples thereof, unless otherwise specified by the Company. SECTION 2.04. The Debentures shall bear interest at the rate of 7.05% per annum, payable semi-annually on May 15 and November 15 of each year, commencing May 15, 1996. The Debentures shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 13, 1995, or the most recent interest payment date to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any interest payment date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security Register at the close of business on the May 1 or November 1 (whether or not a Business Day) next preceding such interest payment date (the "Regular Record Date"). Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security Register, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 24 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of Philadelphia, Pennsylvania. The Trustee shall be the paying agent for the Debentures in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures in New York. SECTION 2.06. The Debentures may, at the option of the Company, be redeemed in whole or from time to time in part, at any time on or after November 15, 2005 upon notice given as provided in Section 3.02 of the Indenture, at the following redemption prices (expressed in percentages of principal amount): If redeemed during the 12-month period beginning November 15, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemption. SECTION 2.07. The Debentures may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures shall be in the form attached as Exhibit A hereto.

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.056 5/8% Debentures Notes due November 15September 1, 20252005" (the "DebenturesNotes"). The Debentures Notes shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures Notes shall be payable on November 15September 1, 20252005. SECTION 2.03. The Debentures Notes will be represented by a global security (the "'Global Security"). The Global Security will be deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures Notes will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures Notes represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures Notes represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures Notes in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures Notes represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Debentures Notes in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures Notes represented by the Global Security and, in such event, will issue Debentures Notes in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures Notes represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures Notes registered in its name. Debentures Notes so issued in definitive form will be issued as registered Debentures Notes in denominations of $1,000 and integral multiples thereof, unless otherwise specified by the Company. SECTION 2.04. The Debentures Notes shall bear interest at the rate of 7.056 5/8% per annum, payable semi-annually on May 15 March 1 and November 15 September 1 of each year, commencing May 15March 1, 1996. The Debentures Notes shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 13September 1, 1995, or the most recent interest payment date to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any interest payment date shall be paid to the Holder in whose name any Debenture Note is registered in the Debt Security Register at the close of business on the May 1 February 15 or November 1 August 15 (whether or not a Business Day) next preceding such interest payment date (the "Regular Record Date"). Any interest on any Debenture Note which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures Notes are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to each Holder of Debentures Notes at his address as it appears in the Debt Security Register, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures Notes are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture Note delivered under this Supplemental Indenture No. 24 23 upon transfer of or in exchange for or in lieu of any other Debenture Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other DebentureNote. SECTION 2.05. The Place of Payment for the Debentures Notes shall be both the City of New York, New York, and the City of Philadelphia, Pennsylvania. The Trustee shall be the paying agent for the Debentures Notes in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures Notes in New York. SECTION 2.06. The Debentures may, at the option of Notes are subject to redemption by the Company, be redeemed in whole or from time to time in part, at any time on or after November 15, 2005 upon notice given as provided in Section 3.02 of the Indenture, at the following option of the Company, as a whole at any time or in part from time to time, on any date after September 1, 2002 at a redemption prices (expressed in percentages price equal to 100% of the principal amount): If redeemed during the 12-month period beginning November 15amount thereof, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemption. SECTION 2.07. The Debentures Notes may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures Notes shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures Notes shall be in the form attached as Exhibit A hereto.

