EXHIBIT 4.2
EXECUTION COPY
FOURTH SUPPLEMENTAL INDENTURE, dated as of January 27, 2004,
between Jefferson-Pilot Corporation, a corporation duly organized and existing
under the laws of the State of North Carolina (herein called the "Company"),
having its principal offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx
Xxxxxxxx 00000, and Wachovia Bank, National Association (formerly known as First
Union National Bank of North Carolina), a national banking association organized
and existing under the laws of the United States, as Trustee (herein called the
"Trustee").
RECITALS OF THE COMPANY
The Company has heretofore duly executed and delivered to the
Trustee an Indenture, dated as of November 21, 1995 (the "Indenture"), providing
for the issuance from time to time of its unsecured debentures, notes, or other
evidences of indebtedness (the "Securities"), to be issued in one or more
series.
The Company intends to issue $300,000,000 principal amount of
its 4.75% Notes due 2014 (the "Notes") under the Indenture.
Section 901(7) of the Indenture provides that, without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
supplemental indentures, in form satisfactory to the Trustee, to establish the
form or terms of Securities of any series as permitted by Sections 201 and 301
of the Indenture.
Section 901(5) of the Indenture provides that, without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
supplemental indentures, in form satisfactory to the Trustee, to add to, change,
or eliminate any of the provisions of the Indenture with respect to one or more
series of Securities, subject to certain conditions provided in such Section
901(5).
All things necessary to make this Fourth Supplemental
Indenture a valid agreement of the Company, and a valid supplement to the
Indenture, have been done.
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of
the Notes by the Holders thereof, it is mutually covenanted and agreed, solely
for the benefit of the Holders of the Notes, as follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
SECTION 1.01. Definitions.
As used in this Fourth Supplemental Indenture and the
Indenture, to the extent applicable, the following terms shall have the meanings
given to them below in this Section 1.01:
"Agent Member" means any member of, or participant in, the
Depository.
"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Note or beneficial interest therein, the rules
and procedures of the Depository for such Note, Euroclear and Clearstream, in
each case to the extent applicable to such transaction and as in effect at the
time of such transfer or transaction.
"Clearstream" means Clearstream Banking, societe anonyme (or
any successor securities clearing agency).
"Closing Date" means January 27, 2004.
"DTC" means The Depository Trust Company, a New York
corporation.
"Euroclear" means the Euroclear Clearance System (or any
successor securities clearing agency).
"Exchange Notes" means Securities issued by the Company in
exchange for Outstanding Notes, pursuant to the Registration Rights Agreement.
"Global Note" means a Note that is registered in the Security
Register in the name of a Depository or a nominee thereof.
"Notes" means the Company's 4.75% Notes due 2014.
"Purchase Agreement" means that certain Purchase Agreement,
dated January 20, 2004, between the Company and Xxxxxx Xxxxxxx & Co.
Incorporated acting severally on behalf of themselves and the initial purchasers
set forth on Schedule I thereto (the "Initial Purchasers").
"Registration Rights Agreement" means that certain
Registration Rights Agreement, dated as of January 27, 2004, between the Company
and Xxxxxx Xxxxxxx & Co. Incorporated, as representative of the several Initial
Purchasers.
"Regulation S" means Regulation S under the Securities Act.
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"Regulation S Certificate" means a certificate substantially
in the form set forth in Annex A.
"Regulation S Global Note" means a Regulation S Note that is
also a Global Note.
"Regulation S Note" means a Note (i) purchased from the
Company by the Initial Purchasers, pursuant to the Purchase Agreement that was
initially resold by the Initial Purchasers to non-U.S. Persons in reliance on
Regulation S, or (ii) exchanged from a Restricted Note into a Regulation S Note
pursuant to the terms of Section 3.02.
"Restricted Global Note" means a Restricted Note that is also
a Global Note.
"Restricted Period" means the period of 40 consecutive days
beginning on the later of (i) the day on which Notes are first offered to
persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the Closing Date.
