EXHIBIT
      4.3

    


    FORM
      OF INDENTURE FOR DEBT SECURITIES BETWEEN BRIDGE CAPITAL HOLDINGS AND [A TRUSTEE
      TO BE NAMED]

    


    


    


    BRIDGE
      CAPITAL HOLDINGS

    


    Issuer

    


    To

    


    [___________TRUSTEE__________]

    


    Trustee

    


    


    ---------------------

    


    


    INDENTURE

    


    Dated
      as
      of _________, 2007

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    BRIDGE
      CAPITAL HOLDINGS

    Reconciliation
      and tie between Trust Indenture Act of 1939 and

    Indenture,
      dated as of _________, 2007

    


    Trust
      Indenture

    Act
      Section Indenture Section

    


    ss.310(a)(1)
      ...................................  609

    (a)(2)
      ...................................  609

    (a)(3)
      ...................................  Not
      Applicable

    (a)(4)
      ...................................  Not
      Applicable

    (b)
      .......................................  608,
      610

    ss.311(a)
      ........................................  613(a)

    (b)
      ......................................  613(b)

    (b)(2)
      .................................  703(a)(2),
      703(b)

    ss.312(a)
      .......................................  701,
      702(a)

    (b)
      .....................................  702(b)

    (c)
      .....................................  702(c)

    ss.313(a)
      ......................................  703(a)

    (b)
      ....................................  703(b)

    (c)
      ....................................  703(a),
      703(b)

    (d)
      ....................................  703(c)

    ss.314(a)
      .....................................  704

    (b)
      ...................................  Not
      Applicable

    (c)(1)
      ...............................  102

    (c)(2)
      ...............................  102

    (c)(3)
      ................................ Not
      Applicable

    (d)
      ...................................  Not
      Applicable

    (e)
      ...................................  102

    ss.315(a)
      ....................................  601(a)

    (b)
      ...................................  602,
      703(a)(6)

    (c)
      ...................................  601(b)

    (d)
      ...................................  601(c)

    (d)(1)
      ..............................  601(c)(1)

    (d)(2)
      ..............................  601(c)(2)

    (d)(3)
      ..............................  601(c)(3)

    (e)
      ...................................  514

    ss.316(a)
      ....................................  101

    (a)(1)(A)
      ........................  502,
      512

    (a)(1)(B)
      .........................  513

    (a)(2)
      ...............................  Not
      Applicable

    (b)
      ...................................  508

    ss.317(a)(1)
      ................................  503

    (a)(2)
      ...............................  504

    (b)
      ...................................  1003

    ss.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

    _____________________________________

     

    

      
        	 	
                     

              	
                ARTICLE
                  ONE

              	
                     

              	 
	 	 	
                Definitions
                  and Other Provisions of General Application

              	 	 
	 	 	 	 	 
	
                Section
                  101.

              	 	
                Definitions
                  

              	 	
                1

              
	
                Section
                  102.

              	 	
                Compliance
                  Certificates and Opinions 

              	 	
                6

              
	
                Section
                  103.

              	 	
                Form
                  of Documents Delivered to Trustee 

              	 	
                7

              
	
                Section
                  104.

              	 	
                Acts
                  of Holders

              	 	
                7

              
	
                Section
                  105.

              	 	
                Notices,
                  Etc., to Trustee or Company 

              	 	
                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

              	 	
                9

              
	
                Section
                  109.

              	 	
                Successors
                  and Assigns 

              	 	
                9

              
	
                Section
                  110.

              	 	
                Separability
                  Clause 

              	 	
                9

              
	
                Section
                  111.

              	 	
                Benefits
                  of Indenture

              	 	
                9

              
	
                Section
                  112.

              	 	
                Governing
                  Law 

              	 	
                9

              
	
                Section
                  113.

              	 	
                Legal
                  Holidays

              	 	
                9

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  TWO

              	 	 
	 	 	
                Security
                  Forms

              	 	 
	 	 	 	 	 
	
                Section
                  201.

              	 	
                Forms
                  Generally

              	 	
                10

              
	
                Section
                  202.

              	 	
                Form
                  of Face of Security

              	 	
                10

              
	
                Section
                  203.

              	 	
                Form
                  of Reverse of Security

              	 	
                11

              
	
                Section
                  204.

              	 	
                Additional
                  Provisions Required in Global Security

              	 	
                15

              
	
                Section
                  205.

              	 	
                Form
                  of Trustee’s Certificate of Authentication

              	 	
                15

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  THREE

              	 	 
	 	 	
                The
                  Securities

              	 	 
	 	 	 	 	 
	
                Section
                  301.

              	 	
                Amount
                  Unlimited; Issuable in Series 

              	 	
                16

              
	
                Section
                  302.

              	 	
                Denominations
                  

              	 	
                18

              
	
                Section
                  303.

              	 	
                Execution,
                  Authentication, Delivery and Dating

              	 	
                18

              
	
                Section
                  304.

              	 	
                Temporary
                  Securities 

              	 	
                20

              
	
                Section
                  305.

              	 	
                Registration,
                  Registration of Transfer and Exchange

              	 	
                20

              
	
                Section
                  306.

              	 	
                Mutilated,
                  Destroyed, Lost and Stolen Securities

              	 	
                21

              
	
                Section
                  307.

              	 	
                Payment
                  of Interest; Interest Rights Reserved 

              	 	
                22

              
	
                Section
                  308.

              	 	
                Persons
                  Deemed Owners

              	 	
                23

              
	
                Section
                  309.

              	 	
                Cancellation
                  

              	 	
                24

              
	
                Section
                  310.

              	 	
                Computation
                  of Interest 

              	 	
                24

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	
                ARTICLE
                  FOUR

              	 	 
	 	 	
                Satisfaction
                  and Discharge

              	 	 
	 	 	 	 	 
	
                Section
                  401.

              	 	
                Satisfaction
                  and Discharge of Indenture 

              	 	
                25

              
	
                Section
                  402.

              	 	
                Application
                  of Trust Money

              	 	
                26

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  FIVE

              	 	 
	 	 	
                Remedies

              	 	 
	 	 	 	 	 
	
                Section
                  501.

              	 	
                Events
                  of Default 

              	 	
                26

              
	
                Section
                  502.

              	 	
                Acceleration
                  of Maturity; Rescission and Annulment 

              	 	
                27

              
	
                Section
                  503.

              	 	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee 

              	 	
                29

              
	
                Section
                  504.

              	 	
                Trustee
                  May File Proofs of Claim 

              	 	
                29

              
	
                Section
                  505.

              	 	
                Trustee
                  May Enforce Claims Without Possession of Securities 

              	 	
                30

              
	
                Section
                  506.

              	 	
                Application
                  of Money Collected 

              	 	
                30

              
	
                Section
                  507.

              	 	
                Limitation
                  on Suits 

              	 	
                30

              
	
                Section
                  508.

              	 	
                Unconditional
                  Right of Holders to Receive Principal, Premium and Interest
                  

              	 	
                31

              
	
                Section
                  509.

              	 	
                Restoration
                  of Rights and Remedies 

              	 	
                31

              
	
                Section
                  510.

              	 	
                Rights
                  and Remedies Cumulative 

              	 	
                31

              
	
                Section
                  511.

              	 	
                Delay
                  or Omission Not Waiver 

              	 	
                31

              
	
                Section
                  512.

              	 	
                Control
                  by Holders 

              	 	
                32

              
	
                Section
                  513.

              	 	
                Waiver
                  of Past Defaults

              	 	
                32

              
	
                Section
                  514.

              	 	
                Undertaking
                  for Costs 

              	 	
                33

              
	
                Section
                  515.

              	 	
                Waiver
                  of Stay or Extension Laws 

              	 	
                33

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  SIX

              	 	 
	 	 	
                The
                  Trustee

              	 	 
	 	 	 	 	 
	
                Section
                  601.

              	 	
                Certain
                  Duties and Responsibilities 

              	 	
                33

              
	
                Section
                  602.

              	 	
                Notice
                  of Defaults 

              	 	
                34

              
	
                Section
                  603.

              	 	
                Certain
                  Rights of Trustee 

              	 	
                35

              
	
                Section
                  604.

              	 	
                Not
                  Responsible for Recitals or Issuance of Securities 

              	 	
                36

              
	
                Section
                  605.

              	 	
                May
                  Hold Securities

              	 	
                36

              
	
                Section
                  606.

              	 	
                Money
                  Held in Trust 

              	 	
                36

              
	
                Section
                  607.

              	 	
                Compensation
                  and Reimbursement 

              	 	
                36

              
	
                Section
                  608.

              	 	
                Disqualification;
                  Conflicting Interests 

              	 	
                37

              
	
                Section
                  609.

              	 	
                Corporate
                  Trustee Required; Eligibility

              	 	
                37

              
	
                Section
                  610.

              	 	
                Resignation
                  and Removal; Appointment of Successor 

              	 	
                37

              
	
                Section
                  611.

              	 	
                Acceptance
                  of Appointment by Successor 

              	 	
                38

              
	
                Section
                  612.

              	 	
                Merger,
                  Conversion, Consolidation or Succession to Business 

              	 	
                39

              
	
                Section
                  613.

              	 	
                Preferential
                  Collection of Claims 

              	 	
                40

              
	
                Section
                  614.

              	 	
                Appointment
                  of Authenticating Agent 

              	 	
                40

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  SEVEN

              	 	 
	 	 	
                Holders’
                  Lists and Reports by Trustee and Company

              	 	 
	 	 	 	 	 
	
                Section
                  701.

              	 	
                Company
                  to Furnish Trustee Names and Addresses of Holders

              	 	
                42

              
	
                Section
                  702.

              	 	
                Preservation
                  of Information; Communications to Holders 

              	 	
                42

              
	
                Section
                  703.

              	 	
                Reports
                  by Trustee 

              	 	
                42

              
	
                Section
                  704.

              	 	
                Reports
                  by Company 

              	 	
                43

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	
                ARTICLE
                  EIGHT

              	 	 
	 	 	
                Consolidation,
                  Merger, Conveyance or Transfer

              	 	 
	 	 	 	 	 
	
                Section
                  801.

              	 	
                Company
                  May Consolidate, Etc., Only on Certain Terms 

              	 	
                43

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  NINE

              	 	 
	 	 	
                Supplemental
                  Indentures

              	 	 
	 	 	 	 	 
	
                Section 901.

              	 	
                Supplemental
                  Indentures Without Consent of Holders.

              	 	
                44

              
	
                Section
                  902.

              	 	
                Supplemental
                  Indentures with Consent of Holders

              	 	
                45

              
	
                Section
                  903.

              	 	
                Execution
                  of Supplemental Indentures 

              	 	
                46

              
	
                Section
                  904.

              	 	
                Effect
                  of Supplemental Indentures

              	 	
                46

              
	
                Section
                  905.

              	 	
                Conformity
                  with Trust Indenture Act

              	 	
                46

              
	
                Section
                  906.

              	 	
                Reference
                  in Securities to Supplemental Indentures

              	 	
                46

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  TEN

              	 	 
	 	 	
                Covenants

              	 	 
	 	 	 	 	 
	
                Section 1001.