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.056 3/8% Debentures due November 15, 20252028" (the "Debentures"). The Debentures shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on November 15January 8, 20252028. SECTION 2.03. The Debentures will be represented by a global security (the "Global Security"). The Global Security will be executed by the Company, authenticated by the Trustee and deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary notifies the Company that it is at any time unwilling or unable to continue as Depositary and or if at any time the Depositary shall no longer be eligible to continue as Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 daysdays from the date the Company receives such notice or becomes aware of such ineligibility, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $1,000 and integral multiples thereof, unless otherwise specified by the Company. Upon the exchange of a Global Security for individual Debentures, such Global Security shall be cancelled by the Trustee. Individual Debentures issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to, or in accordance with the instructions of the persons in whose name such Debentures are so registered. Unless and until it is exchanged in whole or in part for the individual Debentures represented thereby, a Global Security representing all or a portion of the Debentures may not be transferred except as a whole by the Depositary for the Debentures to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. SECTION 2.04. The Debentures shall bear interest at the rate of 7.056 3/8% per annum, payable semi-annually annually, in arrears, on May 15 January 8 and November 15 July 8 of each year, commencing May 15July 8, 19961998 (each, an "Interest Payment Date"). The Debentures shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 13January 8, 19951998, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for. If any date on which interest is payable is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any interest payment date Interest Payment Date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security Register register at the close of business on the May January 1 or November July 1 (whether or not a Business Daybusiness day) next preceding such interest payment date Interest Payment Date (the each, a "Regular Record Date"). Interest payable on redemption or maturity will be payable to the person to whom the principal is paid. Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any interest payment date Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 Section provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security Registerregister, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper authorized newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 24 1 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and but unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of PhiladelphiaCharlotte, PennsylvaniaNorth Carolina. The Trustee shall be the paying agent for the Debentures in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures in New YorkDebentures. SECTION 2.06. The Debentures maywill be redeemable as a whole or in part, at the option of the Company, be redeemed in whole or from time to time in part, Company at any time on or after November 15(a "Company Redemption Date"), 2005 upon notice given as provided in Section 3.02 at a redemption price equal to the greater of (i) 100% of the Indenture, principal amount of the Debentures to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Company Redemption Date on the semi-annual basis (assuming a 360- day year consisting of twelve 30-day months) at the following redemption prices (expressed Treasury Rate plus 10 basis points, plus, in percentages of either case, accrued and unpaid interest on the principal amount): If amount being redeemed during the 12-month period beginning November 15, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemptionCompany Redemption Date. SECTION 2.07. The Debentures may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures shall be in the form attached as Exhibit A hereto.

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.056 3/8% Debentures due November 15, 20252028" (the "Debentures"). The Debentures shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on November 15January 8, 20252028. SECTION 2.03. The Debentures will be represented by a global security (the "Global Security"). The Global Security will be executed by the Company, authenticated by the Trustee and deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary notifies the Company that it is at any time unwilling or unable to continue as Depositary and or if at any time the Depositary shall no longer be eligible to continue as Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 daysdays from the date the Company receives such notice or becomes aware of such ineligibility, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $1,000 and integral multiples thereof, unless otherwise specified by the Company. Upon the exchange of a Global Security for individual Debentures, such Global Security shall be cancelled by the Trustee. Individual Debentures issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to, or in accordance with the instructions of the persons in whose name such Debentures are so registered. Unless and until it is exchanged in whole or in part for the individual Debentures represented thereby, a Global Security representing all or a portion of the Debentures may not be transferred except as a whole by the Depositary for the Debentures to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. SECTION 2.04. The Debentures shall bear interest at the rate of 7.056 3/8% per annum, payable semi-annually annually, in arrears, on May 15 January 8 and November 15 July 8 of each year, commencing May 15July 8, 19961998 (each, an ``Interest Payment Date''). The Debentures shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 13January 8, 19951998, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for. If any date on which interest is payable is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any interest payment date Interest Payment Date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security Register register at the close of business on the May January 1 or November July 1 (whether or not a Business Daybusiness day) next preceding such interest payment date Interest Payment Date (the each, a "Regular Record Date"). Interest payable on redemption or maturity will be payable to the person to whom the principal is paid. Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any interest payment date Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 Section provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security Registerregister, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper authorized newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 24 1 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and but unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of PhiladelphiaCharlotte, PennsylvaniaNorth Carolina. The Trustee shall be the paying agent for the Debentures in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures in New YorkDebentures. SECTION 2.06. The Debentures maywill be redeemable as a whole or in part, at the option of the Company, be redeemed in whole or from time to time in part, Company at any time on or after November 15(a "Company Redemption Date"), 2005 upon notice given as provided in Section 3.02 at a redemption price equal to the greater of (i) 100% of the Indenture, principal amount of the Debentures to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Company Redemption Date on the semi-annual basis (assuming a 360- day year consisting of twelve 30-day months) at the following redemption prices (expressed Treasury Rate plus 10 basis points, plus, in percentages of either case, accrued and unpaid interest on the principal amount): If amount being redeemed during the 12-month period beginning November 15, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemptionCompany Redemption Date. SECTION 2.07. The Debentures may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures shall be in the form attached as Exhibit A hereto.