"Restricted Note" means a Note (i) purchased from the Company
by the Initial Purchasers, pursuant to the Purchase Agreement, that was
initially sold by the Initial Purchasers to purchasers in reliance on Rule 144A
under the Securities Act, or (ii) exchanged from a Regulation S Note into a
Restricted Note pursuant to the terms of Section 3.02.
"Restricted Notes Certificate" means a certificate
substantially in the form set forth in Annex B.
"Restricted Subsidiary" means any of Jefferson-Pilot Life
Insurance Company, Jefferson Pilot Financial Insurance Company or Jefferson
Pilot LifeAmerica Insurance Company.
"Rule 144" means Rule 144 under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities Act Legend" means the following:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS
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OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
THESE SECURITIES WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER UNLESS THE
REGISTRAR OR TRANSFER AGENT IS SATISFIED THAT THE RESTRICTIONS ON TRANSFER SET
FORTH ABOVE HAVE BEEN COMPLIED WITH."
"Successor Note" of any particular Note means every Note
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 306 of the Indenture in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Note.
"Unrestricted Notes Certificate" means a certificate
substantially in the form set forth in Annex C.
"U.S. Person" means (i) any natural person resident in the
United States, (ii) any partnership or corporation organized or incorporated
under the laws of the United States, (iii) any estate of which an executor or
administrator is a U.S. Person (other than an estate governed by foreign law and
of which at least one executor or administrator is a non-U.S. Person who has
sole or shared investment discretion with respect to its assets), (iv) any trust
of which a professional fiduciary acting as trustee is a U.S. Person (other than
a trust of which at least one trustee is a non-U.S. Person who has sole or
shared investment discretion with respect to its assets and no beneficiary of
the trust (and no settlor if the Trust is revocable) is a U.S. Person), (v) any
agency or branch of a foreign entity located in the United States, (vi) any
non-discretionary or similar account (other than an estate or trust) held by a
dealer or other fiduciary for the benefit or account of a U.S. Person, (vii) any
discretionary or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated or (if an individual) resident
in the United States (other than such an account held for the benefit or account
of a non-U.S. Person), (viii) any partnership or corporation organized or
incorporated under the laws of a foreign jurisdiction and formed by a U.S.
Person principally for the purpose of investing in securities not registered
under the Securities Act (unless it is organized or incorporated, and owned, by
accredited investors within the meaning of Rule 501(a) under the Securities Act
who are not natural persons, estates or trusts); provided, however, that the
term "U.S. Person" does not include (A) a branch or agency of a U.S.
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Person that is located and operating outside the United States for valid
business purposes as a locally regulated branch or agency engaged in the banking
or insurance business, (B) any employee benefit plan established and
administered in accordance with the law, customary practices and documentation
of a foreign country or (C) the international organizations set forth in Section
902(o)(7) of Regulation S under the Securities Act and any other similar
international organizations, and their agencies, affiliates and pension plans.
All other capitalized terms used in this Fourth Supplemental
Indenture and not defined herein shall have the meanings assigned to them in the
Indenture.
ARTICLE TWO
Note Form
SECTION 2.01. Form Generally.
(a) Each Note and the Trustee's certificate of
authentication therefor shall be in substantially the form, and have the terms,
set forth in Schedule I hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Indenture
(as amended and supplemented by this Fourth Supplemental Indenture), and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Note, as evidenced by their execution of such Note.
Upon their original issuance, Restricted Notes of the same
tranche shall be issued in the form of one or more Global Notes without interest
coupons registered in the name of DTC, as Depository, or its nominee and
deposited with the Trustee (or any party acceptable to the Company, DTC and the
Trustee), as custodian for DTC, for credit by DTC to the respective accounts of
beneficial owners of the Notes represented thereby (or such other accounts as
they may direct) in accordance with the rules thereof.
Upon their original issuance, Regulation S Notes of the same
tranche shall be issued in the form of one or more Global Notes without coupons
registered in the name of DTC, as Depository, or its nominee and deposited with
the Trustee (or any party acceptable to the Company, DTC and the Trustee), as
custodian for DTC, for credit to Euroclear Bank S.A./N.V., as operator of
Euroclear, and Clearstream to the respective accounts of beneficial owners of
the Notes represented thereby (or such other accounts as they may direct) in
accordance with the rules thereof.
