Exhibit 4.1





Exhibit 4.1



DUKE ENERGY CORPORATION


TO


THE
BANK OF NEW YORK TRUST COMPANY, N.A.


Trustee




 






Indenture


Dated as of June 3, 2008




 

















 





CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,

INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:




	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 	Indenture
	Act Section	 	 	 	 	Section
	Section 310	 	(a)(1)
	 	609
	 	 	 	 	(a)(2)
	 	609
	 	 	 	 	(a)(3)
	 	Not Applicable
	 	 	 	 	(a)(4)
	 	Not Applicable
	 	 	 	 	(b) 
	 	608
	 	 	 	 	 
	 	610
	Section 311	 	(a)
	 	613
	 	 	 	 	(b)
	 	613
	Section 312	 	(a)
	 	701
	 	 	 	 	 
	 	702
	 	 	 	 	(b) 
	 	702
	 	 	 	 	(c) 
	 	702
	Section 313	 	(a) 
	 	703
	 	 	 	 	(b) 
	 	703
	 	 	 	 	(c) 
	 	703
	 	 	 	 	(d) 
	 	703
	Section 314	 	(a) 
	 	704
	 	 	 	 	(a)(4) 
	 	101
	 	 	 	 	 
	 	1004
	 	 	 	 	(b) 
	 	Not Applicable
	 	 	 	 	(c)(1) 
	 	102
	 	 	 	 	(c)(2) 
	 	102
	 	 	 	 	(c)(3) 
	 	Not Applicable
	 	 	 	 	(d) 
	 	Not Applicable
	 	 	 	 	(e) 
	 	102
	Section 315	 	(a) 
	 	601
	 	 	 	 	(b) 
	 	602
	 	 	 	 	(c) 
	 	601
	 	 	 	 	(d) 
	 	601
	 	 	 	 	(e) 
	 	514
	Section 316	 	(a) 
	 	101
	 	 	 	 	(a)(1)(A) 
	 	502
	 	 	 	 	 
	 	512
	 	 	 	 	(a)(1)(B) 
	 	513
	 	 	 	 	(a)(2) 
	 	Not Applicable
	 	 	 	 	(b) 
	 	508
	 	 	 	 	(c) 
	 	104
	Section 317	 	(a)(1) 
	 	503
	 	 	 	 	(a)(2) 
	 	504
	 	 	 	 	(b) 
	 	1003
	Section 318	 	(a) 
	 	107








 




			
	Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.














 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Parties
	 	 	1	 
	Recitals of the Corporation
	 	 	1	 
	 
	 	 	 	 
	ARTICLE ONE

	 
	 	 	 	 
	Definitions and Other Provisions
of General Application

	 
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	Section 102. Compliance Certificates and Opinions
	 	 	5	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	6	 
	Section 104. Acts of Holders; Record Dates
	 	 	6	 
	Section 105. Notices, Etc., to Trustee and Corporation
	 	 	8	 
	Section 106. Notice to Holders; Waiver
	 	 	8	 
	Section 107. Conflict with Trust Indenture Act
	 	 	8	 
	Section 108. Effect of Headings and Table of Contents
	 	 	8	 
	Section 109. Successors and Assigns
	 	 	9	 
	Section 110. Separability Clause
	 	 	9	 
	Section 111. Benefits of Indenture
	 	 	9	 
	Section 112. Governing Law; Waiver of Trial by Jury
	 	 	9	 
	Section 113. Legal Holidays
	 	 	9	 
	 
	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 
	Security Forms

	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	9	 
	Section 202. Form of Face of Security
	 	 	10	 
	Section 203. Form of Reverse of Security
	 	 	11	 
	Section 204. Form of Legend for Global Securities
	 	 	13	 
	Section 205. Form of Trustee’s Certificate of Authentication
	 	 	14	 
	 
	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 
	The Securities

	 
	 	 	 	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	14	 
	Section 302. Denominations
	 	 	16	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	16	 
	Section 304. Temporary Securities
	 	 	18	 
	Section 305. Registration; Registration of Transfer and Exchange
	 	 	18	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	19	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	20	 
	Section 308. Persons Deemed Owners
	 	 	21	 
	Section 309. Cancellation
	 	 	21	 
	Section 310. Computation of Interest
	 	 	21	 
	Section 311. CUSIP Numbers
	 	 	21	 






i









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE FOUR

	 
	 	 	 	 
	Satisfaction and Discharge

	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	21	 
	Section 402. Application of Trust Money
	 	 	22	 
	 
	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 
	Remedies

	Section 501. Events of Default
	 	 	23	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	24	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	24	 
	Section 504. Trustee May File Proofs of Claim
	 	 	25	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	25	 
	Section 506. Application of Money Collected
	 	 	25	 
	Section 507. Limitation on Suits
	 	 	26	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	26	 
	Section 509. Restoration of Rights and Remedies
	 	 	26	 
	Section 510. Rights and Remedies Cumulative
	 	 	27	 
	Section 511. Delay or Omission Not Waiver
	 	 	27	 
	Section 512. Control by Holders
	 	 	27	 
	Section 513. Waiver of Past Defaults
	 	 	27	 
	Section 514. Undertaking for Costs
	 	 	27	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	28	 
	 
	 	 	 	 
	ARTICLE SIX

	 
	 	 	 	 
	The Trustee

	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	28	 
	Section 602. Notice of Defaults
	 	 	28	 
	Section 603. Certain Rights of Trustee
	 	 	28	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	29	 
	Section 605. May Hold Securities
	 	 	29	 
	Section 606. Money Held in Trust
	 	 	29	 
	Section 607. Compensation and Reimbursement
	 	 	29	 
	Section 608. Conflicting Interests
	 	 	30	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	30	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	30	 
	Section 611. Acceptance of Appointment by Successor
	 	 	31	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	32	 
	Section 613. Preferential Collection of Claims Against Corporation
	 	 	32	 
	Section 614. Appointment of Authenticating Agent
	 	 	32	 
	 
	 	 	 	 
	ARTICLE SEVEN

	 
	 	 	 	 
	Holders’ Lists and Reports by Trustee and Corporation

	 
	 	 	 	 
	Section 701. Corporation to Furnish Trustee Names and Addresses of Holders
	 	 	34	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	34	 
	Section 703. Reports by Trustee
	 	 	34	 
	Section 704. Reports by Corporation
	 	 	34	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE EIGHT

	 
	 	 	 	 
	Consolidation, Merger, Conveyance or Transfer

	 
	 	 	 	 
	Section 801. Corporation May Consolidate, Etc., on Certain Terms
	 	 	35	 
	Section 802. Successor Substituted
	 	 	35	 
	 
	 	 	 	 
	ARTICLE NINE

	 
	 	 	 	 
	Supplemental Indentures

	 
	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	35	 
	Section 902. Supplemental Indentures With Consent of Holders
	 	 	36	 
	Section 903. Execution of Supplemental Indentures
	 	 	37	 
	Section 904. Effect of Supplemental Indentures
	 	 	37	 
	Section 905. Conformity with Trust Indenture Act
	 	 	37	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	37	 
	 
	 	 	 	 
	ARTICLE TEN

	 
	 	 	 	 
	Covenants

	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest
	 	 	37	 
	Section 1002. Maintenance of Office or Agency
	 	 	37	 
	Section 1003. Money for Securities Payments to Be Held in Trust
	 	 	38	 
	Section 1004. Statement by Officers as to Default
	 	 	39	 
	Section 1005. Waiver of Certain Covenants
	 	 	39	 
	Section 1006. Calculation of Original Issue Discount
	 	 	39	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	 
	 	 	 	 
	Redemption of Securities

	 
	 	 	 	 