              	 	
                Payment
                  of Principal, Premium and Interest 

              	 	
                46

              
	
                Section
                  1002.

              	 	
                Maintenance
                  of Office or Agency

              	 	
                46

              
	
                Section
                  1003.

              	 	
                Money
                  for Securities Payments to Be Held in Trust

              	 	
                47

              
	
                Section
                  1004.

              	 	
                Statement
                  by Officers as to Default 

              	 	
                48

              
	
                Section
                  1005

              	 	
                Maintenance
                  of Properties

              	 	
                48

              
	
                Section
                  1006

              	 	
                Payment
                  and Taxes and Claims

              	 	
                48

              
	
                Section
                  1007

              	 	
                Corporate
                  Existence, Etc.

              	 	
                49

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  ELEVEN

              	 	 
	 	 	
                Redemption
                  of Securities

              	 	 
	 	 	 	 	 
	
                Section
                  1101.

              	 	
                Applicability
                  of Article 

              	 	
                49

              
	
                Section
                  1102.

              	 	
                Election
                  to Redeem; Notice to Trustee 

              	 	
                49

              
	
                Section
                  1103.

              	 	
                Selection
                  by Trustee of Securities to Be Redeemed 

              	 	
                49

              
	
                Section
                  1104.

              	 	
                Notice
                  of Redemption 

              	 	
                49

              
	
                Section
                  1105.

              	 	
                Deposit
                  of Redemption Price 

              	 	
                50

              
	
                Section
                  1106.

              	 	
                Securities
                  Payable on Redemption Date 

              	 	
                50

              
	
                Section
                  1107.

              	 	
                Securities
                  Redeemed in Part 

              	 	
                50

              
	 	 	 	 	 
	 	 	
                ARTICLE
                  TWELVE

              	 	 
	 	 	
                Sinking
                  Funds

              	 	 
	 	 	 	 	 
	
                Section
                  1201.

              	 	
                Applicability
                  of Article 

              	 	
                51

              
	
                Section
                  1202.

              	 	
                Satisfaction
                  of Sinking Fund Payments with Securities

              	 	
                51

              
	
                Section
                  1203.

              	 	
                Redemption
                  of Securities for Sinking Fund 

              	 	
                51

              
	
                 

              	 	 	 	 
	 	 	
                ARTICLE
                  THIRTEEN

              	 	 
	 	 	
                Defeasance

              	 	 
	 	 	 	 	 
	
                Section
                  1301.

              	 	
                Applicability
                  of Article; Company’s Option to Effect Defeasance 

              	 	
                52

              
	
                Section
                  1302.

              	 	
                Defeasance
                  and Discharge 

              	 	
                52

              
	
                Section
                  1303.

              	 	
                Conditions
                  to Defeasance 

              	 	
                52

              
	
                Section
                  1304.

              	 	
                Deposited
                  Money and U.S. Government Obligations to Be Held in Trust; Other
                  Miscellaneous Provisions 

              	 	
                54

              
	
                Section
                  1305.

              	 	
                Reinstatement
                  

              	 	
                55

              


      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDENTURE,
      dated as of _______, 2007, between BRIDGE CAPITAL HOLDINGS, a corporation duly
      organized and existing under the laws of the State of California (herein called
      the “Company”), having its principal executive offices at 55 Almaden Boulevard,
      San Jose California 95113 and [___________TRUSTEE__________], as Trustee (herein
      called the “Trustee”), having its principal corporate trust office at
      _________________________________.

     

    RECITALS
      OF THE COMPANY

    


    The
      Company 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 provided in this Indenture.

    


    All
      things necessary to make this Indenture, a valid agreement of the Company,
      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 covenanted and 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 at the date
      of
      such computation; and

    


    (4)
      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. Certain terms, used principally in Article Six, are defined in
      that
      Article.

    


    “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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Authenticating
      Agent” means any Person authorized by the Trustee to act on behalf of the
      Trustee to authenticate Securities.

    


    “Board
      of
      Directors,” when used with reference to the Company, means the board of
      directors, or any duly authorized committee of the board of directors, of the
      Company.

    


    “Board
      Resolution,” when used with reference to the Company, means a copy of a
      resolution certified by the Secretary or an Assistant Secretary of the Company
      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” means, unless otherwise specified with respect to a series of Securities
      pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
      which is not a day on which banking institutions in the State in which the
      principal place of business of the Company or the principal corporate trust
      office of the Trustee or the office of the Trustee at which the Indenture is
      administered are located are authorized or obligated by law or executive order
      to close.

    


    “Commission”
      means the Securities and Exchange Commission, as from time to time constituted,
      created under the Securities Exchange Act of 1934, 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.

    


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

    


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

    


    The
      term
“Control” means the power to direct the management and policies of a Person,
      directly or through one or more intermediaries, whether through the ownership
      of
      voting securities, by contract or otherwise, and the terms “Controlling” and
“Controlled” shall have meanings correlative to the foregoing.

    


    “Corporate
      Trust Office” means the office of the Trustee at which this Indenture is being
      administered, which office is located at
      __________________________________________, Attn: Corporate Trust or such other
      office as the Trustee shall designate in writing to the Company.

    


    The
      term
“Counsel” shall mean legal counsel who may be either an employee or officer of
      or counsel to the Company.

    


    The
      term
“Corporation” includes corporations, associations, limited liability companies,
      joint-stock companies and business trusts.

    


    The
      term
“Defeasance” has the meaning assigned to such term by Section 1302.

    


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

    


    “Depositary”
      means, with respect to the Securities of any series issuable or issued in whole
      or in part in the form of one or more Global Securities, the Person designated
      as Depositary by the Company pursuant to Section 301.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


    “Global
      Security” means a Security in the form prescribed in Section 204 evidencing all
      or part of a series of Securities, issued to the Depositary or its nominee
      for
      such series, and registered in the name of such Depositary or
      nominee.

    


    “Fiscal
      Year” means with respect to the Company the fiscal year ending December 31 of
      each year or such other date as the Company may hereafter elect, and with
      respect to any other Person the calendar year or other annual accounting period
      of the Person in question.

    


    “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.

    


    “Material
      Adverse Effect” means a material adverse effect on (a) the business, operations,
      financial condition, assets or properties of the Company and its Subsidiaries
      taken as a whole, or (b) the ability of the Company to perform its obligations
      under this Indenture and the Securities, or (c) the validity or enforceability
      of this Indenture or the Securities. “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.

    


    “Officers’
      Certificate” means a certificate of the Company signed by the Chairman of the
      Board, the President or a Vice President, and by the Treasurer, an Assistant
      Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered
      to the Trustee.

    


    “Opinion
      of Counsel” means a written opinion of Counsel, who may be Counsel for the
      Company (including an employee or officer of the Company) and who shall be
      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:

    


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

    


    (ii)
      Securities for whose payment or redemption money, U.S. Government Obligations
      or
      both in the necessary amount has been theretofore deposited with the Trustee
      or
      any Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company 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 and
      provided further, in the case of payment by Defeasance under Section 1302,
      that
      all conditions precedent to the application of such Section shall have been
      satisfied; and 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (iii)
      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 Company; provided, however, that in determining whether
      the
      Holders of the requisite principal amount of the Outstanding Securities have
      given any request, demand, authorization, direction, notice, consent or waiver
      hereunder, (i) the principal amount of an Original Issue Discount Security
      that
      shall be deemed to be Outstanding shall be the amount of the principal thereof
      that would be due and payable as of the date of such determination upon
      acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal
      amount of a Security denominated in a foreign currency or currencies shall
      be
      the U.S. dollar equivalent, determined on the date of original issuance of
      such
      Security, of the principal amount (or, in the case of an Original Issue Discount
      Security, the U.S. dollar equivalent on the date of original issuance of such
      Security of the amount determined as provided in (i) above) of such Security,
      and (iii) Securities owned by the Company or any other obligor upon the
      Securities or any Affiliate of the Company or of such other obligor 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 or waiver, only Securities which
      the
      Trustee 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 independent right
      so to act with respect to such Securities and that the pledgee is not the
      Company or any other obligor upon the Securities or any Affiliate of the Company
      or of such other obligor.

    


    “Paying
      Agent” means any Person authorized by the Company to pay the principal of (and
      premium, if any) or interest on any Securities on behalf of the
      Company.

    


    “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, if any thereon, the Stated Maturity or Maturities thereof
      and
      the redemption provisions, if any, with respect thereto, are to be determined
      by
      the Company or its agents upon the issuance of such Securities. 

    


    “Person”
      means any individual, Corporation, partnership, 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 premium, if any) 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “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 any officer of the
      Trustee charged with responsibility for the administration of the Indenture
      and
      also means, with respect to a particular corporate trust matter, any other
      officer to whom such matter is referred because of his knowledge of and
      familiarity with the particular subject.

    


    “Security”
      and “Securities” have the meaning stated in the first recital of this Indenture
      and more particularly mean any Security or Securities authenticated and
      delivered under this Indenture.

    


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

    


    “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 fixed date on which the principal of such Security or such installment
      of
      principal or interest is due and payable.

    


    “Subsidiary”
      means a Person more than 50% of the outstanding Voting Equity of which is owned,
      directly or indirectly, by the Company or by one or more other Subsidiaries,
      or
      by the Company and one or more other Subsidiaries.

    


    “Trust
      Indenture Act” means the Trust Indenture Act of 1939 as in effect from time to
      time.

    


    “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.

    


    “U.S.
      Government Obligation” has the meaning set forth in Section 1303.

    


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

    


    “Voting
      Equity”
      shall
      mean securities, partnership interests, membership interests or other equity
      interests of any class or classes, the holders of which are ordinarily, in
      the
      absence of contingencies, entitled to elect a majority of the corporate
      directors or Persons performing similar functions.

     

    “Wholly-Owned
      Subsidiary” shall mean at any given time any Person all of the outstanding
      Voting Equity of which, except for directors’ qualifying shares, shall at such
      time be owned by the Company or by one or more Wholly-Owned Subsidiaries or
      by
      the Company and one or more Wholly-Owned Subsidiaries.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      102. Compliance Certificates and Opinions.

    


    Except
      as
      otherwise expressly provided by this Indenture, upon any application or request
      by the Company to the Trustee to take any action under any provision of this
      Indenture that requires that the Company comply with any conditions precedent
      before the Trustee shall take such action, the Company shall furnish to the
      Trustee an Officers’ Certificate, stating that all conditions precedent, if any,
      provided for in this Indenture relating to the proposed action have been
      complied with and an Opinion of Counsel stating that in the opinion of such
      Counsel all such conditions precedent, if any, have been complied with, except
      that in the case of any such application or request as to which the furnishing
      of such documents is specifically required by any provision of this Indenture
      relating to such particular application or request, no additional certificate
      or
      opinion need be furnished.

    


    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture 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;

            


    

    


    
      	(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 individual, such
                condition
                or covenant has been complied with.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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 any officer of the Company 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 Company stating that the information with respect
      to
      such factual matters is in the possession of the Company 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.

    


    Section
      104. Acts of Holders.

    


    (a)
      Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given 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 an 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 Company. 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 Company,
      if made in the manner provided in this Section.

    


    (b)
      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.