(b) The Notes may be reopened for issuance of additional
Notes, whether Regulation S Notes or Restricted Notes, without the consent of
the Holders.
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ARTICLE THREE
The Notes
SECTION 3.01. Global Notes.
(a) If any Global Note is to be exchanged for other Notes
or cancelled in whole, it shall be surrendered by or on behalf of the Depository
or its nominee to the Security Registrar for exchange or cancellation as
provided in Section 305 of the Indenture. If any Global Note is to be exchanged
for other Notes or cancelled in part, or if another Note is to be exchanged in
whole or in part for a beneficial interest in any Global Note, then either (i)
such Global Note shall be so surrendered for exchange or cancellation as
provided in Section 305 of the Indenture or (ii) the principal amount thereof
shall be reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the principal amount of such other Note to
be so exchanged for a beneficial interest therein, as the case may be, by means
of an appropriate adjustment made on the records of the Security Registrar,
whereupon the Security Registrar, in accordance with the Applicable Procedures,
shall instruct the Depository or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Note, the Trustee shall, subject to Section 3.02(b) and as otherwise
provided in the Indenture (as amended and supplemented by this Fourth
Supplemental Indenture), authenticate and deliver any Notes issuable in exchange
for such Global Note (or any portion thereof) to or upon the written order of,
and registered in such names as may be directed by, the Depository or its
authorized representative. Upon the request of the Trustee in connection with
the occurrence of any of the events specified in the eighth paragraph of Section
305 of the Indenture, the Company shall promptly make available to the Trustee a
reasonable supply of Notes that are not in the form of Global Notes. The Trustee
shall be entitled to rely upon any order, direction or request of the Depository
or its authorized representative which is given or made pursuant to this Article
Three if such order, direction or request is given or made in accordance with
the Applicable Procedures.
(b) Every Note authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Note or
any portion thereof, whether pursuant to this Article Three or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Note,
unless such Note is registered in the name of a Person other than the Depository
for such Global Note or a nominee thereof.
(c) The Depository or its nominee, as registered owner of
a Global Note, shall be the Holder of such Global Note for all purposes under
this Fourth Supplemental Indenture, the Indenture and the Notes, and owners of
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beneficial interests in a Global Note shall hold such interests pursuant to the
Applicable Procedures. Accordingly, any such owner's beneficial interest in a
Global Note will be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depository or its nominee or
its Agent Members.
SECTION 3.02. Transfers and Exchanges; Securities Act Legends.
(a) Certain Transfers and Exchanges. Notwithstanding any
other provision of this Fourth Supplemental Indenture, the Indenture or the
Notes, transfers and exchanges of Notes and beneficial interests in a Global
Note of the kinds specified in this Section 3.02(a) shall be made only in
accordance with this Section 3.02(a).
(i) Restricted Global Note to Regulation S Global Note.
If the owner of a beneficial interest in a Restricted Global Note
wishes at any time to transfer such interest to a Person who wishes to
acquire the same in the form of a beneficial interest in a Regulation S
Global Note, such transfer may be effected only in accordance with the
provisions of this Clause (a)(i) subject to the Applicable Procedures.
Upon receipt by the Security Registrar of (A) an order given by the
Depository or its authorized representative directing that a beneficial
interest in a Regulation S Global Note in a specified principal amount
be credited to a specified Agent Member's account and that a beneficial
interest in a Restricted Global Note in an equal principal amount be
debited from another specified Agent Member's account and (B) a
Regulation S Certificate (or such other form of certificate as may be
acceptable to the Company), satisfactory to the Security Registrar, and
duly executed by the owner of such beneficial interest in such
Restricted Global Note or his attorney duly authorized in writing, then
the Security Registrar shall reduce the principal amount of such
Restricted Global Note and increase the principal amount of such
Regulation S Global Note by such specified principal amount as provided
in Section 3.01(a).
(ii) Regulation S Global Note to Restricted Global Note.