	Section 1101. Applicability of Article
	 	 	39	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	39	 
	Section 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	39	 
	Section 1104. Notice of Redemption
	 	 	40	 
	Section 1105. Securities Payable on Redemption Date
	 	 	41	 
	Section 1106. Securities Redeemed in Part
	 	 	41	 
	 
	 	 	 	 
	ARTICLE TWELVE

	 
	 	 	 	 
	Sinking Funds

	 
	 	 	 	 
	Section 1201. Applicability of Article
	 	 	41	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	42	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	42	 
	 
	 	 	 	 
	ARTICLE THIRTEEN

	 
	 	 	 	 
	Defeasance and Covenant Defeasance

	 
	 	 	 	 
	Section 1301. Applicability of Article
	 	 	42	 
	Section 1302. Defeasance and Discharge
	 	 	42	 
	Section 1303. Covenant Defeasance
	 	 	43	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	Section 1304. Conditions to Defeasance or Covenant Defeasance
	 	 	43	 
	Section 1305. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous
	 	 	44	 
	 
	 	 	 	 
	ARTICLE FOURTEEN

	 
	 	 	 	 
	Immunity of Incorporators, Stockholders, Officers and Directors

	 
	 	 	 	 
	Section 1401. Indenture and Securities Solely Corporate Obligations
	 	 	44	 
	 
	 	 	 	 
	ARTICLE FIFTEEN

	 
	 	 	 	 
	Subordination of Subordinated Securities

	 
	 	 	 	 
	Section 1501. Agreement to Subordinate
	 	 	45	 
	Section 1502. Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness
	 	 	45	 
	Section 1503. Payment Prior to Dissolution or Default
	 	 	47	 
	Section 1504. Securityholders Authorize Trustee to Effectuate Subordination of Securities
	 	 	47	 
	Section 1505. Right of Trustee to Hold Senior Indebtedness
	 	 	47	 
	Section 1506. Article 15 Not to Prevent Events of Default
	 	 	47	 
	Section 1507. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness
	 	 	47	 






iv









 






          INDENTURE dated as of June 3, 2008, between Duke Energy Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Corporation”),
having its principal office at 526 South Church Street, Charlotte, North Carolina 28202, and The
Bank of New York Trust Company, N.A., a national banking association, as Trustee (herein called the
“Trustee”).


RECITALS OF THE CORPORATION


          The Corporation has duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.




          All things necessary to make this Indenture a valid agreement of the Corporation, in
accordance with its terms, have been done.




          Now, Therefore, This Indenture Witnesseth:




          For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:




ARTICLE ONE




Definitions and Other Provisions

of General Application




          Section 101. Definitions




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:





          (1) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;




          (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




          (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as otherwise
herein expressly provided, the term “generally accepted accounting principles” with respect
to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted in the United States of America;




          (4) unless the context otherwise requires, any reference to an “Article” or a
“Section” refers to an Article or a Section, as the case may be, of this Indenture; and




          (5) the words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other subdivision.



          “Act,” when used with respect to any Holder, has the meaning specified in Section 104.




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of














 




such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.




          “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.




          “Board of Directors” means either the board of directors of the Corporation or any duly
authorized committee of that board.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.




          “Business Day,” when used with respect to any Place of Payment, means a day other than (i) a
Saturday or a Sunday, (ii) a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.




          “Commission” means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.




          “Corporation” means the Person named as the “Corporation” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Corporation” shall mean such successor Person.




          “Company Request” or “Company Order” means a written request or order signed in the name of
the Corporation by its Chairman of the Board, its President, a Vice President, its Treasurer, or an
Assistant Treasurer, and by its Secretary or an Assistant Secretary, and delivered to the Trustee.




          “Corporate Trust Office” means the office of the Trustee designated by the Trustee at which at
any particular time its corporate trust business shall be administered, which office at the date
hereof is located at 900 Ashford Parkway, Suite 425, Atlanta, Georgia 30338.




          “corporation” means a corporation, association, company, limited liability company,
joint-stock company or business trust.




          “Covenant Defeasance” has the meaning specified in Section 1303.




          “Defaulted Interest” has the meaning specified in Section 307.




          “Defeasance” has the meaning specified in Section 1302.




          “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 301.




          “Event of Default” has the meaning specified in Section 501.




          “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.




          “Expiration Date” has the meaning specified in Section 104.




          “Global Security” means a Security that evidences all or part of the Securities of any series
which is issued




2









 




to a Depositary or a nominee thereof for such series in accordance with Section 301(17).




          “Government Obligation” has the meaning specified in Section 1304.




          “Holder” means a Person in whose name a Security is registered in the Security Register.




          “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.




          “interest,” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.




          “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security.




          “Maturity,” when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.




          “Notice of Default” means a written notice of the kind specified in Section 501(4).




          “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President, a Vice President, the Treasurer, or an Assistant Treasurer, and by the Secretary or an
Assistant Secretary, of the Corporation, and delivered to the Trustee. One of the officers signing
an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial
or accounting officer of the Corporation.




          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Corporation, or other counsel who shall be reasonably acceptable to the Trustee.




          “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.




          “Outstanding,” when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except:





          (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




          (2) Securities for whose payment or redemption the necessary amount of money or
money’s worth has been theretofore deposited with the Trustee or any Paying Agent (other
than the Corporation) in trust or set aside and segregated in trust by the Corporation (if
the Corporation shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;




          (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and




          (4) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Corporation;




3











 




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security
which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security described in Clause
(A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by
the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or of
such other obligor, whether of record or beneficially, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Corporation or any other obligor upon the Securities or
any Affiliate of the Corporation or of such other obligor.




     “Paying Agent” means any Person authorized by the Corporation to pay the principal of or any
premium or interest on any Securities on behalf of the Corporation.



     “Periodic Offering” means an offering of Securities of a series from time to time the specific
terms of which Securities, including without limitation the rate or rates of interest or formula
for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities
thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Corporation upon the issuance of such Securities.



     “Person” means any individual, corporation, partnership, limited liability company or
corporation, joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 301.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture.



     “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 301.



     “Responsible Officer,” when used with respect to the Trustee, means an officer of the Trustee
in the Corporate Trust Office, having direct responsibility for the administration of this
Indenture, and also, with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular
subject.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any



4









 







Securities authenticated and delivered under this Indenture.



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



     “Senior Indebtedness” means all obligations or indebtedness of, or guaranteed or assumed by,
the Corporation, whether or not represented by bonds, debentures notes or similar instruments, for
borrowed money, and any amendments, renewals, extensions, modifications and refundings of any such
obligations or indebtedness, unless in the instrument creating or evidencing any such indebtedness
or obligations or pursuant to which the same is outstanding it is specifically stated, at or prior
to the time the Corporation becomes liable in respect thereof, that any such obligation or
indebtedness or such amendment, renewal, extension, modification and refunding thereof is not
Senior Indebtedness.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.



     “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the date on which the
principal of such Security or such installment of principal or interest is due and payable, in the
case of such principal, as such date may be advanced or extended as provided pursuant to the terms
of such Security and this Indenture.



     “Subordinated Security” means any security issued under this Indenture which is designated as
a Subordinated Security.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



     “Vice President,” when used with respect to the Corporation or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



     Section 102. Compliance Certificates and Opinions



     Upon any application or request by the Corporation to the Trustee to take any action under any
provision of this Indenture, the Corporation shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Corporation,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for Officers’ Certificates delivered under Section 1004) shall
include




     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the
statements or opinions contained in such certificate or opinion are based;



5









 






     (3) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



     Section 103. Form of Documents Delivered to Trustee



     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an officer of the Corporation may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an officer or officers
of the Corporation stating that the information with respect to such factual matters is in the
possession of the Corporation, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are
erroneous.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding,
if any such corrective document or instrument indicates that action has been taken by or at the
request of the Corporation which could not have been taken had the original document or instrument
not contained such error or omission, the action so taken shall not be invalidated or otherwise
rendered ineffective but shall be and remain in full force and effect, except to the extent that
such action was a result of willful misconduct or bad faith. Without limiting the generality of the
foregoing, any Securities issued under the authority of such defective document or instrument shall
nevertheless be the valid obligations of the Corporation entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities, except as aforesaid.



