TRIPARTITE AGREEMENT UNSECURED DEBT

Exhibit 4.2

TRIPARTITE AGREEMENT

UNSECURED DEBT

Xxx Xxxxx and Company, Issuer

Citibank, N.A., Previous Trustee

     INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”) entered into as of the 13th day of September, 2007, among Xxx Lilly and Company, an Indiana corporation (the “Issuer”), Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America (“Citibank”), and Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”‘).

W I T N E S S E T H

     WHEREAS, the Issuer and Citibank entered into a certain Indenture dated as of February I, 1991, as amended and supplemented (the “Indenture’) with respect to the issuance from time to time of the following debt securities (collectively, the “Securities”):

		Principal
Issue Description		Outstanding				CUSIP No.
2.90% Notes Due 2008		$	300,000,000				000000XX0
6% Notes Due 2012		$	500,000,000				000000XX0
6.57% Notes due 2016		$	200,000,000				000000XX0
5.20% Notes due 2017		$	1,000,000,000				000000XX0
4.50% Notes Due 2018		$	200,000,000				000000XX0
7.125% Notes Due 2025		$	301,370,000				000000XX0
5.50% Notes Due 2027		$	700,000,000				532457AZl
6.77% Notes Due 2036		$	286,000,000				000000XX0
5.55% Notes Due 2037		$	800,000,000				000000XX0

     WHEREAS, Citibank has been acting as Trustee under the Indenture; and

     WHEREAS, Section 7.08 of the Indenture provides that Citibank may resign at any time and be discharged of the trust created by the Indenture by giving written notice thereof to the Issuer

and to the Holders of Securities in the manner provided in Section 1.04 of the Indenture, and upon the appointment of and acceptance of such appointment by a successor trustee; and

     WHEREAS, Citibank, pursuant to the provisions of Section 7.08 of the Indenture has given such written notice to the Issuer on the 31st day of July, 2007 and pursuant to the provisions of Section 1.04 of the Indenture has given such written notice to the Holders of Securities, a copy of which is attached hereto as Exhibit A, which resignation shall create a vacancy in the office of the Trustee; and

     WHEREAS, Section 7.08 of the Indenture further provides that the Issuer shall promptly appoint a successor Trustee to fill a vacancy in the office of Trustee under the Indenture; and

     WHEREAS, the Issuer wishes to appoint DBTCA as successor Trustee under the Indenture; and

     WHEREAS, DBTCA is willing to accept such appointment as successor Trustee on the terms and conditions set forth herein and under the Indenture; and

     WHEREAS, DBTCA is eligible to act as successor Trustee under the Indenture;

     NOW, ‘THEREFORE, pursuant to the provisions of the Indenture and in consideration of the covenants herein contained, it is agreed among the Issuer, Citibank and DBTCA as follows:

1.		The Issuer hereby accepts the resignation of Citibank as Trustee and, pursuant to the authority vested in it by Section 7.08 of the Indenture and by resolution of its Board of Directors dated April 16, 2007 a copy of which is attached as Exhibit C, hereby appoints DBTCA as successor Trustee under the Indenture, with all the estate, properties, rights, powers, trusts, duties and obligations heretofore vested in Citibank as Trustee under the Indenture and designates the office of DBTCA presently located at 00 Xxxx Xxxxxx, 27’h Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Trust and Securities Services, as the office or agency of the Issuer in New York, New York where the Securities may be presented for payment, conversion, registration of transfer and exchange. Such office shall also constitute the “Corporate Trust Office” as such term is used in the Indenture. Citibank’s resignation as Trustee and DBTCA’s appointment and acceptance as successor Trustee, shall be effective as of the opening of business on the date first above written upon the execution and delivery hereof by each of the parties hereto.
2.		The Issuer represents and warrants that:

	(a)		it is validly organized and existing under the laws of the jurisdiction of its incorporation;
	(b)		the Securities were validly and lawfully issued;
	(c)		to its knowledge, it has performed or fulfilled each covenant, agreement and condition on its part to be performed or fulfilled under the Indenture;
	(d)		it has no knowledge of the existence of any default, or Event of Default (as defined in the Indenture), or any event which upon notice or passage of time or both would become an Event of Default, under the Indenture;
	(e)		it has not appointed any paying agents under the Indenture other than Citibank;

	(f)		it will continue to perform the obligations undertaken by it under the Indenture; and
	(g)		promptly after the execution and delivery of this Instrument, it will mail or cause to be mailed to each securityholder a Notice of Appointment of Successor Trustee, of which is attached hereto as Exhibit B.