    


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

    


    (d)
      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 Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Security or such other Security.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      105. Notices, Etc., to Trustee or Company.

    


    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 the Company shall be sufficient for every
                purpose
                hereunder if made, given, furnished or filed in writing to or with
                the
                Trustee at ____________________________________, or at any other
                address
                that the Trustee previously furnished in writing to the Person giving
                such
                notice, or

            


    

    


    
      	(2)	
              he
                Company 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 Company addressed
                to it at the address of its office specified in the first paragraph
                of
                this instrument or at any other address previously furnished in writing
                to
                the Trustee by the Company.

            


    

    


    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, and not earlier than the earliest date, 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 another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the Trust Indenture Act, such required provision shall control.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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.

    


    Section
      109. Successors and Assigns.

    


    All
      covenants and agreements in this Indenture by the Company 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 and their successors hereunder and the
      Holders, any benefit or any legal or equitable right, remedy or claim under
      this
      Indenture.

    


    Section
      112. Governing Law.

    


    This
      Indenture and the Securities shall be governed by and construed in accordance
      with the laws of the State of California.

    


    Section
      113. Legal Holidays.

    


    Except
      as
      otherwise provided for in the Securities of any series, 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 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 such Interest Payment
      Date
      or Redemption Date, or at the Stated Maturity, respectively, provided that
      no
      interest shall accrue for the period from and after such Interest Payment Date,
      Redemption Date or Stated Maturity, as the case may be, to such next succeeding
      Business Day. 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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 as
      may, consistently herewith, be determined by the officers executing such
      Securities, as evidenced by their execution of such Securities. If the form
      of
      Securities of any series of such Securities 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 Company
      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
      Trustee’s certificates of authentication shall be in substantially the form set
      forth in this Article.

    


    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 execution of
      such
      Securities.

    


    Section
      202. Form of Face of Security.

    


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

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    CUSIP
      Number

     

    


    BRIDGE
      CAPITAL HOLDINGS

     

    %
      Due

    


    No.
      ___
      [$] ______

    


    BRIDGE
      CAPITAL HOLDINGS, a corporation duly organized and existing under the laws
      of
      the State of Delaware (herein called the “Company,” which term includes any
      successor Corporation 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, 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 [semi-annually] 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 -- , and (to the extent that the
      payment of such interest shall be legally enforceable) at the rate of __% per
      annum on any overdue principal and premium and on any overdue installment of
      interest] - [or if the Security is to bear interest at a rate subject to
      adjustment from time to time pursuant to a market index, insert any provisions
      relating to the index mechanism.] 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 fifteenth day (whether or
      not
      a Business Day), 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].

    


    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
      Company maintained for that purpose in ______, [if applicable, insert -- 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 Company payment of interest
      may
      be made by check mailed to the address of the Person entitled thereto as such
      address shall appear in the Security Register or, at the option of the Holder
      hereof, to such other place in the United States of America as the Holder hereof
      shall designate to the Trustee in writing or, at the option of the Holder
      hereof, by wire transfer in immediately available funds if such Holder owns
      Securities of the same series as this Security issued pursuant to the Indenture
      which pay interest on the same Interest Payment Date and which are in an
      aggregate principal amount of $1,000,000 or more, provided that the Holder
      shall
      bear any and all expenses of any such wire transfer] and provided further that
      proper written wiring instructions shall have been received by the Trustee
      on or
      prior to the Regular Record Date. [If applicable, insert any foreign
      currency-related provisions.]

    


    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 Company has caused this instrument to be duly
      executed.

    


    Dated:

    


       BRIDGE
      CAPITAL HOLDINGS 

    


    


    By

    _______________________

    Title:

    


    Section
      203. Form of Reverse of Security.

    


    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the “Securities”), issued and to be issued in one or more series under an
      Indenture, dated as of [______], 2007 (herein called the “Indenture”), among the
      Company and and [___________TRUSTEE__________], as Trustee (herein called the
      “Trustee,” which term includes any successor trustee under the Indenture), to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a statement of the respective rights, limitations of rights, duties and
      immunities thereunder of the Company, the Trustee and the Holders of the
      Securities and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This Security is one of the securities of the
      series designated on the face hereof [,limited in aggregate principal amount
      to
      $______].

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    [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 [on or after _____,
      20__], as a whole or in part, at the election of the Company, at the following
      Redemption Prices (expressed as percentages of the principal amount): If
      redeemed [on or before ______, __%, and if redeemed] during the 12-month period
      beginning ________ of the years indicated,

    


    Redemption
        

    Year   
      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.]

    


    [If
      applicable, insert -- The Securities of this series are subject to redemption
      upon not less than 30 days’ nor more than 60 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 [on
      or
      after ______], as a whole or in part, at the election of the Company, 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,

    


    
      	 	
               

              Price
                for Redemption Through Operation of the Sinking fund

            	
              Price
                for Redemption Otherwise than Through Operation of the Sinking
                Fund

            	 
	
              Year

            	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    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.]

    


    [The
      sinking fund for this series provides for the redemption on _______ in each
      year
      beginning with the year ____ and ending with the year ...... of [$______
      [(“mandatory sinking fund”)] aggregate principal amount of Securities of this
      series. [The Company may, at its option, in each of the years commencing with
      the year ____ make an additional payment into the sinking fund not exceeding
      the
      mandatory sinking fund payment, to be likewise applied to the redemption of
      Securities at the principal amount without premium, with interest accrued
      thereon to the date fixed for redemption.] [Securities of this series acquired
      or redeemed by the Company otherwise than through [mandatory] sinking fund
      payments may be credited against subsequent [mandatory] sinking fund payments
      otherwise required to be made -- in the inverse order in which they become
      due.]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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.

    


    [The
      Indenture contains provisions for Defeasance at any time of the entire
      indebtedness on this Security upon compliance by the Company with certain
      conditions set forth therein, which provisions apply to this
      Security.]

    


    [If
      the
      Security is not an Original Issue Discount Security, -- 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, -- 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 (i) of
      the
      amount of principal so declared due and payable and (ii) of interest on any
      overdue principal and overdue interest (in each case to the extent that the
      payment of such interest shall be legally enforceable), all of the Company’s
      obligations in respect of the payment of the principal of 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 Company and
      the rights of the Holders of the Securities of each series to be affected under
      the Indenture at any time by the Company and the Trustee with the consent of
      the
      Holders of a majority in principal amount of the Securities at the time
      Outstanding of each series to be affected and of the Holders of a majority
      in
      principal amount of the Securities at the time Outstanding of all series to
      be
      affected. The Indenture also contains provisions permitting the Holders of
      specified percentages in principal amount of the Securities of each series
      at
      the time Outstanding, on behalf of the Holders of all Securities of such series,
      to waive compliance by the Company with certain provisions of the Indenture
      and
      certain past defaults under the Indenture and their consequences. To the extent
      permitted by law, 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 hereof or in lieu hereof, whether or not notation of
      such
      consent or waiver is made upon this Security.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of (and premium, if any) 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 registerable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of (and premium, if any) and
      interest on this Security are payable, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for the same aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

    


    The
      Securities of this series are issuable only in registered form without coupons
      and, except for such Securities issued in book-entry form, only in denominations
      of [$_____ and any integral multiple of [$]____ As provided in the Indenture
      and
      subject to certain limitations therein set forth, Securities of this series
      are
      exchangeable for a like aggregate principal amount of Securities of this series
      and of like tenor of a different authorized denomination, as requested by the
      Holder surrendering the same.

    


    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company
      or
      the Trustee and any agent of the Company or the Trustee may treat the Person
      in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

    


    This
      Security shall be governed by and construed in accordance with the laws of
      The
      State of California.

    


    Section
      204. Additional Provisions Required in Global Security.

    


    Any
      Global Security issued hereunder shall, in addition to the provisions contained
      in Sections 202 and 203, bear a legend in substantially the following
      form:

    


    “This
      Security is a Global Security within the meaning of the Indenture hereinafter
      referred to and is registered in the name of a Depositary or a nominee of a
      Depositary. This Security is exchangeable for Securities registered in the
      name
      of a person other than the Depositary or its nominee only in the limited
      circumstances described in the Indenture and may not be transferred except
      as a
      whole by the Depositary to a nominee of the Depositary or by a nominee of the
      Depositary to the Depositary or another nominee of the Depositary.”

    


    Section
      205. Form of Trustee’s Certificate of Authentication.

     

    


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

    


    [______________________________],

    as
      Trustee

    


    By                                   
            Date:

                  
      _________________        ______

    Authorized
      Signatory

     

    or,

    [Name
      of
      Authenticating Agent],

    as
      Authenticating Agent

     

    
      By                                   
              Date:

                    
        _________________        ______

      Authorized
        Signatory



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      THREE

    The
      Securities

    


    Section
      301. Amount Unlimited; Issuable in Series.

    


    The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited. The Securities will rank pari passu with
      all
      other unsecured indebtedness of the Company.

    


    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 as 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 all other
                Securities);

            


    

    


    
      	(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 1107 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 the Securities of the series
                is
                payable;

            


    

    


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

            


    

    


    
      	(6)	
              the
                place or places where the principal of (and premium, if any) and
                interest
                on Securities of the series shall be
                payable;

            


    

     

    
      	(7)	
              the
                period or periods within which, the price or prices at which and
                the terms
                and conditions upon which Securities of the series may be redeemed,
                in
                whole or in part, at the option of the
                Company;

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	(8)	
              the
                obligation, if any, of the Company to redeem or purchase Securities
                of the
                series pursuant to any sinking fund or analogous provisions or at
                the
                option of a Holder thereof and the period or periods within which,
                the
                price or prices at which and the terms and conditions upon which
                Securities of the series shall be redeemed or purchased, in whole
                or in
                part, pursuant to such obligation;

            


    

     

    
      	(9)	
              if
                other than denominations of $1,000 and any integral multiple thereof,
                the
                denominations in which Securities of the series shall be
                issuable;

            


    

     

    
      	(10)	
              if
                other than the full principal amount thereof, the portion of the
                principal
                amount of Securities of the series which shall be payable upon declaration
                of acceleration of the Maturity thereof pursuant to Section
                502;

            


    

    


    
      	(11)	
              if
                other than such coin or currency of the United States of America
                as at the
                time of payment is legal tender for payment of public or private
                debts,
                the currency or currencies (including composite currencies) in which
                payment of the principal of (and premium, if any) and/or interest
                on the
                Securities of such series shall be
                payable;

            


    

     

    
      	(12)	
              if
                the principal of (and premium, if any) and/or interest on the Securities
                of such series are to be payable, at the election of the Company
                or any
                Holder, in a currency or currencies (including composite currencies)
                other
                than that in which the Securities are stated to be payable, the period
                or
                periods within which, and the terms and conditions upon which, such
                election may be made;

            


    

    


    
      	(13)	
              if
                the amounts of payments of principal of (and premium, if any) and/or
                interest on the Securities of such series may be determined with
                reference
                to an index, the manner in which such amounts shall be
                determined;

            


    

     

    
      	(14)	
              in
                the case of Securities of a series the terms of which are not established
                pursuant to subsection (11), (12) or (13) above, the application,
                if any,
                of Section 1302 to the Securities of such series; or, in the case
                of
                Securities the terms of which are established pursuant to subsection
                (11),
                (12) or (13) above, the adoption and applicability to such Securities
                of
                any terms and conditions similar to those contained in Section
                1302;

            


    

    


    
      	(15)	
              whether
                the Securities of the series shall be issued in the form of a temporary
                global Security representing all of the Securities of such series
                and the
                terms for exchange of such temporary global Security for definitive
                Securities of such series;

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	(16)	
              whether
                the Securities of the series shall be issued in whole or in part
                in the
                form of one or more Global Securities and, in such case, the Depositary
                for such Global Security or Securities, which Depositary shall be
                a
                clearing agency registered under the Securities Exchange Act of 1934,
                as
                amended; and

            


    

    


    
      	(17)	
              any
                other terms of the series (which terms shall not be inconsistent
                with the
                provisions of this Indenture).