     Section 104. Acts of Holders; Record Dates



     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Corporation. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments. Proof of execution of any such instrument or of
a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Corporation, if made in the
manner provided in this Section.



6









 





     The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.



     The ownership of Securities shall be proved by the Security Register.



     Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the
Corporation in reliance thereon, whether or not notation of such action is made upon such Security.



     The Corporation may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series; provided that the
Corporation may not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or direction referred to
in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take or revoke the relevant action, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Corporation from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Corporation, at its own
expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section
512, in each case with respect to Securities of such series. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction or to
revoke the same, whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a
new record date for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with no action by any
Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Corporation’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date to be sent to the
Corporation in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 106.



     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is



7









 




given to the other party hereto in writing, and to
each Holder of Securities of the relevant series in the manner set forth in Section 106, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.




     Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.



     Section 105. Notices, Etc., to Trustee and Corporation



     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,




     (1) the Trustee by any Holder or by the Corporation shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at
its Corporate Trust Office, Attention: Corporate Finance, or




     (2) the Corporation by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Corporation addressed to it at the address of its
principal office specified in the first paragraph of this instrument, attention: Treasurer,
or at any other address previously furnished in writing to the Trustee by the Corporation.



     Section 106. Notice to Holders; Waiver



     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



     Section 107. Conflict with Trust Indenture Act



     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be.



     Section 108. Effect of Headings and Table of Contents



     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



8









 





     Section 109. Successors and Assigns



     All covenants and agreements in this Indenture by the Corporation shall bind its successors
and assigns, whether so expressed or not.



     Section 110. Separability Clause



     In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     Section 111. Benefits of Indenture



     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.



     Section 112. Governing Law; Waiver of Trial by Jury



     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of laws principles thereof.



     Each of the Corporation and the Trustee irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Indenture or the transactions contemplated hereby.



     Section 113. Legal Holidays



     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.



ARTICLE TWO




Security Forms




     Section 201. Forms Generally



     The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this 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 Depositary
therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by
their execution thereof. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.



     The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their



9









 




execution of such Securities.




     Section 202. Form of Face of Security



     [Insert any legend required by the Internal Revenue Code and the regulations thereunder.]



DUKE ENERGY CORPORATION




			
	                                        	 	 
	 	 	 
	No.
                    	 	 
	 
	 	$                    
	 
	 	CUSIP No.
                    






     Duke Energy Corporation, a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Corporation,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to     , or
registered assigns, the principal sum of Dollars on      [if the Security is to bear
interest prior to Maturity and interest payment periods are not extendable, insert—, and to pay
interest thereon from       or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, [insert—semi-annually, quarterly, monthly or other description of
the relevant payment period] on [       ,       ,] and       in each year, commencing       , at the rate
of       % per annum, until the principal hereof is paid or made available for payment [if applicable,
insert—, provided that any principal and premium, and any such installment of interest, which is
overdue shall bear interest at the rate of       % per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
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 for such interest,
which shall be the [      ] (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so 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 said Indenture].



     [If the Security is not to bear interest prior to Maturity, insert—The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of       % per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear
interest at the rate of      % per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so demanded is paid or
made available for payment. Interest on any overdue interest shall be payable on demand.]



     Payment of the principal of (and premium, if any) and [if applicable, insert—any such]
interest on this Security will be made at the office or agency of the Corporation maintained for
that purpose in       , 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 [if applicable, insert—; provided, however, that at the option of the
Corporation 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 or by wire transfer at such place and
to such account at a banking institution in the United States as may be designated in writing to
the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled
thereto].



10









 





     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 hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.


     IN WITNESS
WHEREOF, the Corporation has caused this instrument to be duly executed.



	 	 	 	 	 
	Dated:	 	Duke Energy Corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 





     Section 203. Form of Reverse of Security



     This Security is one of a duly authorized issue of securities of the Corporation (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of June 3, 2008 (herein called the “Indenture,” which term shall have the meaning assigned to it
in such instrument), between the Corporation and The Bank of New York Trust Company, N.A., as
Trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Corporation, the Trustee [if
applicable, insert, the holders of Senior Indebtedness] 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 designated on the face hereof [if applicable, insert—, [initially] limited in
aggregate principal amount to $       ].



     [If applicable, insert—The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable, insert—(1) on       in any year commencing with the
year            and ending with the year
through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert—on or after       ,       ], as a whole or in part, at the election of the Corporation, at
the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if
applicable, insert— on or before       ,       %, and if redeemed] during the 12-month period
beginning       of the years indicated,



	 	 	 	 	 	 	 
	YEAR	 	REDEMPTION PRICE	 	YEAR	 	REDEMPTION PRICE
	 
	 	 
	 	 
	 	 
	 




and thereafter at a Redemption Price equal to       % of the principal amount, together in the case of
any such redemption [if applicable, insert—(whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]




     [If applicable, insert—The Securities of this series are subject to redemption upon not less
than 30 days’
notice by mail, (1) on       in any year commencing with the year       and ending with the
year       through operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert—on or after       ], as a
whole or in part, at the election of the Corporation, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12- month period beginning       of
the years indicated,



11









 





	 	 	 	 	 
	 	 	Redemption Price for	 	Redemption Price for
	 	 	Redemption through	 	Redemption otherwise than
	 	 	Operation of the	 	through Operation
	Year	 	Sinking Fund	 	of the Sinking Fund
	 	 	 	 	 
	 




and thereafter at a Redemption Price equal to       % of the principal amount, together in the case of
any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]




     [If applicable, insert—Notwithstanding the foregoing, the Corporation may not, prior to      
        , redeem any Securities of this series as contemplated by [if applicable, insert—Clause (2) of]
the preceding paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost to the Corporation
(calculated in accordance with generally accepted financial practice) of less than      % per annum.]



     [If applicable, insert—The sinking fund for this series provides for the redemption on      
in each year beginning with the year       and ending with the year       of [if applicable,
insert—not less than $       (“mandatory sinking fund”) and not more than] $       aggregate
principal amount of Securities of this series. Securities of this series acquired or redeemed by
the Corporation otherwise than through [if applicable, insert—mandatory] sinking fund payments may
be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise
required to be made [if applicable, insert—, in the inverse order in which they become due].]



     [If the Security is subject to redemption of any kind, insert—In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



     [If applicable, insert—The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default
with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.]



     [If the Security is not an Original Issue Discount Security, insert—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.]



     [If the Security is an Original Issue Discount Security, insert—If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to [insert formula for determining the
amount]. Upon payment of (i) the amount of principal so declared due and payable and (ii) interest
on any overdue principal, premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Corporation’s obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities of this series
shall terminate.]



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Corporation and the rights of the Holders of
the Securities of all series affected under the Indenture at any time by the Corporation and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities of all
series at the time Outstanding affected thereby (voting as one class). The Indenture contains
provisions permitting the Holders of not less than a majority in principal amount of the Securities
of all series at the time Outstanding with respect to which a default under the Indenture shall
have



12









 




occurred and be continuing (voting as one class), on behalf of the Holders of the Securities
of all such series, to waive, with certain exceptions, such past default with respect to all such
series and its consequences. The Indenture also permits the Holders of not less than a majority in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Corporation with certain provisions of
the Indenture. 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 therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.