If the owner of a beneficial interest in a Regulation S Global Note
wishes prior to the expiration of the Restricted Period to transfer
such interest to a Person who wishes to acquire the same in the form of
a beneficial interest in a Restricted Global Note, such transfer may be
effected only in accordance with this Clause (a)(ii) and subject to the
Applicable Procedures. Upon receipt by the Security Registrar of (A) an
order given by the Depository or its authorized representative
directing that a beneficial interest in a Restricted Global Note in a
specified principal amount be credited to a specified Agent Member's
account and that a beneficial interest in a Regulation S Global Note in
an equal principal amount be debited from another specified Agent
Member's account and (B) a Restricted Notes Certificate (or such other
form of certificate as may be
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acceptable to the Company), satisfactory to the Security Registrar and
duly executed by the owner of such beneficial interest in such
Regulation S Global Note or his attorney duly authorized in writing,
then the Security Registrar, shall reduce the principal amount of such
Regulation S Global Note and increase the principal amount of such
Restricted Global Note by such specified principal amount as provided
in Section 3.01(a).
(iii) Exchanges between Global Note and Non-Global Note. A
beneficial interest in a Global Note may be exchanged for a Note that
is not a Global Note (A) as provided in the eighth paragraph of Section
305 of the Indenture or (B) notwithstanding any provision of Section
305 of the Indenture to the contrary, if the Company, at its option,
notifies the Trustee in writing that it elects to cause the issuance of
Notes that are not Global Notes; provided that, if such interest is a
beneficial interest in a Restricted Global Note, or if such interest is
a beneficial interest in a Regulation S Global Note, then such interest
shall be exchanged for a Restricted Note or a Regulation S Note,
respectively (subject in each case to Section 3.02(b)).
(b) Securities Act Legends. A Note and its Successor Note
shall bear the Securities Act Legend, subject to the following:
(i) at any time after a Note may be freely transferred
without registration under the Securities Act or without being subject
to transfer restrictions pursuant to the Securities Act, a new Note
which does not bear a Securities Act Legend may be issued in exchange
for or in lieu of a Note which bears such a legend if the Security
Registrar has received an Unrestricted Notes Certificate (or such other
form of certificate as may be acceptable to the Company), satisfactory
to the Security Registrar and duly executed by the Holder of such
legended Note or his attorney duly authorized in writing, and after
such date and receipt of such certificate, the Trustee shall, at the
written direction of the Security Registrar, authenticate and deliver
such a new Note in exchange for or in lieu of such other Note in the
manner provided for in the Indenture (as amended and supplemented by
this Fourth Supplemental Indenture);
(ii) a new Note which does not bear a Securities Act
Legend may be issued in exchange for or in lieu of a Note or any
portion thereof which bears such a legend if, in the Security
Registrar's judgment, placing such a legend upon such new Note is not
necessary to ensure compliance with the registration requirements of
the Securities Act, and the Trustee, at the written direction of the
Security Registrar, shall authenticate and deliver such a new Note in
the manner provided for in the Indenture (as amended and supplemented
by this Fourth Supplemental Indenture); and
(iii) notwithstanding the foregoing provisions of this
Section 3.02(b), a Successor Note of a Note that does not bear the
Securities Act Legend shall bear
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such form of legend if the Security Registrar has reasonable cause to
believe that such Successor Note is a "restricted security" within the
meaning of Rule 144, in which case the Trustee, at the written
direction of the Security Registrar, shall authenticate and deliver a
new Note bearing a Securities Act Legend in exchange for such Successor
Note in the manner provided for in the Indenture (as amended and
supplemented by this Fourth Supplemental Indenture).
SECTION 3.03. Events of Default.
The occurrence of an event specified in Section 501(5) of the
Indenture shall not be deemed to be an Event of Default with respect to the
Notes.
SECTION 3.04. Defeasance and Covenant Defeasance.
The provisions of Article Thirteen of the Indenture shall
apply to the Notes.
ARTICLE FOUR
Miscellaneous
The Indenture, as supplemented and amended by this Fourth
Supplemental Indenture, is in all respects ratified and confirmed, and the
Indenture, this Supplemental Indenture and all indentures supplemental thereto
shall be read, taken and construed as one and the same instrument.