            


    

    


    All
      Securities of any one series shall be substantially identical except as to
      interest rates, method for determining interest rates, Interest Payment Dates,
      Regular Record Dates, redemption terms, Stated Maturity, denomination, date
      of
      authentication, currency, any index for determining amounts payable, and except
      as may otherwise be provided in or pursuant to such Board Resolution and set
      forth or determined as provided in such Officers’ Certificate 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 Company and delivered to the
      Trustee at or prior to the delivery of the Officers’ Certificate setting forth
      the terms of the series. With respect to Securities of a series subject to
      a
      Periodic Offering, such Board Resolution or Officers’ Certificate may provide
      general terms or parameters for the 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
      Company or its agents in accordance with a Company Order as contemplated by
      the
      proviso of the third paragraph of Section 303

    


    Section
      302. Denominations.

    


    The
      Securities of each series shall be issuable in registered form without coupons
      in such denominations as shall be specified as contemplated by Section 301.
      In
      the absence of any such provisions 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 Company by its Chairman of the
      Board, its President or one of its Vice Presidents. 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 Company shall bind the Company, 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.

    


    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication, together with a Company Order for the authentication
      and delivery of such Securities; and the Trustee in accordance with such Company
      Order shall authenticate and make available for delivery such Securities
      provided however,
      that,
      with respect to Securities of a series subject to a Periodic Offering, (a)
      such
      Company Order may be delivered by the Company to the Trustee prior to the
      delivery to the Trustee of such Securities for authentication and delivery,
      (b)
      the Trustee shall authenticate and make available for delivery Securities of
      such series for original issue from time to time, in an aggregate principal
      amount not exceeding the aggregate principal amount established for such series,
      all pursuant to a Company Order or pursuant to such procedures acceptable to
      the
      Trustee as may be specified from time to time by a Company Order, (c) the
      maturity date or dates, original issue date or dates, interest rate or rates
      and
      any other terms of Securities of such series shall be determined by Company
      Order or pursuant to such procedures and (d) if provided for in such procedures,
      such Company Order may authorize authentication and delivery pursuant to oral
      or
      electronic instructions from the Company or its duly authorized agent or agents,
      which oral instructions shall be promptly confirmed in writing.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    If
      the
      form or terms of the Securities of the series have been established in 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:

    


    (a)
      a
      copy of the resolution or resolutions of the Board of Directors in or pursuant
      to which the terms and form of the Securities were established, certified by
      the
      Secretary or an Assistant Secretary of the Company to have been duly adopted
      by
      the Board of Directors and to be in full force and effect as of the date of
      such
      certificate, and if the terms and form of such Securities are established by
      an
      Officers’ Certificate pursuant to general authorization of the Board of
      Directors, such Officers’ Certificate;

    


    (b)
      an
      executed supplemental indenture, if any; 

    


    (c)
      an
      Officers’ Certificate and Opinion of Counsel delivered in accordance with
      Section 102; and

    


    (d)
      an
      Opinion of Counsel which shall state:

    


    (1)
      if
      the form of any 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 any of such Securities have been established by or pursuant to
      Board Resolution as permitted by Section 301, that such terms have been
      established in conformity with the provisions of this Indenture;
      and

    


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

    


    Notwithstanding
      that 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 would adversely affect the Trustee’s own rights,
      duties or immunities under the Securities and this Indenture or otherwise in
      a
      manner that is not reasonably acceptable to the Trustee.

    


    With
      respect to Securities of a series subject to a Periodic Offering, the Trustee
      may conclusively rely, as to the authorization by the Company 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 other
      documents delivered pursuant to Sections 201, and 301 and this Section, as
      applicable, at or prior to the time of the first authentication of Securities
      of
      such series unless and until such opinion or other documents have been
      superseded or revoked. In connection with the authentication and delivery of
      Securities of a series subject to a Periodic Offering, the Trustee shall be
      entitled to assume that the Company’s instructions to authenticate and deliver
      such Securities do not violate any rules, regulations or orders of any
      governmental agency or commission having jurisdiction over the
      Company.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    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, and such certificate upon any Security shall be
      conclusive evidence, and the only evidence, that such Security has been duly
      authenticated and delivered hereunder and is entitled to the benefits of this
      Indenture. Notwithstanding the foregoing, if any Security shall have been
      authenticated and delivered hereunder but never issued and sold by the Company,
      and the Company shall deliver such Security to the Trustee for

    cancellation
      as provided in Section 309 together with a written statement (which need not
      comply with Section 102 and need not be accompanied by an Opinion of Counsel)
      stating that such Security has never been issued and sold by the Company, 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 Company may execute,
      and upon Company Order from the Company, the Trustee shall authenticate and
      make
      available for delivery, 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, 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 Company 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 Company 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 Company shall execute and the Trustee shall authenticate and make
      available for delivery in exchange therefor a like principal amount of
      definitive Securities of the same series and of like tenor, of authorized
      denominations. 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.

    


    Section
      305. Registration, Registration of Transfer and Exchange.

    


    The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      a
      register (the register maintained in such office and in any other office or
      agency of the Company in a Place of Payment being herein sometimes collectively
      referred to as the “Security Register”) in which, subject to such reasonable
      regulations as it may prescribe, the Company shall provide for the registration
      of Securities and of transfers of Securities. Unless the Company has appointed
      an agent other than the Trustee as “Security Registrar”, 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 any series at the
      office or agency in a Place of Payment for that series, the Company shall
      execute, and the Trustee shall authenticate and make available for delivery,
      in
      the name of the designated transferee or transferees, one or more new Securities
      of the same series, of any authorized denominations and of a like aggregate
      principal amount and tenor.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    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 a like
      aggregate principal amount and tenor, upon surrender of the Securities to be
      exchanged at such office or agency. Whenever any Securities are so surrendered
      for exchange, the Company shall execute, and the Trustee shall authenticate
      and
      make available for delivery, 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 Company 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 Company or the Trustee) be duly endorsed, or be
      accompanied by a written instrument of transfer in form satisfactory to the
      Company 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 Company 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 1107 not involving any transfer.

    


    The
      Company shall not be required (i) to issue, register the transfer of or exchange
      Securities of any series during a period beginning at the opening of business
      15
      days before the day of the mailing of a notice of redemption of Securities
      of
      that series selected for redemption under Section 1103 and ending at the close
      of business on the day of such mailing, or (ii) 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.

    


    Notwithstanding
      the foregoing, any Global Security shall be exchangeable pursuant to this
      Section 305 for Securities registered in the names of Persons other than the
      Depositary for such Security or its nominee only if (i) such Depositary notifies
      the Company that it is unwilling or unable to continue as Depositary for such
      Global Security or if at any time such Depositary ceases to be a clearing agency
      registered under the Securities Exchange Act of 1934, as amended, at a time
      when
      such Depository is requested to be so registered in order to act as Depositary,
      (ii) the Company executes and delivers to the Trustee a Company Order that
      such
      Global Security shall be so exchangeable or (iii) there shall have occurred
      and
      be continuing an Event of Default with respect to the Securities. Any Global
      Security that is exchangeable pursuant to the preceding sentence shall be
      exchangeable for Securities registered in such names as such Depositary shall
      direct.

    


    Notwithstanding
      any other provision in this Indenture, a Global Security may not be transferred
      except as a whole by the Depositary with respect to such Global Security to
      a
      nominee of such Depositary or by a nominee of such Depositary to such Depositary
      or another nominee of such Depositary.

    


    Section
      306. Mutilated, Destroyed, Lost and Stolen Securities.

    


    If
      any
      mutilated Security is surrendered to the Trustee, the Company shall execute
      and
      the Trustee shall authenticate and make available for delivery 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 Company 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 any of them harmless, then, in the absence of notice to the Company
      or
      the Trustee that such Security has been acquired by a bona fide purchaser,
      the
      Company shall execute and upon its request the Trustee shall authenticate and
      make available for delivery, 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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

    


    Upon
      the
      issuance of any new Security under this Section, the Company 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 Company, 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 Reserved.

    


    Unless
      otherwise provided as contemplated by Section 301 with respect to any series
      of
      Securities, interest on any Security that 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.

    


    Any
      interest on any Security of any series that 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 entitled
      to such interest by virtue of having been such Holder, and such Defaulted
      Interest may be paid by the Company, at its election in each case, as provided
      in Clause (1) or (2) below:

    


    
      	(1)	
              The
                Company 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 Company 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 Company shall deposit with the Trustee an amount
                of
                money equal to the aggregate amount proposed to be paid in respect
                of such
                Defaulted Interest or shall make arrangements satisfactory to the
                Trustee
                for such deposit prior to the date of the proposed payment, such
                money
                when deposited to be held in trust for the benefit of the Persons
                entitled
                to such Defaulted Interest as in this Clause provided. Thereupon
                the
                Trustee shall fix a special record date (the “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 Company
                of
                such Special Record Date and, in the name and at the expense of the
                Company, shall cause notice of the proposed payment of such Defaulted
                Interest and the Special Record Date therefor to be mailed, first-class
                postage prepaid, to each Holder of Securities of such series at his
                address as it appears in the Security Register, 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).

            


    

     

     

    
      
        
        

      

      
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      	(2)	
              The
                Company 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 on which such Securities
                may be
                listed, and upon such notice as may be required by such exchange,
                if,
                after notice given by the Company to the Trustee of the proposed
                payment
                pursuant to this Clause, such 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, that
                were
                carried by such other Security.

            


    

    


    Section
      308. Persons Deemed Owners.

    


    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Trustee and any agent of the Company 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 premium, if any) and (subject to Section
      307) interest on such Security and for all other purposes whatsoever, whether
      or
      not such Security be overdue, and neither the Company, the Trustee nor any
      agent
      of the Company or the Trustee shall be affected by notice to the
      contrary.

     

    
      
        
        

      

      
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    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 Company may at any time deliver to the Trustee
      for
      cancellation any Securities previously authenticated and delivered hereunder
      which the Company 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 Company
      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 returned to the Company.

    


    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.