     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than a majority in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Corporation in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Corporation and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Corporation 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 Corporation, the
Trustee and any agent of the Corporation 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 Corporation, the Trustee nor any such agent shall be affected by notice to
the contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     Section 204. Form of Legend for Global Securities



     Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:



     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE




13











 




HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY 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 DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




     Section 205. Form of Trustee’s Certificate of Authentication



     The Trustee’s certificate of authentication shall be in substantially the following form:



     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A., 
     
as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






ARTICLE THREE




The Securities




     Section 301. Amount Unlimited; Issuable in Series



     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,




     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from Securities of any other series);




     (2) any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1106 and
except for any Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);




     (3) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest;




     (4) the date or dates on which the principal of any Securities of the series is
payable or the method by which such date shall be determined and the right, if any, to
shorten or extend the date on which the principal of any Securities of the series is payable
and the conditions to any such change;




     (5) the rate or rates at which any Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined; the date or dates from
which any such interest shall accrue; the Interest Payment Dates on which any such interest
shall be payable; the manner (if any) of determination of such Interest Payment Dates; and
the Regular Record Date, if any, for any such interest payable on any Interest Payment Date;



14









 






     (6) the right, if any, to extend the interest payment periods and the terms of such
extension or extensions;




     (7) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable and whether, if acceptable to the Trustee, any
principal of such Securities shall be payable without presentation or surrender thereof;




     (8) the period or periods within which, or the date or dates on which, the price or
prices at which and the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Corporation and, if other than by a
Board Resolution, the manner in which any election by the Corporation to redeem the
Securities shall be evidenced;




     (9) the obligation, if any, of the Corporation to redeem or purchase any Securities of
the series pursuant to any sinking fund, purchase fund or analogous provisions or at the
option of the Holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;




     (10) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be issuable;




     (11) if the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined;




     (12) if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose, including for
purposes of the definition of “Outstanding” in Section 101;




     (13) if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Corporation or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal of or any
premium or interest on such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be determined);




     (14) if other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502;




     (15) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as of any date
prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed
to be the principal amount shall be determined);




     (16) if either or both of Sections 1302 and 1303 do not apply to any Securities of the
series;




     (17) if applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective
Depositary or Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set forth
in Section 204 and any circumstances in addition to or in lieu of those



15









 






set forth in Clause
(2) of the last paragraph of Section 305 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;




     (18) any addition, modification or deletion of any Events of Default or covenants
provided with respect to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 502;




     (19) any addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series;




     (20) whether such Securities are Subordinated Securities and if so, the provisions for
such subordination if other than the provisions set forth in Article Fifteen; and




     (21) any other terms of the series.



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the
terms or the manner of determining the terms of the series.



     With respect to Securities of a series offered in a Periodic Offering, the Board Resolution
(or action taken pursuant thereto), Officers’ Certificate or supplemental indenture referred to
above may provide general terms or parameters for Securities of such series and provide either that
the specific terms of particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Corporation in accordance with other procedures
specified in a Company Order as contemplated by the third paragraph of Section 303.



     Notwithstanding Section 301(2) herein and unless otherwise expressly provided with respect to
a series of Securities, the aggregate principal amount of a series of Securities may be increased
and additional Securities of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased.



     Section 302. Denominations.



     The Securities of each series shall be issuable only in fully registered form without coupons
and only in such denominations as shall be specified as contemplated by Section 301. In the absence
of any such specified denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral multiple thereof.



     Section 303. Execution, Authentication, Delivery and Dating



     The Securities shall be executed on behalf of the Corporation by its Chairman of the Board,
its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers. The
signature of any of these officers on the Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Corporation shall bind the Corporation, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities.



16









 





     At any time and from time to time after the execution and delivery of this Indenture, the
Corporation may deliver Securities of any series executed by the Corporation to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities, provided, however, that in the case of Securities offered in a Periodic Offering,
the Trustee shall authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in
writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of such series. If the
form or terms of the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,




     (1) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;




     (2) if the terms of such Securities have been, or in the case of Securities of a
series offered in a Periodic Offering, will be, established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been, or in the case of
Securities of a series offered in a Periodic Offering, will be, established in conformity
with the provisions of this Indenture, subject, in the case of Securities of a series
offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and




     (3) that such Securities, when authenticated and delivered by the Trustee and issued
by the Corporation in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Corporation
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.



     If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



     With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Corporation of any of such Securities, the form and terms thereof
and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and the other documents delivered pursuant
to Sections 201 and 301 and this Section, as applicable, in connection with the first
authentication of Securities of such series.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Corporation, and the Corporation shall deliver such Security to the Trustee
for



17









 




cancellation as provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.




     Section 304. Temporary Securities



     Pending the preparation of definitive Securities of any series, the Corporation may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



     If temporary Securities of any series are issued, the Corporation will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary Securities of such series
at the office or agency of the Corporation in a Place of Payment for that series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefore
one or more definitive Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.



     Section 305. Registration; Registration of Transfer and Exchange



     The Corporation shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office or in any other office or agency of the Corporation in a
Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Corporation shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided.



     Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Corporation in a Place of Payment for that series, the Corporation shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Corporation, evidencing the same debt, and entitled to the same benefits
under this Indenture, as
the Securities surrendered upon such registration of transfer or exchange.



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Corporation or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Corporation may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer.



18









 





     If the Securities of any series (or of any series and specified tenor) are to be redeemed, the
Corporation shall not be required (A) to issue, register the transfer of or exchange any Securities
of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption and ending at the close of business on
the day of such mailing, or (B) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part.



     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:




     (1) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.




     (2) Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary has
notified the Corporation that it is unwilling or unable to continue as Depositary for such
Global Security and a successor Depositary has not been appointed by the Corporation within
90 days of receipt by the Corporation of such notification, (B) at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act at a time when the
Depositary is required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Corporation within 90 days after it became aware
of such cessation, or (C) there shall exist such circumstances, if any, in addition to or in
lieu of the foregoing as have been specified for this purpose as contemplated by Section
301. Notwithstanding the foregoing, the Corporation may at any time in its sole discretion
and subject to the procedures of the Depositary determine that Securities issued in the form
of a Global Security shall no longer be represented in whole or in part by such Global
Security, and the Trustee, upon receipt of a Company Order therefor, shall authenticate and
deliver definitive Securities in exchange in whole or in part for such Global Security.




     (3) Subject to Clause (2) above, any exchange or transfer of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in exchange for
or upon transfer of a Global Security or any portion thereof shall be registered in such
names as the Depositary for such Global Security shall direct.




     (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section, Section 304, 306, 906 or 1106 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a
nominee thereof.



     Section 306. Mutilated, Destroyed, Lost and Stolen Securities



     If any mutilated Security is surrendered to the Trustee, the Corporation shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Corporation and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
as may be required by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Corporation or the Trustee that such Security has been acquired by a
bona fide purchaser, the Corporation shall execute and the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Corporation in its discretion may, instead of issuing a new Security,
pay such Security.



19









 





     Upon the issuance of any new Security under this Section, the Corporation may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith. Every new Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional contractual obligation
of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



     Section 307. Payment of Interest; Interest Rights Preserved



     Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.



     Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any interest on any Security of any series 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 Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at its election in
each case, as provided in Clause (1) or (2) below:




     (1) The Corporation may elect to make payment of any Defaulted Interest to the Persons
in whose names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Corporation shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the same time the
Corporation 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 Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not 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 Corporation of such Special Record Date and, in the name and at
the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set
forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).




     (2) The Corporation may make payment of any Defaulted Interest on the Securities of
any series in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which such Securities may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Corporation to the Trustee
of the proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.



     Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



20









 





     Section 308. Persons Deemed Owners



     Prior to due presentment of a Security for registration of transfer, the Corporation, the
Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither the Corporation,
the Trustee nor any agent of the Corporation or the Trustee shall be affected by notice to the
contrary.



     Section 309. Cancellation.



     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Corporation may at
any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Corporation may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Corporation has not issued and sold, and
all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of as directed by a Company Order; provided, however, that the Trustee shall not be
required to destroy such cancelled Securities.