This Fourth Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.
This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
JEFFERSON-PILOT CORPORATION
By /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
Attest:
/s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
and Secretary
WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
Attest:
/s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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ANNEX A -- Form of
Regulation S Certificate
REGULATION S CERTIFICATE
Wachovia Bank, National Association
Attn: Corporate Trust Department
Re: 4.75% Notes due 2014 of Jefferson-Pilot
Corporation (the "Notes")
Reference is made to the Indenture, dated as of November 21,
1995, as amended and supplemented by the Fourth Supplemental Indenture, dated as
of January 27, 2004 (as so amended and supplemented, the "Indenture"), each from
Jefferson-Pilot Corporation (the "Company"), to Wachovia Bank, National
Association (formerly known as First Union National Bank of North Carolina), as
Trustee. Terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used
herein as so defined.
This certificate relates to U.S. $____________ principal
amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):
CUSIP No(s). 000000XX0
CERTIFICATE No(s). _____________________
The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Notes or (ii) it is acting on behalf of all the beneficial owners of
the Specified Notes and is duly authorized by them to do so. Such beneficial
owner or owners are referred to herein collectively as the "Owner". If the
Specified Notes are represented by a Global Note, they are held through the
Depository or an Agent Member in the name of the Undersigned, as or on behalf of
the Owner. If the Specified Notes are not represented by a Global Note, they are
registered in the name of the Undersigned, as or on behalf of the Owner.
The Owner has requested that the Specified Notes be
transferred to a person (the "Transferee") who will take delivery in the form of
a Regulation S Note. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:
A-1
(1) Rule 904 Transfers. If the transfer is being effected
in accordance with Rule 904:
(A) the Owner is not a distributor of the Notes,
an affiliate of the Company or any such distributor or a
person acting on behalf of any of the foregoing;
(B) the offer of the Specified Notes was not
made to a person in the United States;
(C) either:
(i) at the time the buy order was
originated, the Transferee was outside the United
States or the Owner and any person acting on its
behalf reasonably believed that the Transferee was
outside the United States, or
(ii) the transaction is being executed
in, on or through the facilities of the Eurobond
market, as regulated by the Association of
International Bond Dealers, or another designated
offshore securities market and neither the Owner nor
any person acting on its behalf knows that the
transaction has been prearranged with a buyer in the
United States;
(D) no directed selling efforts have been made
in the United States by or on behalf of the Owner or any
affiliate thereof;
(E) if the Owner is a dealer in securities or
has received a selling concession, fee or other renumeration
in respect of the Specified Notes, and the transfer is to
occur during the Restricted Period, then the requirements of
Rule 904(b)(1) or (b)(3) have been satisfied; and
(F) the transaction is not part of a plan or
scheme to evade the registration requirements of the
Securities Act.
(2) Rule 144 Transfers. If the transfer is being effected
pursuant to Rule 144:
(A) the transfer is occurring after a holding
period of at least one year (computed in accordance with
paragraph (d) of Rule 144) has elapsed since the Specified
Notes were last acquired from the Company or from an affiliate
of the Company, whichever is later, and is being effected in
accordance with the applicable amount, manner of sale and
notice requirements of Rule 144; or
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(B) the transfer is occurring after a holding
period of at least two years has elapsed since the Specified
Notes were last acquired from the Company or from an affiliate
of the Company, whichever is later, and the Owner is not, and
during the preceding three months has not been, an affiliate
of the Company.
This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.
Dated:
__________________________________________
(Print the name of the Undersigned, as
such term is defined in the second
paragraph of this certificate.)
By: _______________________________________
Name:
Title:
(If the Undersigned is a corporation,
partnership or fiduciary, the title
of the person signing on behalf of the
Undersigned must be stated.