     

    
      
        
        

      

      
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    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, on the demand of and at the
      expense of the Company, 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
      Company and thereafter repaid to the Company or discharged from such trust,
      as
      provided in Section 1003) have been delivered to the Trustee for cancellation;
      or

    


    (B)
      the
      Company has deposited or caused to be deposited with the Trustee as trust funds
      in trust (A) money in an amount, or (B) U.S. Government Obligations which
      through the scheduled payment of principal and interest in respect thereof
      in
      accordance with their terms will provide, not later than one day before the
      due
      date of any payment, money in an amount, or (C) a combination thereof,
      sufficient, in the opinion of a nationally recognized firm of independent public
      accountants or a nationally recognized investment banking firm acceptable to
      the
      Company expressed in a written certification thereof delivered to the Trustee,
      to pay and discharge the entire indebtedness on such Securities not theretofore
      delivered to the Trustee for cancellation, for principal (and premium, if any)
      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 earlier Redemption Date
      (in
      the case of Securities that have been, or by an irrevocable instruction
      delivered by the Company to the Trustee will be, called for redemption), as
      the
      case may be;

    


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

    


    (3)
      the
      Company 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 Company
      to the Trustee under Section 607, the obligations of the Trustee 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.

     

    
      
        
        

      

      
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    Section
      402. Application of Trust Money.

    


    Subject
      to provisions of the last paragraph of Section 1003, all money and U.S.
      Government Obligations deposited with the Trustee pursuant to Sections 401
      or
      1302 and all money received by the Trustee in respect of U.S. Government
      Obligations deposited with the Trustee pursuant to Sections 401 or 1302, 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 Company acting as Paying Agent) as the Trustee
      may
      determine, to the Persons entitled thereto, of the principal (and premium,
      if
      any) and interest for which payment such money has been deposited with or
      received by the Trustee as contemplated by Section 401 and Section
      1302.

    


    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):

    


    (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 30
      days; or

    


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

    


    (3)
      default in the performance, or breach, of any covenant or warranty of the
      Company in this Indenture (other than a covenant or warranty 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 60 days after there has been given, by registered or
      certified mail, to the Company by the Trustee or to the Company and the Trustee
      by the Holders of at least 25% 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; or

    


    (4)
      the
      entry by a court having jurisdiction in the premises of (A) a decree or order
      for relief in respect of the Company 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 Company a bankrupt or
      insolvent, or approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company under
      any
      applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company 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 60 consecutive days; or

     

    
      
        
        

      

      
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    (5)
      the
      commencement by the Company of a voluntary case or proceeding under any
      applicable 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 Company 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 similar official of the Company or of any substantial part of its property,
      or the making by the Company of an assignment for the benefit of creditors,
      or
      the admission by the Company in writing of its inability to pay its debts
      generally as they become due, or the taking of corporate action by the Company
      in furtherance of any such action; or

    


    (6)
      any
      other Event of Default provided with respect to Securities of that series.
      Subject to the provisions of Section 601 hereof, the Trustee shall not be deemed
      to have knowledge of an Event of Default hereunder (except for those described
      in paragraphs (1) through (3) above) unless a Responsible Officer has received
      written notice thereof.

    


    Upon
      receipt by the Trustee of any Notice of Default pursuant to this Section 501
      with respect to Securities of a series all or part of which is represented
      by a
      Global Security, a record date shall be established for determining Holders
      of
      Outstanding Securities of such series entitled to join in such Notice of
      Default, which record date shall be at the close of business on the day the
      Trustee receives such Notice of Default. The Holders as of such record date,
      or
      their duly designated proxies, and only such Persons, shall be entitled to
      join
      in such Notice of Default, whether or not such Holders remain Holders after
      such
      record date; provided, that unless holders of at least 25% in principal amount
      of the Outstanding Securities of such series, or their proxies, shall have
      joined in such Notice of Default prior to the day which is 90 days after such
      record date, such Notice of Default shall automatically and without further
      action by any Holder be canceled and of no further effect. Nothing in this
      paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after
      expiration of such 90-day period, a new Notice of Default identical to a Notice
      of Default which has been cancelled pursuant to the proviso to the preceding
      sentence, in which event a new record date shall be established pursuant to
      the
      provisions of this Section 501.

    


    Section
      502. Acceleration of Maturity; Rescission and Annulment.

    


    If
      an
      Event of Default (other than an Event of Default specified in Section 501(5)
      or
      501(6)) with respect to Securities of any series at the time Outstanding occurs
      and is continuing, then and in every such case the Trustee or the Holders of
      not
      less than 25% in principal amount of the Outstanding Securities of that series
      may declare the principal amount (or, if any of the Securities of that series
      are Original Issue Discount Securities, such portion of the principal amount
      of
      such Securities as may be specified in the terms thereof) of all of the
      Securities of that series to be due and payable immediately, by a notice in
      writing to the Company (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. If an Event of Default specified in Section 501(5)
      or 501(6) with respect to Securities of any series at the time Outstanding
      occurs, 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) shall automatically, and without any declaration or other action on
      the
      part of the Trustee or any Holder, become immediately due and
      payable.

    


    
      
        
        

      

      
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    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 Holders of a majority in principal amount of the Outstanding Securities
      of
      that series, by written notice to the Company and the Trustee, may rescind
      and
      annul such declaration and its consequences if 

    


    (1)
      the
      Company 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 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 have 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.

    


    Upon
      receipt by the Trustee of written notice declaring such an acceleration, or
      rescission and annulment thereof, with respect to Securities of a series all
      or
      part of which is represented by a Global Security, a record date shall be
      established for determining Holders of Outstanding Securities of such series
      entitled to join in such notice, which record date shall be at the close of
      business on the day the Trustee receives such notice. The Holders on such record
      date, or their duly designated proxies, and only such Persons, shall be entitled
      to join in such notice, whether or not such Holders remain Holders after such
      record date; provided, that unless such declaration of acceleration, or
      rescission and annulment, as the case may be, shall have become effective by
      virtue of the requisite percentage having joined in such notice prior to the
      day
      which is 90 days after such record date, such notice of declaration of
      acceleration, or rescission and annulment, as the case may be, shall
      automatically and without further action by any Holder be cancelled and of
      no
      further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
      of
      a Holder, from giving, after expiration of such 90-day period, a new written
      notice of declaration of acceleration, or rescission and annulment thereof,
      as
      the case may be, that is identical to a written notice which has been cancelled
      pursuant to the proviso to the preceding sentence, in which event a new record
      date shall be established pursuant to the provisions of this Section
      502.

    


    
      
        
        

      

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

    


    The
      Company covenants that if

    


    (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
      30
      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
      Company 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 premium, if any) and interest and, to the extent
      that payment of such interest shall be legally enforceable, interest on any
      overdue principal (and premium, if any) 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
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, may prosecute
      such
      proceeding to judgment or final decree and may enforce the same against the
      Company or any other obligor upon such Securities and collect the moneys
      adjudged or decreed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon such Securities, wherever
      situated.

    


    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 the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to the Company or any other obligor upon the Securities
      or
      the property of the Company or of such other obligor or their creditors, the
      Trustee (irrespective of whether the principal of the Securities shall then
      be
      due and payable as therein expressed or by declaration or otherwise and
      irrespective of whether the Trustee shall have made any demand on the Company
      for the payment of overdue principal or interest) shall be entitled and
      empowered, by intervention in such proceeding or otherwise,

    


    (i)
      to
      file and prove a claim for the whole amount of principal (and premium, if any)
      and interest owing and unpaid in respect of the Securities and to file such
      other papers or documents as may be necessary or advisable in order to have
      the
      claims of the Trustee (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and Counsel)
      and
      of the Holders allowed in such judicial proceeding, and

     

    
      
        
        

      

      
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    (ii)
      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.

    


    Nothing
      herein contained 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.

    


    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 premium, if any) 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; and

    


    SECOND:
      To the payment of the amounts then due and unpaid for principal of (and premium,
      if any) 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 premium, if any) and interest, respectively.

     

    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 25% 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;

     

    
      
        
        

      

      
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    (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 premium, if any) and (subject to Section 307) interest on such Security
      on the Stated Maturity or 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 Company, 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.

    


    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.

     

    
      
        
        

      

      
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    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,
      nor subject the Trustee to a material risk of personal liability,
      and

    


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

    


    Upon
      receipt by the Trustee of any written notice directing the time, method or
      place
      of conducting any such proceeding or exercising any such trust or power, with
      respect to Securities of a series all or part of which is represented by a
      Global Security, a record date shall be established by the Trustee for
      determining Holders of Outstanding Securities of such series entitled to join
      in
      such notice, which record date shall be at the close of business on the day
      the
      Trustee receives such notice. The Holders on such record date, or their duly
      designated proxies, and only such Persons, shall be entitled to join in such
      notice, whether or not such Holders remain Holders after such record date;
      provided, that unless the Holders of a majority in principal amount of the
      Outstanding Securities of such series shall have joined in such notice prior
      to
      the day which is 90 days after such record date, such notice shall automatically
      and without further action by any Holder be cancelled and of no further effect.
      Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
      giving, after expiration of such 90-day period, a new notice identical to a
      notice which has been cancelled pursuant to the proviso to the preceding
      sentence, in which event a new record date shall be established pursuant to
      the
      provisions of this Section 512.

    


    Section
      513. Waiver of Past Defaults.

    


    The
      Holders of not less than a majority in principal amount of the Outstanding
      Securities of any series may on behalf of the Holders of all the Securities
      of
      such series waive any past default hereunder with respect to such series and
      its
      consequences, except a default

    


    (1)
      in
      the payment of the principal of (or premium, if any) 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 such series affected.

    


    The
      Trustee may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to waive any past default hereunder. If a
      record date is fixed, the Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to waive any default
      hereunder, whether or not such Holders remain Holders after such record date;
      provided, that unless such majority in principal amount shall have waived such
      default prior to the date which is 90 days after such record date, any such
      waiver previously given shall automatically and without further action by any
      Holder be cancelled and of no further effect.

    


    Upon
      any
      such waiver, such default shall cease to exist, and any Event of Default arising
      therefrom shall be deemed to have been cured, for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other default
      or
      impair any right consequent thereon.

     

    
      
        
        

      

      
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    Section
      514. Undertaking for Costs.

    


    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, 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, the filing by any party litigant in such
      suit of an undertaking to pay the costs of such suit, and that such court may
      in
      its discretion assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section shall not apply to any suit instituted by the
      Company, to any suit instituted by the Trustee, to any suit instituted by any
      Holder, or group of Holders, holding in the aggregate more than 10% in principal
      amount of the Outstanding Securities of any series, or to any suit instituted
      by
      any Holder for the enforcement of the payment of the principal of (or premium,
      if any) or interest on any Security on or after the Stated Maturity or
      Maturities expressed in such Security (or, in the case of redemption, on or
      after the Redemption Date).

    


    Section
      515. Waiver of Stay or Extension Laws.

    


    The
      Company 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 Company (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.

    


    (a)
      Except during the continuance of an Event of Default,

    


    (1)
      the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

    


    (2)
      in
      the absence of bad faith on its part, the Trustee may conclusively rely, as
      to
      the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Trustee and conforming
      to the requirements of this Indenture; but in the case of any such certificates
      or opinions which by any provision hereof are specifically required to be
      furnished to the Trustee, the Trustee shall be under a duty to examine the
      same
      to determine whether or not they conform to the requirements of this
      Indenture.