     Section 310. Computation of Interest



     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.



     Section 311. CUSIP Numbers



     The Corporation in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers.



ARTICLE FOUR




Satisfaction and Discharge




     Section 401. Satisfaction and Discharge of Indenture



     This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Corporation, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when



          (1) either





     (A) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Corporation and thereafter repaid to the Corporation or discharged from such trust,
as provided in Section 1003) have been delivered to the Trustee for cancellation; or



21









 






     (B) all such Securities not theretofore delivered to the Trustee for
cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one
year, or




     (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Corporation,




and the Corporation, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose (I)
money in an amount, (II) Government Obligations (as defined in Section 1304) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than the due date of any
payment, money in an amount, or (III) a combination thereof, sufficient, in the case
of (II) or (III), in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and
discharge, the entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal and any premium and interest to the date
of such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;




     (2) the Corporation has paid or caused to be paid all other sums payable hereunder by
the Corporation; and




     (3) the Corporation has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Corporation to the Trustee under Section 607, the obligations of the Corporation to any
Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.



     Section 402. Application of Trust Money



     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Corporation acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee. Moneys held pursuant to this Section for
the benefit of the Holders of Subordinated Securities shall not be subject to the subordination
provisions established with respect to such Securities pursuant to Section 301(20).



     The Corporation shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to Section 401 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Corporation from time to time upon Company Request any money or Government Obligations held by
it as provided in Section 401 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (in case
Government Obligations are held by the Trustee as provided in Section 401), are in excess of the
amount thereof which would then be required to be deposited to effect the



22









 




satisfaction and
discharge of this Indenture.




ARTICLE FIVE




Remedies




     Section 501. Events of Default



     “Event of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body),
unless it is inapplicable to a particular series or is specifically deleted or modified in the
Board Resolution (or action taken pursuant thereto), Officers’ Certificate or supplemental
indenture under which such series of Securities is issued or has been deleted or modified in an
indenture supplemental hereto:




     (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 60 days; provided,
however, that if the Corporation is permitted by the terms of the Securities of such series
to defer the payment in question, the date on which such payment is due and payable shall be
the date on which the Corporation is required to make payment following such deferral, if
such deferral has been elected pursuant to the terms of the Securities; or




     (2) default in the payment of the principal of or any premium on any Security of that
series at its Maturity; or




     (3) default in the making of any sinking fund payment, when and as due by the terms of
a Security of that series, and continuance of such default for a period of 60 days; or




     (4) default in the performance, or breach, of any covenant of the Corporation in this
Indenture (other than a covenant a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Corporation by the Trustee or to the Corporation
and the Trustee by the Holders of at least 33% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless
the Trustee, or the Trustee and the Holders of a principal amount of Securities of such
series not less than the principal amount of Securities the Holders of which gave such
notice, as the case may be, shall agree in writing to an extension of such period prior to
its expiration; provided, however, that the Trustee, or the Trustee and the Holders of such
principal amount of Securities of such series, as the case may be, shall be deemed to have
agreed to an extension of such period if corrective action is initiated by the Corporation
within such period and is being diligently pursued; or




     (5) the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Corporation in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Corporation a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Corporation under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Corporation or of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;
or




     (6) the
commencement by the Corporation of a voluntary case or proceeding under any
applicable


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 federal or state bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Corporation in an
involuntary case or proceeding under any applicable
 federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Corporation or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the authorization of any such action by
the Board of Directors; or




     (7) any other Event of Default provided with respect to Securities of that series.



     Section 502. Acceleration of Maturity; Rescission and Annulment



     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 33% in
principal amount of the Outstanding Securities of that series may declare the principal amount of
all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Event of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and
annulled, if




     (1) the Corporation has paid or deposited with the Trustee a sum sufficient to pay




     (A) all overdue interest on all Securities of that series,




     (B) the principal of (and premium, if any, on) any Securities of that series which
have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such Securities,




     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such Securities, and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel;



     and




     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due solely by
such declaration of acceleration, have been cured or waived as provided in Section 513.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee



     The Corporation covenants that if



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     (1) default is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 60 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


the Corporation will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



     Section 504. Trustee May File Proofs of Claim



     In case of any judicial proceeding relative to the Corporation (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors’ or other similar committee.



     Section 505. Trustee May Enforce Claims Without Possession of Securities



     All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.



     Section 506. Application of Money Collected



     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or any premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:




     First: To the payment of all amounts due the Trustee under Section 607;



25









 






     Second: Subject to the subordination terms established pursuant to Section 301(20), if
applicable, to the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and any premium and
interest, respectively; and




     Third: To the payment of the balance, if any, to the Corporation or any other Person
or Persons legally entitled thereto.



     Section 507. Limitation on Suits



     No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless




     (1) such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Securities of that series;




     (2) the Holders of not less than a majority in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;




     (3) such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;




     (4) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.




     Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.



     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.



     Section 509. Restoration of Rights and Remedies



     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Corporation, the Trustee and the Holders shall be
restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.



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     Section 510. Rights and Remedies Cumulative



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     Section 511. Delay or Omission Not Waiver



     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.



     Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.



     Section 512. Control by Holders.



     The Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided that




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture,




     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and




     (3) subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow
any such direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability.



     Section 513. Waiver of Past Defaults



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
all series with respect to which any default under the Indenture shall have occurred and be
continuing (voting as one class) may, on behalf of the Holders of all Securities of all such
series, waive such past default under the Indenture and its consequences, except a default




     (1) in the payment of the principal of or any premium or interest on any Security of
such series, or




     (2) in respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding Security of the
series affected.


Upon any such waiver, such default shall cease to exist and be deemed not to have occurred, and any
Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.




     Section 514. Undertaking for Costs



     In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the



27









 




manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Corporation or the Trustee.




     Section 515. Waiver of Stay or Extension Laws



     The Corporation covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Corporation (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that
it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law had been enacted.



ARTICLE SIX




The Trustee




     Section 601. Certain Duties and Responsibilities



     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.



     Section 602. Notice of Defaults



     If a default occurs hereunder with respect to Securities of any series, the Trustee shall give
the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



     Section 603. Certain Rights of Trustee



     Subject to the provisions of Section 601:




     (1) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;




     (2) any request or direction of the Corporation mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order or as otherwise expressly provided herein,
and any resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution;




     (3) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers’ Certificate;




28











 






     (4) the Trustee may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;




     (5) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;




     (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled, at reasonable
times previously notified to the Corporation, to examine the relevant books, records and
premises of the Corporation, personally or by agent or attorney;




     (7) the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;




     (8) in no event shall the Trustee be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if
the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action; and




     (9) in no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations under this Indenture arising out of or caused by,
directly or indirectly, forces
beyond its reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.



     Section 604. Not Responsible for Recitals or Issuance of Securities



     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the
Corporation of Securities or the proceeds thereof.



     Section 605. May Hold Securities.



     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Corporation, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 608 and 613, may otherwise deal with the Corporation with
the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.



     Section 606. Money Held in Trust



     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as
otherwise agreed in writing with the Corporation.



     Section 607. Compensation and Reimbursement



     The Corporation agrees



29









 






     (1) to pay to the Trustee from time to time such compensation as shall be agreed to in
writing between the Corporation and the Trustee for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence, willful
misconduct or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on its part, arising
out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties
hereunder.



     The Trustee shall have a lien prior to the Securities upon all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except
with respect to funds held in trust for the benefit of the Holders of particular Securities.



     Without limiting any rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section
501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or other similar law.



     The provisions of this Section shall survive the termination of this Indenture.



     Section 608. Conflicting Interests



     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one
series.



     Section 609. Corporate Trustee Required; Eligibility



     There shall at all times be a Trustee hereunder with respect to the Securities of each series,
which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or examining authority,
then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee with
respect to the Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.