A-3
ANNEX B -- Form of Restricted
Notes Certificate
RESTRICTED NOTES CERTIFICATE
Wachovia Bank, National Association
Attn: Corporate Trust Department
Re: 4.75% Notes due 2014 of Jefferson-Pilot
Corporation (the "Notes")
Reference is made to the Indenture, dated as of November 21,
1995, as amended and supplemented by the Fourth Supplemental Indenture (the
"Fourth Supplemental Indenture") dated as of January 27, 2004 (as so amended and
supplemented, the "Indenture"), each from Jefferson-Pilot Corporation (the
"Company"), to Wachovia Bank, National Association (formerly known as First
Union National Bank of North Carolina), as Trustee. Terms used herein and
defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities
Act of 1933 (the "Securities Act") are used herein as so defined.
This certificate relates to U.S. $_____________ principal
amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):
CUSIP No(s). X00000XX0
CERTIFICATE No(s). _____________________
The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Notes or (ii) it is acting on behalf of all the beneficial owners of
the Specified Notes and is duly authorized by them to do so. Such beneficial
owner or owners are referred to herein collectively as the "Owner". If the
Specified Notes are represented by a Global Note, they are held through the
Depository or an Agent Member in the name of the Undersigned, as or on behalf of
the Owner. If the Specified Notes are not represented by a Global Note, they are
registered in the name of the Undersigned, as or on behalf of the Owner.
The Owner has requested that the Specified Notes be
transferred to a person (the "Transferee") who will take delivery in the form of
a Restricted Note. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, (i) the Owner is not a U.S.
Person (as defined in the Fourth Supplemental Indenture) and (ii) such transfer
is being effected in accordance with Rule 144A or Rule 144 under the
B-1
Securities Act and all applicable securities laws of the states of the United
States and other jurisdictions. Accordingly, the Owner hereby further certifies
as follows:
(1) Rule 144A Transfers. If the transfer is being
effected in accordance with Rule 144A:
(A) the Specified Notes are being transferred to
a person that the Owner and any person acting on its behalf
reasonably believe is a "qualified institutional buyer" within
the meaning of Rule 144A, acquiring for its own account or for
the account of a qualified institutional buyer; and
(B) the Owner and any person acting on its
behalf have taken reasonable steps to ensure that the
Transferee is aware that the Owner may be relying on Rule 144A
in connection with the transfer; and
(2) Rule 144 Transfers. If the transfer is being effected
pursuant to Rule 144:
(A) the transfer is occurring after a holding
period of at least one year (computed in accordance with
paragraph (d) of Rule 144) has elapsed since the Specified
Notes were last acquired from the Company or from an affiliate
of the Company, whichever is later, and is being effected in
accordance with the applicable amount, manner of sale and
notice requirements of Rule 144; or
(B) the transfer is occurring after a holding
period of at least two years has elapsed since the Specified
Notes were last acquired from the Company or from an affiliate
of the Company, whichever is later, and the Owner is not, and
during the preceding three months has not been, an affiliate
of the Company.
This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.
B-2
Dated:
(Print the name of the Undersigned, as
such term is defined in the second
paragraph of this certificate.)
By: _____________________________________
Name:
Title:
(If the Undersigned is a corporation,
partnership or fiduciary, the title of
the person signing on behalf of the
Undersigned must be stated.
B-3
ANNEX C -- Form of Unrestricted
Notes Certificate
UNRESTRICTED NOTES CERTIFICATE
Wachovia Bank, National Association
Attn: Corporate Trust Department
Re: 4.75% Notes due 2014 of Jefferson-Pilot
Corporation (the "Notes")
Reference is made to the Indenture, dated as of November 21,
1995, as amended and supplemented by the Fourth Supplemental Indenture (the
"Fourth Supplemental Indenture") dated as of January 27, 2004 (as so amended and
supplemented, the "Indenture"), each from Jefferson-Pilot Corporation (the
"Company"), to Wachovia Bank, National Association (formerly known as First
Union National Bank of North Carolina), as Trustee. Terms used herein and
defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.
This certificate relates to U.S. $_____________ principal
amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):
CUSIP No(s). [000000XX0] or [X00000XX0]
CERTIFICATE No(s). _____________________
The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Notes or (ii) it is acting on behalf of all the beneficial owners of
the Specified Notes and is duly authorized by them to do so. Such beneficial
owner or owners are referred to herein collectively as the "Owner". If the
Specified Notes are represented by a Global Note, they are held through the
Depository or an Agent Member in the name of the Undersigned, as or on behalf of
the Owner. If the Specified Notes are not represented by a Global Note, they are
registered in the name of the Undersigned, as or on behalf of the Owner.