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.05``7 1/2% Subordinated Deferrable Interest Debentures due November 15, 2025" 2037'' (the "``Debentures"''). The Debentures shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on November 15January 2, 20252037. SECTION 2.03. The Debentures will be represented by a global security (the "``Global Security"''). The Global Security will be executed by the Company, authenticated by the Trustee and deposited with, or on behalf of, The Depository Trust Company (the "``Depositary"'') and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("``participants"'') or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary notifies the Company that it is at any time unwilling or unable to continue as Depositary and or if at any time the Depositary shall no longer be eligible to continue as Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 daysdays from the date the Company receives such notice or becomes aware of such ineligibility, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $1,000 25 and integral multiples thereof, unless otherwise specified by the Company. Upon the exchange of a Global Security for individual Debentures, such Global Security shall be cancelled by the Trustee. Individual Debentures issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to, or in accordance with the instructions of the persons in whose name such Debentures are so registered. Unless and until it is exchanged in whole or in part for the individual Debentures represented thereby, a Global Security representing all or a portion of the Debentures may not be transferred except as a whole by the Depositary for the Debentures to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. SECTION 2.04. The Debentures shall bear interest at the rate of 7.057 1/2% per annum, payable semi-annually quarterly, in arrears, on May 15 March 31, June 30, September 30 and November 15 December 31 of each year, commencing May 15March 31, 19961997, with a final interest payment on January 2, 2037 (each, an ``Interest Payment Date''). The Debentures shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 13January 14, 19951997, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for. If any date on which interest is payable is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any interest payment date Interest Payment Date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security Register register at the close of business on the May 1 March 15, June 15, September 15 or November 1 December 15 (whether or not a Business Daybusiness day) next preceding such interest payment date Interest Payment Date (the "each, a ``Regular Record Date"''). Any interest Interest payable on any Debenture which is payable, but is not punctually paid redemption or duly provided for, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to maturity will be payable to the Registered Holder person to whom the principal is paid. The Company shall have the right at any time during the term of the Debentures, prior to an Interest Payment Date, so long as the Company is not in default in the payment of interest on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by Debentures, to extend the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make interest payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date period for an Extension Period (as defined below). Except as provided in the next succeeding sentence, no interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the Holders of record on the Record Date for such Interest Payment Date (regardless of who the Holders of record may have been on other dates during the Extension Period) all interest then accrued but unpaid on the Debentures, together with interest thereon, compounded quarterly, at the rate of 7 1/2% per annum, to the extent permitted by law; provided that during any such Extension Period, the Company shall not declare or pay any dividend on, or repurchase, redeem or otherwise acquire any of its capital stock, as set forth in this Section 2.04. Prior to the termination of any Extension Period, the Company may (a) on any Interest Payment Date pay all or any portion of the interest accrued on the Debentures as provided herein to Holders of record on the Regular Record Date for such Interest Payment Date or (b) from time to time further extend the interest payment period as provided in the last sentence of this paragraph, provided that any such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full. If the Company shall elect to pay all of the interest accrued on the Debentures on an Interest Payment Date during an Extension Period, such Extension Period shall automatically terminate on such Interest Payment Date. Upon the termination of any Extension Period and the payment of such Defaulted Interestall amounts of interest then due, which shall be fixed in the following mannerCompany may commence a new Extension Period, subject to the above requirements. The Company shall notify cause the Trustee to give prior notice, by public announcement given in writing accordance with New York Stock Exchange rules (or the rules of the amount of Defaulted Interest proposed to be paid on each Debenture any other applicable self-regulatory organization) and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailedmail, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security Registerregister, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 24 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of Philadelphia, Pennsylvania. The Trustee shall be the paying agent for the Debentures in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures in New York. SECTION 2.06. The Debentures may, at the option of the Company, be redeemed in whole or from time to time in part, at any time on or after November 15, 2005 upon notice given as provided in Section 3.02 of the Indenture, at the following redemption prices (expressed in percentages of principal amount): If redeemed during the 12-month period beginning November 15, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemption. SECTION 2.07. The Debentures may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures shall be in the form attached as Exhibit A hereto.of