     Section 610. Resignation and Removal; Appointment of Successor



     No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.



     The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Corporation. If the instrument of acceptance by a successor
Trustee required by Section 611



30









 







shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



     The Trustee may be removed at any time with respect to the Securities of any series by Act of
the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Corporation.



     If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request therefor
by the Corporation or by any Holder who has been a bona fide Holder of a Security for at
least six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Corporation or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


then, in any such case, (A) the Corporation by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.




     If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series,
the Corporation, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Corporation and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Corporation. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Corporation or the Holders and
accepted appointment in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.



     The Corporation shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



     Section 611. Acceptance of Appointment by Successor



     In case of the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver to the Corporation
and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Corporation or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and



31









 







deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Corporation, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Corporation or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.



     Upon request of any such successor Trustee, the Corporation shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in the first or second preceding paragraph, as the case
may be.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.



     Section 612. Merger, Conversion, Consolidation or Succession to Business



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
that such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.



     Section 613. Preferential Collection of Claims Against Corporation



     If and when the Trustee shall be or become a creditor of the Corporation (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Corporation (or any such other obligor).



     Section 614. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents acceptable to the Corporation with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference



32









 







shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Corporation and shall at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided that such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Corporation. The Trustee may at any time terminate the agency of an Authenticating Agent
by giving written notice thereof to such Authenticating Agent and to the Corporation. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Corporation and shall give notice of such appointment in the manner provided in Section 106 to all
Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.



     The Corporation agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



     If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A., as	 	 
	 	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

As Authenticating Agent
	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






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ARTICLE SEVEN




Holders’ Lists and Reports by Trustee and Corporation




     Section 701. Corporation to Furnish Trustee Names and Addresses of Holders



     The Corporation will furnish or cause to be furnished to the Trustee




     (1) 15 days after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities of each series
as of such Regular Record Date, and




     (2) at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Corporation of any such request, a list of similar form and content as of
a date not more than 15 days prior to the time such list is furnished;


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




     Section 702. Preservation of Information; Communications to Holders.



     The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of
Holders contained in the most recent list furnished to the Trustee as provided in Section 701
and the names and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt
of a new list so furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Corporation and
the Trustee that neither the Corporation nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.



     Section 703. Reports by Trustee



     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each October 1 following the date of this Indenture, deliver to
Holders a brief report, dated as of such October 1, which complies with the provisions of such
Section 313(a).



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the Commission and with
the Corporation. The Corporation will promptly notify the Trustee when any Securities are listed on
any stock exchange.



     Section 704. Reports by Corporation.



     The Corporation shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the
same is filed with the Commission.



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ARTICLE EIGHT




Consolidation, Merger, Conveyance or Transfer




     Section 801. Corporation May Consolidate, Etc., on Certain Terms



     Nothing contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Corporation with or into any other Person or Persons (whether or not
affiliated with the Corporation), or successive consolidations or mergers in which the Corporation
or its successor or successors shall be a party or parties, or shall prevent any conveyance or
transfer of the properties and assets of the Corporation as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Corporation) lawfully entitled to
acquire the same; provided, however, and the Corporation hereby covenants and agrees, that upon any
such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the
principal of and premium, if any, and interest on all of the Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Corporation, shall be expressly assumed, by indenture supplemental
hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by
the Person (if other than the Corporation) formed by such consolidation, or into which the
Corporation shall have been merged, or by the Person which shall have acquired such properties and
assets, and (ii) the Corporation shall deliver to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a
supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.



     Section 802. Successor Substituted



     Upon any consolidation of the Corporation with, or merger of the Corporation into, any other
Person or any conveyance or transfer of the properties and assets of the Corporation as an entirety
or substantially as an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Corporation is merged or to which such conveyance or transfer is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Corporation under this Indenture with the same effect as if such successor Person had been named as
the Corporation herein, and thereafter the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.



ARTICLE NINE




Supplemental Indentures




     Section 901. Supplemental Indentures Without Consent of Holders



     Without the consent of any Holders, the Corporation, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following
purposes:




     (1) to evidence the succession of another Person to the Corporation and the assumption
by any such successor of the covenants of the Corporation herein and in the Securities; or




     (2) to add to the covenants of the Corporation for the benefit of the Holders of all
or any series of Securities (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the
Corporation; or




     (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit
of less than all series



35









 







of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or




     (4) to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons, or to
facilitate the issuance of Securities in uncertificated form; or




     (5) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities; provided that any such addition, change or elimination
(A) shall neither (i) apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding; or




     (6) to secure the Securities; or




     (7) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or




     (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 611; or




     (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture; provided that such action
pursuant to this Clause (9) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.



     Section 902. Supplemental Indentures With Consent of Holders.



     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture (voting as one class),
by Act of said Holders delivered to the Corporation and the Trustee, the Corporation, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying
in any manner the rights of the Holders of Securities under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
502 or change the coin or currency in which any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or




     (3) modify any of the provisions of this Section, Section 513 or Section 1005, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1005, or the deletion



36









 







of this proviso, in accordance with the requirements of Sections 611 and 901(8).



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



     Section 903. Execution of Supplemental Indentures



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.



     Section 904. Effect of Supplemental Indentures



     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



     Section 905. Conformity with Trust Indenture Act



     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.



     Section 906. Reference in Securities to Supplemental Indentures



     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Corporation shall so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Corporation, to any such supplemental indenture may be prepared and
executed by the Corporation and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.



ARTICLE TEN




Covenants




     Section 1001. Payment of Principal, Premium and Interest



     The Corporation covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.



     Section 1002. Maintenance of Office or Agency



     The Corporation will maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Corporation in



37









 







respect of the Securities of that series and this
Indenture may be served. The Corporation will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Corporation
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Corporation hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.



     The Corporation may also from time to time designate one or more other offices or agencies
where the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Corporation of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for such purposes. The
Corporation will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.



     Section 1003. Money for Securities Payments to Be Held in Trust



     If the Corporation shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.



     Whenever the Corporation shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Corporation will promptly notify the Trustee of its action or failure so to act.



     The Corporation will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during
the continuance of any default by the Corporation (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series.



     The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge
of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust hereunder by the Corporation or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the
Corporation or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Corporation, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Corporation on Company Request, or (if then held by the Corporation)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Corporation for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Corporation as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the
Corporation cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Corporation.



38









 





     Section 1004. Statement by Officers as to Default.



     The Corporation will deliver to the Trustee, on or before October 15 of each calendar year or
on or before such other day in each calendar year as the Corporation and the Trustee may from time
to time agree upon, an Officers’ Certificate, stating whether or not to the best knowledge of the
signers thereof the Corporation is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Corporation shall be in default, specifying
all such defaults and the nature and status thereof of which they may have knowledge.



     Section 1005. Waiver of Certain Covenants.



     Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Corporation may, with respect to the Securities of any series, omit in any particular instance
to comply with any term, provision or condition set forth in any covenant provided pursuant to
Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such series if before the time
for such compliance the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Corporation and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



     Section 1006. Calculation of Original Issue Discount.



     The Corporation shall file with the Trustee promptly after the end of each calendar year a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods) accrued on Outstanding Securities as of the end of such year.



ARTICLE ELEVEN




Redemption of Securities




     Section 1101. Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for such Securities) in accordance with this Article.



     Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Corporation to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for such Securities. In
case of any redemption at the election of the Corporation, the Corporation shall, at least 45 days
prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount
of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (b) pursuant to an election of the Corporation which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the Corporation shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or
condition.



     Section 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular



39









 







Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal amount of any
Security of such series; provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such
Security. If less than all the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series and specified tenor not previously called for redemption
in accordance with the preceding sentence.