    


    (b)
      In
      case an Event of Default has occurred and is continuing, the Trustee shall
      exercise such of the rights and powers vested in it by this Indenture, and
      use
      the same degree of care and skill in their exercise, as a prudent man would
      exercise or use under the circumstances in the conduct of his own
      affairs.

    


    (c)
      No
      provision of this Indenture shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act, or
      its
      own wilful misconduct, except that

    


    (1)
      this
      subsection shall not be construed to limit the effect of subsection (a) of
      this
      Section;

    


    (2)
      the
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer, unless it shall be proved that the Trustee was negligent
      in
      ascertaining the pertinent facts;

     

    
      
        
        

      

      
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    (3)
      the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction, determined as
      provided in Section 512, of the Holders of a majority in principal amount of
      the
      Outstanding Securities of any series, relating to the time, method and place
      of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      any trust or power conferred upon the Trustee, under this Indenture with respect
      to the Securities of such series; and

    


    (4)
      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.

    


    (d)
      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.

    


    Within
      90
      days after the occurrence of any default hereunder with respect to the
      Securities of any series, the Trustee shall transmit by mail to all Holders
      of
      Securities of such series, as their names and addresses appear in the Security
      Register, notice of such default hereunder known to the Trustee, unless such
      default shall have been cured or waived; provided, however, that, except in
      the
      case of a default in the payment of the principal of (or premium, if any) or
      interest on any Security of such series or in the payment of any sinking fund
      installment with respect to Securities of such series, the Trustee shall be
      protected in withholding such notice if and so long as the board of directors,
      the executive committee or a trust committee of directors or Responsible
      Officers of the Trustee in good faith determine that the withholding of such
      notice is in the interest of the Holders of Securities of such series. 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.

     

    
      
        
        

      

      
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    Section
      603. Certain Rights of Trustee.

    


    Subject
      to the provisions of Section 601:

    


    (a)
      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;

    


    (b)
      any
      request or direction of the Company 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 of the Company
      may
      be sufficiently evidenced by a Board Resolution;

    


    (c)
      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;

    


    (d)
      the
      Trustee may consult with Counsel 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;

    


    (e)
      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;

    


    (f)
      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 to examine the books,
      records and premises of the Company, personally or by agent or
      attorney;

    


    (g)
      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; and

    


    (h)
      The
      Trustee shall not be liable for any action taken, suffered, or omitted to be
      taken by it in good faith and reasonably believed, upon advice of Counsel,
      by it
      to be authorized or within the discretion or rights or powers conferred upon
      it
      by this Indenture.

     

    
      
        
        

      

      
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    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 Company,
      and the Trustee or any Authenticating Agent assumes no responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Securities. The Trustee or any
      Authenticating Agent shall not be accountable for the use or application by
      the
      Company 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 Company or of the Trustee, 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 Company 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 Company.

    


    Section
      607. Compensation and Reimbursement.

    


    The
      Company agrees

    


    (1)
      to
      pay to the Trustee from time to time such compensation as shall be agreed to
      in
      writing between the Company 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
      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 or bad faith; and

    


    (3)
      to
      indemnify each of the Trustee, or any predecessor Trustee, and each of its
      officers, directors, employees and agents, for, and to hold it harmless against,
      any and all losses, liabilities, damages, claims or expenses, including taxes
      (other than taxes based upon, measured or determined by the income of the
      Trustee) incurred without negligence 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.

    


    As
      security for the performance of the obligations of the Company under this
      Section the Trustee shall have a lien prior to the Securities upon all property
      and funds held or collected by the Trustee as such, except funds held in trust
      for the payment of principal of, premium, if any, or interest, if any, on
      particular Securities.

     

    
      
        
        

      

      
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    Section
      608. Disqualification; 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 or a trustee under any other indenture with respect to bonds issued
      for
      the benefit of the Company.

    


    Section
      609. Corporate Trustee Required; Eligibility.

    


    There
      shall at all times be a Trustee hereunder which shall 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 exercise
      corporate trust powers, having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by Federal or State
      authority. If such Corporation 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 Corporation 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 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.

    


    (a)
      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.

    


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

    


    (c)
      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
      Company.

    


    (d)
      If at
      any time:

    


    (1)
      the
      Trustee shall fail to comply with Section 608(a) after written request therefor
      by the Company or 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 Company or 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, (i) the Company by a Board Resolution
      may
      remove the Trustee with respect to all Securities, or (ii) 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.

     

    
      
        
        

      

      
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    (e)
      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 Company, 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 Company 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 Company. If no successor Trustee with respect
      to the Securities of any series shall have been so appointed by the Company
      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.

    


    (f)
      The
      Company 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 by mailing written notice
      of such event by first-class mail, postage prepaid, to all Holders of Securities
      of such series as their names and addresses appear in the Security Register.
      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.

    


    (a)
      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 Company and 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 Company 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 deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder.

     

    
      
        
        

      

      
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    (b)
      In
      case of the appointment hereunder of a successor Trustee with respect to the
      Securities of one or more (but not all) series, the Company, 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 Company 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.

    


    (c)
      Upon
      request of any such successor Trustee, the Company 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 paragraph
      (a) and (b) of this Section, as the case may be.

    


    (d)
      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 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.

     

    
      
        
        

      

      
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    Section
      613. Preferential Collection of Claims.

    


    If
      and
      when the Trustee shall be or become a creditor of the Company, the Trustee
      shall
      be subject to the provisions of the Trust Indenture Act regarding the collection
      of claims against the Company.

    


    Section
      614. Appointment of Authenticating Agent.

    


    At
      any
      time when any of the Securities remain Outstanding, the Trustee may appoint
      an
      Authenticating Agent or Agents 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 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 Company 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 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 the Company. The Trustee may at any time terminate the agency
      of
      an Authenticating Agent by giving written notice thereof to such Authenticating
      Agent and the Company. 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
      Company and shall mail written notice of such appointment by first-class mail,
      postage prepaid, to all Holders of Securities of the series with respect to
      which such Authenticating Agent will serve, as their names and addresses appear
      in the Security Register. 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
      Company 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 alternate certificate of
      authentication in the following form:

     

    
      
        
        

      

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

    


    By
      

    -------------------------------------------

    [___________TRUSTEE__________],
      as Trustee

    


    


    By
      

    ----------------------------------------------

    As
      Authenticating Agent

    


    


    By
      

    ----------------------------------------------

    Authorized
      Signatory

     

    
      
        
        

      

      
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    ARTICLE
      SEVEN

    Holders’
      Lists and Reports by Trustee and Company

    


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

     

    


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

    


    (a)
      semi-annually, not later than 15 days after each Regular Record Date (or, if
      there is no Regular Record Date relating to a series, semi-annually on dates
      set
      forth in the Board Resolution or supplemental indenture with respect to such
      series), a list, in such form as the Trustee may reasonably require, of the
      names and addresses of the Holders as of such date, and

    


    (b)
      at
      such other times as the Trustee may request in writing, within 30 days after
      the
      receipt by the Company 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.

    


    (a)
      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.

    


    (b)
      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.

    


    (c)
      Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the Holders in accordance with
      Section 702(b), regardless of the source from which such information was
      derived, and that the Trustee shall not be held accountable by reason of mailing
      any material pursuant to a request made under Section 702(b).

    


    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.

    


    Reports
      so required to be transmitted at stated intervals of not more than 12 months
      shall be transmitted no later than 60 days after May 15 in each calendar year,
      commencing with the year 200__.

    


    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 Company. The Company will notify the Trustee when
      any Securities are listed on any stock exchange.

     

    
      
        
        

      

      
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    Section
      704. Reports by Company.

     

    The
      Company 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 Securities and Exchange Act of 1934, as amended,
      shall be filed with the Trustee within 15 days after the same is so required
      to
      be filed with the Commission.

    


    ARTICLE
      EIGHT

    Consolidation,
      Merger, Conveyance or Transfer

    


    Section
      801. Company May Consolidate, Etc., Only on Certain Terms.

     

    The
      Company shall not consolidate with or merge into any other corporation or
      convey, transfer or lease its properties and assets substantially as an entirety
      to any Person or Persons, unless:

    


    (1)
      the
      corporation formed by such consolidation or into which the Company is merged
      or
      the Person which acquires by conveyance or transfer the properties and assets
      of
      the Company substantially as an entirety shall be, a corporation organized
      and
      existing under the laws of the United States of America or any State or the
      District of Columbia, and shall expressly assume, by an indenture supplemental
      hereto, executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (and premium, if
      any)
      and interest on all the Securities and the performance of every covenant of
      this
      Indenture on the part of the Company to be performed or observed;

    


    (2)
      immediately after giving effect to such transaction, no Event of Default, and
      no
      event which, after notice or lapse of time, or both, would become an Event
      of
      Default, shall have happened and be continuing; and

    


    (3)
      the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel each stating that such consolidation, merger, conveyance or transfer
      and
      such supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been complied
      with.

    


    The
      Company shall not consolidate with any other corporation or permit the Company
      to be merged into any other corporation, or sell its property and assets as,
      or
      substantially as, an entirety except upon the terms and conditions set forth
      in
      this Article Eight. Upon any consolidation or merger, or any sale of the
      property and assets of the Company as, or substantially as, an entirety in
      accordance with the provisions of this Article Eight, the Corporation formed
      by
      such consolidation or into which the Company shall have been merged or the
      Person to which such sale shall have been made shall succeed to and be
      substituted for the Company with the same effect as if it had been named herein
      as a party hereto, and thereafter from time to time such corporation may
      exercise each and every right and power of the Company under this Indenture,
      in
      the name of the Company or in its own name; and any act or proceeding by any
      provision of this Indenture required or permitted to be done by any board or
      officer of the Company may be done with like force and effect by the like board
      or officer of any corporation that shall at the time be the successor of the
      Company hereunder.

    


    The
      Trustee shall be entitled to receive and may conclusively rely on and shall
      be
      protected in relying upon an Opinion of Counsel as conclusive evidence that
      any
      such consolidation, merger or sale, and any such assumption of payment and
      performance complies with the provisions of this Article.

     

    
      
        
        

      

      
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    ARTICLE
      NINE

    Supplemental
      Indentures

    


    Section
      901. Supplemental Indentures Without Consent of Holders.

    


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

    


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

    


    (2)
      to
      add to the covenants of the Company 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 Company; or

    


    (3)
      to
      add any additional Events of Default; 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 certificated
      form or to facilitate the issuance of Securities in global form; or


    


    (5)
      to
      change or eliminate any of the provisions of this Indenture, provided that
      any
      such change or elimination shall become effective only when there is no Security
      Outstanding of any series created prior to the execution of such supplemental
      indenture that is entitled to the benefit of such provision; or

    


    (6)
      to
      secure the Securities pursuant to the requirements of Section 801(3) or Section
      1004 or otherwise; 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 or 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(b); or

    


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

     

    
      
        
        

      

      
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    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 each series affected by such supplemental indenture
      and of not less than 66 2/3% in principal amount of the Outstanding Securities
      of all series affected by such supplemental indenture, by Act of said Holders
      delivered to the Company and the Trustee, the Company, 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
      modifying in any manner the rights of the Holders of Securities of such series
      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 that
      would be due and payable upon a declaration of acceleration of the Maturity
      thereof pursuant to Section 502, or change any Place of Payment where, or the
      coin or currency in which, any Security or any premium or the 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 or Section 513, 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 changes in this Section, or the deletion of
      this proviso, in accordance with the requirements of Sections 611(b) 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.