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.057 1/2% Subordinated Deferrable Interest Debentures due November 15, 20252036" (the "Debentures"). The Debentures shall be limited to $150,000,000 200,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on November 15September 30, 20252036. SECTION 2.03. The Debentures will be represented by a global security (the "Global Security"). The Global Security will be executed by the Company, authenticated by the Trustee and deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary notifies the Company that it is at any time unwilling or unable to continue as Depositary and or if at any time the Depositary shall no longer be eligible to continue as Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 daysdays from the date the Company receives such notice or becomes aware of such ineligibility, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $1,000 25 and integral multiples thereof, unless otherwise specified by the Company. Upon the exchange of a Global Security for individual Debentures, such Global Security shall be cancelled by the Trustee. Individual Debentures issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to, or in accordance with the instructions of the persons in whose name such Debentures are so registered. Unless and until it is exchanged in whole or in part for the individual Debentures represented thereby, a Global Security representing all or a portion of the Debentures may not be transferred except as a whole by the Depositary for the Debentures to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. SECTION 2.04. The Debentures shall bear interest at the rate of 7.057 1/2% per annum, payable semi-annually quarterly, in arrears, on May 15 March 31, June 30, September 30 and November 15 December 31 of each yearyear (each, an "Interest Payment Date"), commencing May 15December 31, 1996. The Debentures shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 135, 19951996, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for. If any date on which interest is payable is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any interest payment date Interest Payment Date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security Register register at the close of business on the May 1 March 15, June 15, September 15 or November 1 December 15 (whether or not a Business Daybusiness day) next preceding such interest payment date Interest Payment Date (the each, a "Regular Record Date"). Any The Company shall have the right upon prior notice by public announcement given in accordance with New York Stock Exchange rules or the rules of any other applicable self-regulatory organization, at any time during the term of the Debentures, prior to an Interest Payment Date, so long as the Company is not in default in the payment of interest on any Debenture which is payablethe Debentures, but is not punctually paid or duly provided for, on any to extend the interest payment date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date period for an Extension Period (as defined below). Except as provided in the next succeeding sentence, no interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the Holders of record on the Record Date for such Interest Payment Date (regardless of who the Holders of record may have been on other dates during the Extension Period) all interest then accrued but unpaid on the Debentures, together with interest thereon, compounded quarterly, at the rate of 7 1/2% per annum, to the extent permitted by law; provided that during any such Extension Period, the Company shall not declare or pay any dividend on, or repurchase, redeem or otherwise acquire any of its capital stock. Prior to the termination of any Extension Period, the Company may (a) on any Interest Payment Date pay all or any portion of the interest accrued on the Debentures as provided herein to Holders of record on the Regular Record Date for such Interest Payment Date or (b) from time to time further extend the interest payment period as provided in the last sentence of this paragraph, provided that any such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full. If the Company shall elect to pay all of the interest accrued on the Debentures on an Interest Payment Date during an Extension Period, such Extension Period shall automatically terminate on such Interest Payment Date. Upon the termination of any Extension Period and the payment of such Defaulted Interestall amounts of interest then due, which shall be fixed in the following mannerCompany may commence a new Extension Period, subject to the above requirements. The Company shall notify cause the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal give notice to the aggregate amount proposed to be paid Holders in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to manner provided in the date of the proposed paymentIndenture, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 five business days prior to the earlier of (i) the March 15, June 15, September 15 or December 15 next preceding the applicable Interest Payment Date and (ii) the date on which the Company or the Trustee is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security Register, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Regular Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listeddate for such related interest payment period, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 24 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of Philadelphia, Pennsylvania. The Trustee shall be the paying agent for the Debentures in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures in New York. SECTION 2.06. The Debentures may, at the option of the Company, be redeemed in whole or from time to time in part, at any time on or after November 15, 2005 upon notice given as provided in Section 3.02 of the Indenture, at the following redemption prices (expressed in percentages of principal amount): If redeemed during the 12-month period beginning November 15, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemption. SECTION 2.07. The Debentures may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures shall be in the form attached as Exhibit A hereto.of

THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the "7.05``7 1/2% Subordinated Deferrable Interest Debentures due November 15, 2025" 2037'' (the "``Debentures"''). The Debentures shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on November 15January 2, 20252037. SECTION 2.03. The Debentures will be represented by a global security (the "``Global Security"''). The Global Security will be executed by the Company, authenticated by the Trustee and deposited with, or on behalf of, The Depository Trust Company (the "``Depositary"'') and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee ("``participants"'') or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary notifies the Company that it is at any time unwilling or unable to continue as Depositary and or if at any time the Depositary shall no longer be eligible to continue as Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 daysdays from the date the Company receives such notice or becomes aware of such ineligibility, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, the Company will issue execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $1,000 25 and integral multiples thereof, unless otherwise specified by the Company. Upon the exchange of a Global Security for individual Debentures, such Global Security shall be cancelled by the Trustee. Individual Debentures issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to, or in accordance with the instructions of the persons in whose name such Debentures are so registered. Unless and until it is exchanged in whole or in part for the individual Debentures represented thereby, a Global Security representing all or a portion of the Debentures may not be transferred except as a whole by the Depositary for the Debentures to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. SECTION 2.04. The Debentures shall bear interest at the rate of 7.05% 7/% per annum, payable semi-annually quarterly, in arrears, on May 15 March 31, June 30, September 30 and November 15 December 31 of each year, commencing May 15March 31, 19961997, with a final interest payment on January 2, 2037 (each, an ``Interest Payment Date''). The Debentures shall be dated the date of authentication as provided in the Indenture and interest shall be payable on the principal represented thereby from the later of November 13January 14, 19951997, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for. If any date on which interest is payable is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any interest payment date Interest Payment Date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security Register register at the close of business on the May 1 March 15, June 15, September 15 or November 1 December 15 (whether or not a Business Daybusiness day) next preceding such interest payment date Interest Payment Date (the "each, a ``Regular Record Date"''). Any interest Interest payable on any Debenture which is payable, but is not punctually paid redemption or duly provided for, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to maturity will be payable to the Registered Holder person to whom the principal is paid. The Company shall have the right at any time during the term of the Debentures, prior to an Interest Payment Date, so long as the Company is not in default in the payment of interest on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by Debentures, to extend the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make interest payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date period for an Extension Period (as defined below). Except as provided in the next succeeding sentence, no interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the Holders of record on the Record Date for such Interest Payment Date (regardless of who the Holders of record may have been on other dates during the Extension Period) all interest then accrued but unpaid on the Debentures, together with interest thereon, compounded quarterly, at the rate of 7 1/2% per annum, to the extent permitted by law; provided that during any such Extension Period, the Company shall not declare or pay any dividend on, or repurchase, redeem or otherwise acquire any of its capital stock, as set forth in this Section 2.04. Prior to the termination of any Extension Period, the Company may (a) on any Interest Payment Date pay all or any portion of the interest accrued on the Debentures as provided herein to Holders of record on the Regular Record Date for such Interest Payment Date or (b) from time to time further extend the interest payment period as provided in the last sentence of this paragraph, provided that any such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full. If the Company shall elect to pay all of the interest accrued on the Debentures on an Interest Payment Date during an Extension Period, such Extension Period shall automatically terminate on such Interest Payment Date. Upon the termination of any Extension Period and the payment of such Defaulted Interestall amounts of interest then due, which shall be fixed in the following mannerCompany may commence a new Extension Period, subject to the above requirements. The Company shall notify cause the Trustee to give prior notice, by public announcement given in writing accordance with New York Stock Exchange rules (or the rules of the amount of Defaulted Interest proposed to be paid on each Debenture any other applicable self-regulatory organization) and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.03 provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailedmail, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security Registerregister, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 24 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of Philadelphia, Pennsylvania. The Trustee shall be the paying agent for the Debentures in Philadelphia, and Bankers Trust Company (or such other agent as may be appointed by the Company and approved by the Trustee) shall be the paying agent for the Debentures in New York. SECTION 2.06. The Debentures may, at the option of the Company, be redeemed in whole or from time to time in part, at any time on or after November 15, 2005 upon notice given as provided in Section 3.02 of the Indenture, at the following redemption prices (expressed in percentages of principal amount): If redeemed during the 12-month period beginning November 15, 2005 103.26% 2011 101.30% 2006 102.93% 2012 100.98% 2007 102.61% 2013 100.65% 2008 102.28% 2014 100.33% 2009 101.96% 2015 and 2010 101.63% thereafter 100.00% together in each case with accrued interest to the date of redemption. SECTION 2.07. The Debentures may be issued in denominations of $1,000 and any integral multiples thereof. SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt Securities without coupons. SECTION 2.09. The Debentures shall be in the form attached as Exhibit A hereto.of