The Owner has requested that the Specified Notes be exchanged
for Notes bearing no Securities Act Legend pursuant to Section 3.02 of the
Fourth Supplemental Indenture. In connection with such exchange, the Owner
hereby certifies that the exchange is occurring after a holding period of at
least two years (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the Specified Notes were last acquired from the Company or from an
affiliate of the Company, whichever is later,
C-1
and the Owner is not, and during the preceding three months has not been, an
affiliate of the Company. The Owner also acknowledges that any future transfers
of the Specified Notes must comply with all applicable securities laws of the
states of the United States and other jurisdictions.
This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the Initial Purchasers.
Dated:
______________________________________
(Print the name of the Undersigned, as
such term is defined in the second
paragraph of this certificate.)
By: __________________________________
Name:
Title:
(If the Undersigned is a corporation,
partnership or fiduciary, the
title of the person signing on
behalf of the Undersigned must
be stated.
C-2
SCHEDULE I
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS. THESE SECURITIES WILL NOT BE ACCEPTED FOR REGISTRATION OF
TRANSFER UNLESS THE REGISTRAR OR TRANSFER AGENT IS SATISFIED THAT THE
RESTRICTIONS ON TRANSFER SET FORTH ABOVE HAVE BEEN COMPLIED WITH.
JEFFERSON-PILOT CORPORATION
4.75% NOTES DUE 2014
REGISTERED CUSIP NO. _________
NO. ______ U.S. $___________
PRINCIPAL AMOUNT: $_____________
STATED MATURITY DATE: January 30, 2014.
ORIGINAL ISSUE DATE: January 27, 2004
INTEREST PAYMENT DATES: January 30 and July 30 of each year, commencing on
July 30, 2004.
INTEREST RATE: 4.75% per annum
DEPOSITORY: The Depository Trust Company
OTHER/ADDITIONAL TERMS
REDEMPTION:
The Company may redeem this Security, in whole or from time to time in
part at its option, upon giving not less than 30 days' nor more than 60 days'
notice to the Holder, for the Redemption Price.
REDEMPTION PRICE:
The greater of:
(1) 100% of the principal amount of this Security to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments
of principal and interest on this Security, or such portion of this Security, to
be redeemed (exclusive of interest accrued to the applicable redemption date)
discounted to the date of such redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points.
plus, in the case of both clause (1) and clause (2) above, accrued and unpaid
interest on the principal amount of this Security being redeemed to the
applicable redemption date. Notwithstanding the foregoing, payments of interest
on this Security that are due and payable on or prior to a date fixed for
redemption of such Security or a portion of such Security will be payable to the
Holder registered as such at the close of business on the relevant record dates,
according to the terms hereof and of the Indenture.
"Treasury Rate" means, with respect to any redemption date for the Security,
1. the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15 (519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities" for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Stated Maturity Date of this Security,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month), or
2
2. if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
3. The Treasury Rate shall be calculated on the third Business Day
preceding the applicable redemption date. As used in the immediately preceding
sentence and in the definition of "Reference Treasury Dealer Quotations" below,
the term "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law, regulation or executive order to close.
"Comparable Treasury Issue" means, with respect to any redemption date for this
Security or any portion hereof, the United States Treasury security selected by
the Independent Investment Banker as having a maturity comparable to the
remaining term of this Security to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Security to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date for the
Security or any portion hereof, (1) the average of four Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.
"Independent Investment Banker" means, with respect to any redemption date for
the Security or any portion hereof, Xxxxxx Xxxxxxx & Co. Incorporated and its
successors or, if such firm or its successors, if any, is unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Company.
"Reference Treasury Dealer" means, with respect to any redemption date for the
Security or any portion hereof, Xxxxxx Xxxxxxx & Co. Incorporated and its
successors (provided, however, that if it or any successor shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Trustee, after consultation with the Company, shall substitute
therefor another Primary Treasury Dealer), and two other Primary Treasury
Dealers selected by the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date for the Security or any portion hereof,
the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by that Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
that redemption date.