     The Trustee shall promptly notify the Corporation in writing of the Securities selected for
redemption as aforesaid and, in the case of any Securities selected for partial redemption as
aforesaid, the principal amount
thereof to be redeemed.



     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.



     Section 1104. Notice of Redemption.



     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:




     (1) the Redemption Date;




     (2) the Redemption Price or, if not then ascertainable, the manner of calculation
thereof;




     (3) if less than all the Outstanding Securities of any series and of a specified tenor
consisting of more than a single Security are to be redeemed, the identification (and, in
the case of partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding Securities of any
series and of a specified tenor consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed;




     (4) that on the Redemption Date the Redemption Price, together with accrued interest,
if any, to the Redemption Date, will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and after said
date;




     (5) the place or places where each such Security is to be surrendered for payment of
the Redemption Price and accrued interest, if any, unless it shall have been specified as
contemplated by Section 301 with respect to such Securities that such surrender shall not be
required;




     (6) that the redemption is for a sinking fund, if such is the case; and




     (7) such other matters as the Corporation shall deem desirable or appropriate.



     Unless otherwise specified with respect to any Securities in accordance with Section 301, with
respect to any redemption of Securities at the election of the Corporation, unless, upon the giving
of notice of such redemption, Defeasance shall have been effected with respect to such Securities
pursuant to Section 1302, such notice may state



40









 







that such redemption shall be conditional upon the
receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior to the date fixed
for such redemption, of money sufficient to pay the principal of and any premium and interest on
such Securities and that if such money shall not have been so received such notice shall be of no
force or effect and the Corporation shall not be required to redeem such Securities. In the event
that such notice of redemption contains such a condition and such money is not so received, the
redemption shall not be made and
within a reasonable time thereafter notice shall be given, in the manner in which the notice
of redemption was given, that such money was not so received and such redemption was not required
to be made, and the Trustee or Paying Agent(s) for the Securities otherwise to have been redeemed
shall promptly return to the Holders thereof any of such Securities which had been surrendered for
payment upon such redemption.



     Notice of redemption of Securities to be redeemed at the election of the Corporation, and any
notice of non-satisfaction of redemption as aforesaid, shall be given by the Corporation or, at the
Corporation’s request, by the Trustee in the name and at the expense of the Corporation. Subject to
the preceding paragraph, any such notice of redemption shall be irrevocable.



     Section 1105. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption, the Corporation
shall default in the payment of the Redemption Price and accrued interest, if any) such Securities
or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security or portion thereof shall be paid by the Corporation at the Redemption Price, together with accrued interest, if any,
to the Redemption Date; provided, however, that no such surrender shall be a condition to such
payment if so specified as contemplated by Section 301 with respect to such Security, and provided
further that, unless otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.



     Section 1106. Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Corporation or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Corporation and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Corporation shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.



ARTICLE TWELVE




Sinking Funds




     Section 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 301 for such
Securities.



     The minimum amount of any sinking fund payment provided for by the terms of any Securities is
herein



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referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.



     Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Corporation (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Corporation pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the
Securities to be so credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.



     Section 1203. Redemption of Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any Securities, the
Corporation will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and
stating the basis for such credit and that such Securities have not been previously so credited and
will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to
each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Corporation in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1105 and 1106.



ARTICLE THIRTEEN




Defeasance and Covenant Defeasance




     Section 1301. Applicability of Article.



     Unless, pursuant to Section 301, provision is made that either or both of (a) defeasance of
any Securities or any series of Securities under Section 1302 and (b) covenant defeasance of any
Securities or any series of Securities under Section 1303 shall not apply to such Securities of a
series, then the provisions of either or both of Sections 1302 and Section 1303, as the case may
be, together with Sections 1304 and 1305, shall be applicable to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article.



     Section 1302. Defeasance and Discharge.



     The Corporation may cause itself to be discharged from its obligations with respect to any
Securities or any series of Securities on and after the date the conditions set forth in Section
1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that
the Corporation shall be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the
Corporation, shall execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders
of such Securities to receive, solely



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from the trust fund described in Section 1304 and as more
fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when payments are due, (2) the
Corporation’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and
1003 and with respect to the Trustee under Section 607, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article,
Defeasance with respect to any Securities or any series of Securities by the Corporation is
permitted under this Section 1302 notwithstanding the prior exercise by the Corporation of its
rights under Section 1303 with respect to such Securities. Following a Defeasance, payment of such
Securities may not be accelerated because of an Event of Default.



     Section 1303. Covenant Defeasance.



     The Corporation may cause itself to be released from its obligations under any covenants
provided pursuant to Section 301(19), 901(2), 901(6) or 901(7) with respect to any Securities or
any series of Securities for the benefit of the Holders of such Securities and the occurrence of
any event specified in Section 501(4) (with respect to any such covenants provided pursuant to
Section 301(19), 901(2), 901(6) or 901(7)) or 501(7) shall be deemed not to be or result in an
Event of Default with respect to such Securities as provided in this Section, in each case on and
after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Corporation may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.



     Section 1304. Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions to the application of Section 1302 or Section 1303 to
any Securities or any series of Securities, as the case may be:




     (1) The Corporation shall irrevocably have deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities, (A) money in an amount, or (B) Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities or on any Redemption Date established
pursuant to Clause (3) below, in accordance with the terms of this Indenture and such
Securities. As used herein, “Government Obligation” means (x) any security which is (i) a
direct obligation of the United States of America or the government which issued the foreign
currency in which such Securities are payable, for the payment of which its full faith and
credit is pledged or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America or such government which
issued the foreign currency in which such Securities are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America or such other government, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation which is specified in clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Government Obligation or the specific payment of
principal or interest evidenced by such depositary receipt.




     (2) No event which is, or after notice or lapse of time or both would become, an Event
of Default



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with respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event specified in
Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until after
such 90th day).




     (3) If the Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such redemption shall have
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
shall have been made.




     (4) The Corporation shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.



     Section 1305. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.



     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1304 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Corporation acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law. Moneys and Government Obligations (and the
proceeds thereof) held pursuant to this Section for the benefit of the Holders of Subordinated
Securities shall not be subject to the subordination provisions established with respect to such
Securities pursuant to Section 301(20).



     The Corporation shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Corporation from time to time upon Company Request any money or Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.



ARTICLE FOURTEEN




Immunity of Incorporators, Stockholders, Officers and Directors




     Section 1401. Indenture and Securities Solely Corporate Obligations.



     No recourse for the payment of the principal of or any premium or interest on any Security, or
for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Corporation in this Indenture or in any supplemental
indenture, or in any Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as such, past, present or
future, of the Corporation or of any successor corporation, either directly or through the
Corporation or any successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that all such liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture
and the issue of the Securities.



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ARTICLE FIFTEEN




Subordination of Subordinated Securities




     Section 1501. Agreement to Subordinate.



     The Corporation covenants and agrees, and each Holder of any Subordinated Security issued
hereunder by his acceptance thereof, whether upon original issue or upon transfer or assignment,
likewise covenants and agrees, that the principal of (and premium, if any) and interest on each and
all of the Subordinated Securities issued hereunder are hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of
all Senior Indebtedness.



     Section 1502. Payment on Dissolution, Liquidation or Reorganization; Default on Senior
Indebtedness.