3. Citibank represents and warrants to DBTCA that:

	(a)		it has made, or promptly will make available to DBTCA originals of all documents relating to the trust created by the Indenture and all information in the possession of its corporate trust department relating to the administration and status thereof and will furnish to DBTCA any of such documents or information DBTCA may select;
	(b)		to the best of the knowledge of the officers of Citibank assigned to its corporate trust department, no default, or Event of Default (as defined in the Indenture), or any event which upon notice or lapse of time or both would become and Event of Default under the Indenture, exists;
	(c)		it has lawfully and fully discharged its duties as Trustee under the Indenture; and;
	(d)		no covenant or condition contained in the Indenture has been waived by Citibank or by the securityholders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver.

Citibank agrees to investigate from time to time as DBTCA may reasonably request, at the expense of the Issuer, the completeness or accuracy of any information in the Security Register which relates to any transaction occurring prior to the appointment of DBTCA as registrar for the securities.

4.		DBTCA represents that it is eligible to act as Trustee under the provisions of the Indenture.
5.		DBTCA hereby accepts its appointment as successor Trustee under the Indenture and accepts the trust created thereby, and assumes all rights, powers, duties and obligations of the Trustee under the Indenture. DBTCA will perform said trust and will exercise said rights, powers, duties, and obligations upon the terms and conditions set forth in the Indenture; provided, however, that it is understood and agreed by the parties hereto that DBTCA does not assume responsibility for or any liability in connection with any negligence or other misconduct on the part of Citibank or its agents in connection with Citibank’s performance of the respective trusts, duties and obligations under the Indenture and it is further understood and agreed by the parties that the provisions of Section 7.05 of the Indenture shall survive, for the benefit of Citibank, Citibank’s resignation hereunder.
6.		DBTCA hereby accepts the designation of its Corporate Trust Office as the office or agency of the Issuer in New York, New York where the Securities may be presented for payment, and registration of transfer.
7.		Pursuant to the written request of DBTCA and the Issuer hereby made, Citibank, upon payment of its outstanding charges, receipt of which is hereby acknowledged, confirms, assigns, transfers and sets over to DBTCA, as successor Trustee under the Indenture, upon the trust expressed in the Indenture, any and all moneys and all the rights. powers, duties and obligations which Citibank now holds under and by virtue of the Indenture.

8.		The Issuer. for the purpose of more fully and certainly vesting in and confirming to DBTCA, as successor Trustee under the Indenture, said trusts, rights, powers, duties and obligations, at the request of DBTCA, hereby joins in the execution hereof.
9.		The Issuer, and Citibank hereby agree, upon the request of DBTCA, to execute, acknowledge and deliver such further instruments of conveyance and assurance and to do such other things as may be required for more fully and certainly vesting and confirming in DBTCA all of the properties, rights, powers, duties and obligations of Citibank as Trustee under the Indenture.
10.		Terms not otherwise defined in this Agreement shall have the definitions given thereto in the Indenture.
11.		The effect and meaning of this Agreement and the rights of all parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York.
12.		This Agreement may be simultaneously executed in any number of counterparts. Each such counterpart so executed shall be deemed to be an original, but all together shall constitute but one and the same instrument.
13.		The Issuer acknowledges that in accordance with Section 326 of the USA Patriot Act the successor Trustee, like all financial institutions is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The Issue; agrees that it will provide the successor Trustee with such information as it may request in order for the successor Trustee to satisfy the requirements of the USA Patriot Act.

     IN WITNESS WHEREOF, Xxx Xxxxx and Company has caused this instrument to be executed by one of its duly authorized officers; Citibank, N.A. has caused this instrument to be executed by one of its duly authorized officers; and Deutsche Bank Trust Company Americas has caused this instrument to be executed by one of its duly authorized officers, all as of the date first written above.

	XXX LILLY AND COMPANY
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Vice President and Treasurer
	CITIBANK, N.A.
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director
	By:	/s/ Xxxxx Xx
		Name:	Xxxxx Xx
		Title:	Vice President