Unless the Company defaults in payment of the Redemption Price, on and after the
applicable redemption date interest will cease to accrue on the Security or
portions of the Security called for redemption on such redemption date.
3
JEFFERSON-PILOT CORPORATION, a corporation duly organized and existing
under the laws of the State of North Carolina (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the Principal Amount, or such other principal amount (which,
when taken together with the principal amounts of all other Outstanding
Securities, shall not exceed, at any time, $300,000,000 in the aggregate) as may
be set forth in the records of the Trustee hereinafter referred to in accordance
with the Indenture, on the Stated Maturity Date shown above and to pay interest
thereon from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, on each Interest
Payment Date commencing on July 30, 2004, and at the Maturity of the principal
hereof, at a rate per annum equal to the Interest Rate specified on the face
hereof until the principal hereof is paid or made available for payment.
The principal and interest on this Security is payable by the Company
in U.S. dollars.
Interest payments on this Security shall be the amount of interest
accrued from and including the Original Issue Date specified above or from and
including the last date to which interest has been paid or duly provided for, as
the case may be, to but excluding the following Interest Payment Date or the
date of Maturity. Interest on this Security will be computed on the basis of a
360-day year consisting of twelve 30-day months.
The interest so payable on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date immediately preceding such Interest Payment Date, and
interest payable upon the Maturity shall be paid to the Person to whom principal
is payable. "Regular Record Date" shall mean each January 15 and July 15.
Any interest not punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Security will be made
at the office or agency of the Paying Agent in the Borough of Manhattan, The
City of New York, New York, maintained for such purpose, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register; provided further that all payments of the principal and
interest on this Security, the Holder of which has given wire transfer
instructions to the Company or its agent at least 10 Business Days prior to the
applicable payment date will be required to be made by wire transfer of
immediately available funds to the accounts specified by such Holder in such
instructions. "Business Day" means any day other than a Saturday or Sunday that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in New York City.
The Company shall pay any administrative costs imposed by banks on
payors in making payments on this Security in immediately available funds and
the Holder of this Security will pay any administrative costs imposed by banks
on payees in connection with such payments. Any tax, assessment or governmental
charge imposed upon payments on this Security shall be borne by the Holder of
this Security.
4
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse thereof, or an Authenticating Agent, by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
[The holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated as of January 27, 2004, among the Company
and the other parties referred to therein.] *
--------
* Insert for Initial Notes only.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
DATED: ______________________
JEFFERSON-PILOT CORPORATION
By:
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
[SEAL]
Attest:
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President and Secretary
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee
By:
-------------------------------
Authorized Officer
WACHOVIA BANK, NATIONAL ASSOCIATION
as Authenticating Agent
By:
-------------------------------
Authorized Officer
7
[Reverse of Note]
General
This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of November 21, 1995, as supplemented by the Fourth
Supplemental Indenture, dated as of January 27, 2004 (as so supplemented, herein
called the "Indenture"), each between the Company and Wachovia Bank, National
Association (f/k/a First Union National Bank of North Carolina), 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 for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series of
the Securities designated on the face hereof of the Company.
The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of the beneficial
owners or their nominees.
Events of Default
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.
Modification and Waivers; Obligation of the Company Absolute
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 specified percentages 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.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
Defeasance and Covenant Defeasance
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness evidenced by this Security and (b) certain restrictive
covenants, in each case, upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Security.
8
Authorized Denominations
The Securities of this series are issuable only in registered form
without coupons in denominations of $100,000 and integral multiples of $1,000 in
excess thereof.
Registration of Transfer
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 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, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
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.
Defined Terms
All terms used in this Security not otherwise defined herein which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Governing Law
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
9
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -- _____________________ Custodian _____________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
____________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
the within Security of Jefferson-Pilot Corporation and all rights
thereunder and does hereby irrevocably constitute and appoint __________________
attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.
Dated: _____________________
__________________________
Signature Guaranteed: __________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.
10