     Upon any payment or distribution of assets or securities of the Corporation of any kind or
character, whether in cash, property or securities, upon any dissolution or winding up or total or
partial liquidation or reorganization of the Corporation, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other similar proceedings, or upon any assignment for the
benefit of creditors or any other marshalling of the assets and liabilities of the Corporation or
otherwise, all principal of (and premium, if any) and interest then due upon all Senior
Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s
worth, before the Holders of the Subordinated Securities or the Trustee on their behalf shall be
entitled to receive any assets or securities (other than shares of stock of the Corporation as
reorganized or readjusted or securities of the Corporation or any other corporation provided for by
a plan of reorganization or readjustment, junior to, or the payment of which is subordinated at
least to the extent provided in this Article to the payment of, all Senior Indebtedness which may
at the time be outstanding or any securities issued in respect thereof under any such plan of
reorganization or readjustment) in respect of the Subordinated Securities (for principal, premium
or interest). Upon any such dissolution or winding up or liquidation or reorganization, any payment
or distribution of assets or securities of the Corporation of any kind or character, whether in
cash, property or securities (other than as aforesaid), to which the Holders of the Subordinated
Securities or the Trustee on their behalf would be entitled, except for the provisions of this
Article, shall be made by the Corporation or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, direct to the holders of Senior
Indebtedness or their representatives to the extent necessary to pay all Senior Indebtedness in
full, in money or money’s worth, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing, the
Trustee or the Holder of any Subordinated Security shall, under the circumstances described in the
two preceding sentences, have received any payment or distribution of assets or securities of the
Corporation of any kind or character, whether in cash, property or securities (other than as
aforesaid) before all Senior Indebtedness is paid in full or payment thereof provided for in money
or money’s worth, and if such fact shall then have been made known to the Trustee or, as the case
may be, such Holder, then such payment or distribution of assets or securities of the Corporation
shall be paid over or delivered forthwith to the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making payment or distribution of assets or securities of the
Corporation for application to the payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all Senior Indebtedness in full, in money or money’s worth, after giving
effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.



     Subject to the payment in full, in money or money’s worth, of all Senior Indebtedness, the
Holders of the Subordinated Securities (together with the holders of any indebtedness of the
Corporation which is subordinate in right of payment to the payment in full of all Senior
Indebtedness and which is not subordinate in right of payment to the Subordinated Securities) shall
be subrogated to the rights of the holders of Senior Indebtedness to receive payments or
distribution of assets or securities of the Corporation applicable to Senior Indebtedness until the
principal of (and premium, if any) and interest on the Senior Indebtedness shall be paid in full.
No such payments or
distributions applicable to Senior Indebtedness shall, as between the Corporation, its creditors
other than the holders of Senior Indebtedness, and the Holders of the Subordinated Securities, be
deemed to be a payment by the Corporation to or on account of the Subordinated Securities, it being
understood that the provisions of this Article



45









 







are and are intended solely for the purpose of
defining the relative rights of the Holders of the Subordinated Securities, on the one hand, and
the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair, as
between the Corporation and the Holders of Subordinated Securities, the obligation of the
Corporation, which is unconditional and absolute, to pay to the Holders of the Subordinated
Securities the principal of (and premium, if any) and interest on the Subordinated Securities as
and when the same shall become due and payable in accordance with their terms, or to affect (except
to the extent specifically provided above in this paragraph) the relative rights of the Holders of
the Subordinated Securities and creditors of the Corporation other than the holders of Senior
Indebtedness. Nothing contained herein shall prevent the Trustee or the Holder of any Subordinated
Security from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness
in respect of assets or securities of the Corporation of any kind or character, whether cash,
property or securities, received upon the exercise of any such remedy.



     Upon any payment or distribution of assets or securities of the Corporation referred to in
this Article, the Trustee and the Holders of the Subordinated Securities shall be entitled to rely
upon any order or decree of a court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or
distribution, delivered to the Trustee or to the Holders of the Subordinated Securities for the
purpose of ascertaining the persons entitled to participate in such distribution, the holders of
Senior Indebtedness and other indebtedness of the Corporation, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.



     If:



     (i) there shall have occurred a default in the payment on account of the
principal of (or premium, if any) or interest on or other monetary amounts due and payable on any
Senior Indebtedness, or



     (ii) any other default shall have occurred concerning any Senior Indebtedness which permits
the holder or holders thereof to accelerate the maturity of such Senior Indebtedness following
notice, the lapse of time, or both, or



     (iii) during any time Senior Indebtedness is outstanding, the principal of, and accrued
interest on, any series of Subordinated Securities shall have been declared due and payable upon an
Event of Default pursuant to Section 502 hereof (and such declaration shall not have been rescinded
or annulled pursuant to this Indenture);


then, unless and until such default shall have been cured or waived or shall have ceased to exist,
or such declaration shall have been waived, rescinded or annulled, no payment shall be made by the
Corporation on account of the principal (or premium, if any) or interest on the Subordinated
Securities.




     The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a representative of such holder or a
trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may
have been issued) to establish that such notice has been given by a holder of such Senior
Indebtedness or such representative or trustee on behalf of such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Fifteen, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the right of such Person under this Article Fifteen, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment or distribution.



46









 





     Section 1503. Payment Prior to Dissolution or Default.



     Nothing contained in this Article or elsewhere in this Indenture, or in any of the
Subordinated Securities, shall prevent (a) the Corporation, at any time except under the conditions
described in Section 1502 or during the pendency of any dissolution or winding up or total or
partial liquidation or reorganization proceedings therein referred to, from making payments at any
time of principal of (or premium, if any) or interest on Subordinated Securities or from depositing
with the Trustee or any Paying Agent moneys for such payments, or (b) the application by the
Trustee or any Paying Agent of any moneys deposited with it under this Indenture to the payment of
or on account of the principal of (or premium, if any) or interest on Subordinated Securities to
the Holders entitled thereto if such payment would not have been prohibited by the provisions of
Section 1502 on the day such moneys were so deposited.



     Notwithstanding the provisions of Section 1501 or any other provision of this Indenture, the
Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Senior
Indebtedness, or of the occurrence of any default with respect to Senior Indebtedness of the
character described in Section 1502, or of any other facts which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee shall
have received, no later than three Business Days prior to such payment, written notice thereof from
the Corporation or from a holder of such Senior Indebtedness and the Trustee shallnot be affected
by any such notice which may be received by it on or after such third Business Day.



     Section 1504. Securityholders Authorize Trustee to Effectuate Subordination of Securities.



     Each Holder of Subordinated Securities by his or her acceptance thereof authorizes and
expressly directs the Trustee on his or her behalf to take such action in accordance with the terms
of this Indenture as may be necessary or appropriate to effectuate the subordination provisions
contained in this Article Fifteen and to protect the rights of the Holders of Subordinated
Securities pursuant to this Indenture, and appoints the Trustee his or her attorney-in-fact for
such purpose.



     Section 1505. Right of Trustee to Hold Senior Indebtedness.



     The Trustee shall be entitled to all of the rights set forth in this Article Fifteen in
respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any
of its rights as such holder.



     Section 1506. Article Fifteen Not to Prevent Events of Default.



     The failure to make a payment on account of principal of, premium, if any, or interest on the
Subordinated Securities by reason of any provision of this Article Fifteen shall not be construed
as preventing the occurrence of an Event of Default under Section 501 or an event which with the
giving of notice or lapse of time, or both, would become an Event of Default or in any way prevent
the Holders of Subordinated Securities from exercising any right hereunder other than the right to
receive payment on the Subordinated Securities.



     Section 1507. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.



     The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct,
bad faith or negligence) if it shall in good faith mistakenly pay over or distribute to the Holders
of Subordinated Securities or the Corporation or any other Person, cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this Article Fifteen or
otherwise. Nothing in this Section 1507 shall affect the obligation of any other such Person to
hold such payment for the benefit of, and to pay such payment over to, the holders of Senior
Indebtedness or their representative. Nothing in this Article Fifteen shall apply to amounts due
the Trustee pursuant to Section 607 or any
other Section of this Indenture.



     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 Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	Duke Energy Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
Name:
Title:	 	/s/ Stephen G. De May
 

Stephen G. De May
Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A., as	 	 
	 	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
Name:
Title:	 	/s/ Van K. Brown
 

Van K. Brown
Vice President	 	 







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