    


    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to consent to any indenture supplemental
      hereto. If a record date is fixed, the Holders on such record date, or their
      duly designated proxies, and only such Persons, shall be entitled to consent
      to
      such supplemental indenture, whether or not such Holders remain Holders after
      such record date; provided, that unless such consent shall have become effective
      by virtue of the requisite percentage having been obtained prior to the date
      which is 90 days after such record date, any such consent previously given
      shall
      automatically and without further action by any Holder be cancelled and of
      no
      further effect.

    


    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.

     

    
      
        
        

      

      
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    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 or liabilities 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
      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 Company shall so determine, new Securities of
      any
      series so modified as to conform, in the opinion of the Trustee and the Company,
      to any such supplemental indenture may be prepared and executed by the Company
      and such Securities may be 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
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of (and premium, if any) 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
      Company 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 Company
      in
      respect of the Securities of that series and this Indenture may be served.
      The
      Company 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 Company
      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 Company hereby appoints the Trustee as its agent to receive
      all
      such presentations, surrenders, notices and demands.

     

    
      
        
        

      

      
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    The
      Company 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 Company of its obligation to maintain an office or agency
      in each Place of Payment for Securities of any series for such purposes. The
      Company 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
      Company 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 (and
      premium, if any) 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 premium, if any) or 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 failure so to
      act.

    


    In
      the
      event that the Company appoints one or more Paying Agents for any series of
      Securities, the Company covenants and agrees to indemnify the Trustee for,
      and
      hold the Trustee harmless against, any loss, liability or expense incurred
      without negligence or bad faith on the part of the Trustee, arising out of
      or in
      connection with the administration of the duties of the Paying Agent appointed
      by the Company under this Indenture and to reimburse the Trustee for the
      reasonable costs and expenses (including Counsel fees) of defending against
      any
      such claim or liability.

    


    Whenever
      the Company shall have one or more Paying Agents for any series of Securities,
      it will, prior to each due date of the principal of (and premium, if any) or
      interest on any Securities of that series, deposit with a Paying Agent a sum
      sufficient to pay the principal (and premium, if any) or interest so becoming
      due, such sum to be held in trust for the benefit of the Persons entitled to
      such principal, premium or interest, and (unless such Paying Agent is the
      Trustee) the Company will promptly notify the Trustee of its action or failure
      so to act.

    


    The
      Company 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)
      hold
      all sums held by it for the payment of the principal of (and premium, if any)
      or
      interest on Securities of that series in trust for the benefit of the Persons
      entitled thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided;

    


    (2)
      give
      the Trustee notice of any default by the Company (or any other obligor upon
      the
      Securities of that series) in the making of any payment of principal (and
      premium, if any) or interest on the Securities of that series; and

    


    (3)
      at
      any time during the continuance of any such default, upon the written request
      of
      the Trustee, forthwith pay to the Trustee all sums so held in trust by such
      Paying Agent.

    


    The
      Company 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
      of the Company direct any Paying Agent to pay to the Trustee all sums held
      in
      trust by the Company 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 Company
      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.

     

    
      
        
        

      

      
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    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      in
      trust for the payment of the principal of (and premium, if any) or interest
      on
      any Security of any series and remaining unclaimed for two years after such
      principal (and premium, if any) or interest has become due and payable shall
      be
      paid to the Company on Company Request or (if then held by the Company) shall
      be
      discharged from such trust, subject to any other requirements imposed on the
      Trustee by applicable law; and the Holder of such Security shall thereafter,
      as
      an unsecured general creditor, look only to the Company for payment thereof,
      and
      all liability of the Trustee or such Paying Agent with respect to such trust
      money, and all liability of the Company as trustee thereof, shall thereupon
      cease; provided, however, that the Trustee or such Paying Agent, before being
      required to make any such repayment, shall at the expense of the Company 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, 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 Company.

    


    Section
      1004. Statement by Officers as to Default.

    


    The
      Company shall deliver to the Trustee within 30 days after the occurrence thereof
      written notice of any event which with the giving of notice and the lapse of
      time or both would become an Event of Default.

    


    The
      Company shall deliver to the Trustee, within 120 days after the end of each
      Fiscal Year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
      the Company is in default in the performance and observance of any of the terms,
      provisions and conditions applicable to the Company hereunder, and if the
      Company shall be in default, specifying all such defaults and the nature and
      status thereof of which they may have knowledge.

    


    Section
      1005. Maintenance of Properties.

    


    The
      Company will and will cause each of its Subsidiaries to maintain and keep,
      or
      cause to be maintained and kept, their respective properties in good repair,
      working order and condition (other than ordinary wear and tear), so that the
      business carried on in connection therewith may be properly conducted at all
      times, provided that this Section shall not prevent the Company or any
      Subsidiary from discontinuing the operation and the maintenance of any of its
      properties if such discontinuance is desirable in the conduct of its business
      and the Company has concluded that such discontinuance could not, individually
      or in the aggregate, reasonably be expected to have a Material Adverse
      Effect.

    


    Section
      1006. Payment and Taxes and Claims.

    


    The
      Company will and will cause each of its Subsidiaries to file all tax returns
      required to be filed in any jurisdiction and to pay and discharge all taxes
      shown to be due and payable on such returns and all other taxes, assessments,
      governmental charges, or levies imposed on them or any of their properties,
      assets, income or franchises, to the extent such taxes and assessments have
      become due and payable and before they have become delinquent and all claims
      for
      which sums have become due and payable that have or might become a lien on
      properties or assets of the Company or any Subsidiary, provided that neither
      the
      Company nor any Subsidiary need pay any such tax or assessment or claims if
      (i)
      the amount, applicability or validity thereof is contested by the Company or
      such Subsidiary on a timely basis in good faith and in appropriate proceedings,
      and the Company or a Subsidiary has established adequate reserves therefor
      on
      the books of the Company or such Subsidiary or (ii) the nonpayment of all such
      taxes and assessments in the aggregate could not reasonably be expected to
      have
      a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      1007. Corporate Existence, etc.

    


    Subject
      to Section 801, the Company will at all times preserve and keep in full force
      and effect its corporate existence. The Company will at all times preserve
      and
      keep in full force and effect the corporate existence of each of its
      Subsidiaries (unless merged into the Company or a Subsidiary) and all rights
      and
      franchises of the Company and its Subsidiaries unless, in the good faith
      judgment of the Company, the termination of or failure to preserve and keep
      in
      full force and effect such corporate existence, right or franchise could not,
      individually or in the aggregate, have a Material Adverse Effect.

    


    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 Securities of any series) in accordance with
      this Article.

    


    Section
      1102. Election to Redeem; Notice to Trustee.

    


    The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution. In case of any redemption at the election of the Company of less
      than all the Securities of like tenor of any series, the Company shall, at
      least
      60 days prior to the Redemption Date fixed by the Company (unless a shorter
      notice shall be satisfactory to the Trustee), notify the Trustee of such
      Redemption Date and of the principal amount of Securities of such series to
      be
      redeemed. In the case of any redemption of Securities prior to the expiration
      of
      any restriction on such redemption provided in the terms of such Securities
      or
      elsewhere in this Indenture, the Company shall furnish the Trustee with an
      Officers’ Certificate evidencing compliance with such restriction.

    


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

    


    If
      less
      than all the Securities of like tenor of any series are to be redeemed, 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
      like tenor 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 portions (equal to the minimum authorized
      denomination for Securities of that series or any integral multiple thereof)
      of
      the principal amount of such Securities of a denomination larger than the
      minimum authorized denomination for such Securities.

    


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

    


    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 unless a shorter
      period is specified pursuant to Section 301, to each Holder of Securities to
      be
      redeemed, at his address appearing in the Security Register.

     

    
      
        
        

      

      
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    All
      notices of redemption shall state:

    


    (1)
      the
      Redemption Date, 

    


    (2)
      the
      Redemption Price,

    


    (3)
      the
      CUSIP Number of the Securities to be redeemed,

    


    (4)
      if
      less than all the Outstanding Securities of like tenor of any series are to
      be
      redeemed, the identification (and, in the case of partial redemption, the
      principal amounts) of the particular Securities to be redeemed,

    


    (5)
      that
      on the Redemption Date the Redemption Price 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,

    


    (6)
      the
      place or places where such Securities are to be surrendered for payment of
      the
      Redemption Price, and

    


    (7)
      that
      the redemption is for a sinking fund, if such is the case.

    


    Notice
      of
      redemption of Securities to be redeemed at the election of the Company shall
      be
      given by the Company or, at the Company’s request, by the Trustee in the name
      and at the expense of the Company.

    


    Section
      1105. Deposit of Redemption Price.

    


    Unless
      the Company has otherwise made an election to have Section 1302 apply to the
      Securities of any series and has complied with the provisions of Section 1303,
      on or prior to any Redemption Date, the Company shall deposit with the Trustee
      or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
      segregate and hold in trust as provided in Section 1003) an amount of money
      sufficient to pay the Redemption Price of, and (except if the Redemption Date
      shall be an Interest Payment Date) accrued interest on, all the Securities
      which
      are to be redeemed on that date.

    


    Section
      1106. Securities Payable on Redemption Date.

    


    Notice
      of
      redemption having been given as aforesaid, the Securities 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 the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company or by the Trustee, if the Company has made an election pursuant to
      Section 1301, at the Redemption Price, together with accrued interest to the
      Redemption Date; provided, however, that installments of interest whose Stated
      Maturity is on or prior to the Redemption Date shall 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 premium, if any) shall, until paid, bear interest
      from the Redemption Date at the rate prescribed therefor in the
      Security.

    


    Section
      1107. 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 Company or the Trustee so requires, due
      endorsement by, or a written instrument of transfer in form satisfactory to
      the
      Company and the Trustee duly executed by, the Holder thereof or his attorney
      duly authorized in writing), and the Company shall execute and the Trustee
      shall
      authenticate and make available for delivery 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. If a Global Security is so
      surrendered, such new Security so issued shall be a new Global
      Security.

     

    
      
        
        

      

      
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    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 a series except as otherwise specified as
      contemplated by Section 301 for Securities of such series. 

    


    The
      minimum amount of any sinking fund payment provided for by the terms of
      Securities of any series is herein referred to as a “mandatory sinking fund
      payment,” and any payment in excess of such minimum amount provided for by the
      terms of Securities of any series is herein referred to as an “optional sinking
      fund payment.” If provided for by the terms of Securities of any series, 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 of any series as provided for by the terms of Securities of such
      series.

    


    Section
      1202. Satisfaction of Sinking Fund Payments with Securities.

    


    The
      Company (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 Company 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
      the
      Securities of such series required to be made pursuant to the terms of such
      Securities as provided for by the terms of such series; provided that such
      Securities have not been previously so credited. Such Securities shall be
      received and credited for such purpose by the Trustee at the Redemption Price
      specified in such Securities 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 60 days prior to each sinking fund payment date for any series of
      Securities, the Company will deliver to the Trustee an Officers’ Certificate
      specifying the amount of the next ensuing sinking fund payment for that series
      pursuant to the terms of that series, 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 of that series pursuant to
      Section 1202 and will also deliver to the Trustee any Securities to be so
      delivered. Not less than 30 days before 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 Company
      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 1106 and 1107.

     

    
      
        
        

      

      
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    ARTICLE
      THIRTEEN

    Defeasance

     

    Section
      1301. Applicability of Article; Company’s Option to Effect
      Defeasance.

     

    Unless
      otherwise provided for the Securities of any series pursuant to Section 301,
      the
      provisions of Article Thirteen shall be applicable to the Securities of any
      series, and the Company may at its option by or pursuant to a Board Resolution,
      at any time, with respect to the Securities of such series, elect to have
      Section 1302 be applied to the Outstanding Securities of such series upon
      compliance with the conditions set forth below in this Article
      Thirteen.

    


    Section
      1302. Defeasance and Discharge.

    


    Upon
      the
      Company’s exercise of the above option applicable to this Section, the Company
      shall be deemed to have been discharged from its obligations with respect to
      the
      Outstanding Securities of such series on the date the conditions set forth
      below
      are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance
      means that the Company shall be deemed to have paid and discharged the entire
      indebtedness represented by the Outstanding Securities of such series 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 Company, shall execute proper instruments acknowledging the
      same), except for the following which shall survive until otherwise terminated
      or discharged hereunder: (A) the rights of Holders of Outstanding Securities
      of
      such series to receive, solely from the trust fund described in Section 1303
      and
      as more fully set forth in such Section, payments in respect of the principal
      of
      (and premium, if any) and interest on such Securities when such payments are
      due, (B) the Company’s obligations with respect to such Securities under
      Sections 304, 305, 306, 1002, 1003 and 1102, (C) the rights, powers, trusts,
      duties, and immunities of the Trustee under Sections 305, 306, 307, 309, 402,
      607, the last paragraph of Section 1003 and Sections 1104 and 1106, and
      otherwise the duty of the Trustee to authenticate Securities of such series
      issued on registration of transfer or exchange and (D) this Article Thirteen.
      Subject to compliance with this Article Thirteen, the Company may exercise
      its
      option under this Section 1302.

    


    Section
      1303. Conditions to Defeasance.

     

    The
      following shall be the conditions to application of Section 1302 to the
      Outstanding Securities of such series:

    


    (a)
      the
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee satisfying the requirements of Section 609 who
      shall
      agree to comply with the provisions of this Article Thirteen applicable to
      it)
      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) U.S. Government
      Obligations which through the scheduled payment of principal and interest in
      respect thereof in accordance with their terms will provide, not later than
      one
      day before the due date of any payment, money in an amount, or (C) a combination
      thereof, sufficient, in the opinion of a nationally recognized firm of
      independent public accountants or a nationally recognized investment banking
      firm acceptable to the Company expressed in a written certification thereof
      delivered to the Trustee, to pay and discharge, and which shall be applied
      by
      the Trustee (or other qualifying trustee) to pay and discharge, (i) the
      principal of (and premium, if any) and each installment of principal of (and
      premium, if any) and interest on the Outstanding Securities of such series
      on
      any Redemption Date, if the Company has irrevocably elected to cause the
      Outstanding Securities of such series subject to redemption to be redeemed
      on a
      specific Redemption Date by giving notice to the Trustee of such election at
      the
      time it exercises its option pursuant to Section 1302, or on the Stated Maturity
      of such principal or installment of principal or interest and (ii) any mandatory
      sinking fund payments or analogous payments applicable to the Outstanding
      Securities of such series on the day on which such payments are due and payable
      in accordance with the terms of this Indenture and of such Securities. For
      this
      purpose, “U.S. Government Obligations” means securities that are (x) direct
      obligations of the United States of America for the payment of which its full
      faith and credit is pledged or (y) obligations of a Person Controlled or
      supervised by and acting as an agency or instrumentality of the United States
      of
      America the payment of which is unconditionally guaranteed as a full faith
      and
      credit obligation by the United States of America, which, in either case, are
      not callable or redeemable at the option of the issuer thereof, and shall also
      include a depository receipt issued by a bank (as defined in Section 3(a)(2)
      of
      the Securities Act of 1933, as amended) as custodian with respect to any such
      U.S. Government Obligation or a specific payment of principal of or interest
      on
      any such U.S. Government Obligation held by such custodian for the account
      of
      the holder of such depository receipt, 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 depository receipt from any amount received by the
      custodian in respect of the U.S. Government Obligation or the specific payment
      of principal of or interest on the U.S. Government Obligation evidenced by
      such
      depository receipt.

     

    
      
        
        

      

      
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    (b)
      (i)
      No Event of Default or event which with notice or lapse of time or both would
      become an Event of Default with respect to the Securities of such series shall
      have occurred and be continuing on the date of such deposit, and (ii) with
      respect to a Defeasance and discharge under Section 1302, no such Event of
      Default or event shall have occurred and be continuing under subsection 501(5)
      or (6) hereof at any time during the period ending on the 91st day after the
      date of such deposit or, if longer, ending on the day following the expiration
      of the longest preference period applicable to the Company in respect of such
      deposit (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period); provided that in connection with a
      Defeasance under Section 1302 the Company will be released from its covenant
      under Section 1004 immediately upon the making of the deposit under subsection
      (a) without reference to the additional period of time referred to in this
      subsection (ii); and provided, further, however, that if (x) a bank with an
      investment rating of at least A by each of Standard & Poor’s Corporation and
      Moody’s Investors Service, Inc. shall issue in favor of the Trustee, for the
      benefit of the Holders of the Outstanding Securities to be defeased hereunder,
      an unsecured letter of credit to guarantee the deposit referred to in
      subparagraph (a) above and (y) the Company shall provide to the Trustee an
      Opinion of Counsel (which shall be nationally recognized Counsel experienced
      in
      bankruptcy matters) satisfactory to the Trustee to the effect that no payments
      pursuant to the letter of credit to be made for the benefit of the Holders
      of
      the Outstanding Securities to be defeased hereunder would be subject to
      recapture, as a preference or otherwise, by any trustee in bankruptcy of the
      Company, then this condition shall be satisfied without regard to the period
      of
      time referred to in subsection (ii) above.

    


    (c)
      Such
      Defeasance shall not cause the Trustee for the Securities of such series to
      have
      a conflicting interest as defined in Section 608 and for purposes of the Trust
      Indenture Act with respect to any securities of the Company. 

    


    (d)
      Such
      Defeasance shall not result in a breach or violation of, or constitute a default
      under, this Indenture or any other agreement or instrument to which the Company
      is a party or by which it is bound.

    


    
      
        
        

      

      
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    (e)
      Such
      Defeasance shall not cause any Securities of such series then listed on any
      registered national securities exchange under the Securities Exchange Act of
      1934, as amended, to be delisted.

    


    (f)
      Such
      Defeasance shall be effected in compliance with any additional terms, conditions
      or limitations, which may be imposed on the Company in connection therewith
      pursuant to Section 301.

    


    (g)
      The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent provided for
      relating to the Defeasance under Section 1302 have been complied
      with.

    


    (h)
      The
      Company shall have delivered to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee stating that either (i) the Defeasance qualifies
      as a
      reorganization under Section 368 of the Internal Revenue Code of 1986, as
      amended (the “Code”),
      and
      the Securities defeased qualify as securities for the purposes Code Section
      354
      or (ii) the Defeasance will not result in income tax liability to the Trustee
      or
      the Holders of the Securities defeased as a result of a deemed exchange under
      Treasury Regulations Section 1.1001-3 or any successor regulation.

    


    Section
      1304. Deposited Money and U.S. Government Obligations to Be Held in Trust;
      Other
      Miscellaneous Provisions.

    


    Subject
      to the provisions of the last paragraph of Section 1003, all money and U.S.
      Government Obligations (including the proceeds thereof) deposited with the
      Trustee (or other qualifying trustee -- collectively, for purposes of this
      Section 1304, the “Trustee”) pursuant to Section 1304 in respect of the
      Outstanding Securities of such series 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 Paying Agent
      (including the Company 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 premium, if any) and interest, but such
      money need not be segregated from other funds except to the extent required
      by
      law.

    


    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the U.S. 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 the Outstanding Securities of such
      series.

    


    Anything
      in this Article Thirteen to the contrary notwithstanding, the Trustee shall
      deliver or pay to the Company from time to time upon Company Request any money
      or U.S. Government Obligations held by it as provided in Section 1304 which,
      in
      the opinion of a nationally recognized firm of independent public accountants
      or
      a nationally recognized investment banking firm acceptable to the Company
      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 an equivalent Defeasance or covenant Defeasance.

    


    
      
        
        

      

      
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    Section
      1305. Reinstatement.

    


    If
      the
      Trustee is unable to apply any money in accordance with Section 401 or Section
      1302 by reason of any legal proceeding or by reason of any order or judgment
      of
      any court or governmental authority enjoining, restraining or otherwise
      prohibiting such application, the Company’s obligations under this Indenture and
      the Securities of such series shall be revived and reinstated as though no
      deposit had occurred pursuant to Section 401 or Section 1302 until such time
      as
      the Trustee is permitted to apply all such money in accordance with Section
      401
      or Section 1302; provided, however, that if the Company has made any payment
      of
      interest on or principal of (and premium, if any, on) any Securities of such
      series because of the reinstatement of its obligations, the Company shall be
      subrogated to the rights of the Holders of such series of Securities to receive
      such payment from the money held by the Trustee.

    


    *
      * *
      *

    


    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.

     

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed, and their respective corporate seals to be hereunto affixed, all
      as of
      the day and year first above written.

    


    BRIDGE
      CAPITAL HOLDINGS

    


    


    By______________________________

    Name:
      ___________________________

    Title:
      President and Chief Executive Officer

    


    


    


    


    


    [_____________________________]

    as
      Trustee

    


    


    By_____________________________

    Name:

    Title:

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    STATE
      OF
      CALIFORNIA                                  ü

    ý
      ss.

    COUNTY
      OF
      ______________                      
þ

    


    


    On
      _____________________________ before me,___________________________, a Notary
      Public in and for said State, personally appeared
      ______________________________________,
      personally known to me (or proved to me on the basis of satisfactory evidence)
      to be the person(s) whose name(s) is/are subscribed to the within instrument
      and
      acknowledged to me that he/she/they executed the same in his/her/their
      authorized capacity(ies), and that by his/her/ their signature(s) on the
      instrument the person(s) or the entity upon behalf of which the person(s) acted,
      executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    _________________________

    


    


    STATE
      OF
      CALIFORNIA                         
ü

     ý
      ss.

    COUNTY
      OF
      ______________                  þ

    


    


    On
      _____________________________ before me,___________________________, a Notary
      Public in and for said State, personally appeared
      ______________________________________,
      personally known to me (or proved to me on the basis of satisfactory evidence)
      to be the person(s) whose name(s) is/are subscribed to the within instrument
      and
      acknowledged to me that he/she/they executed the same in his/her/their
      authorized capacity(ies), and that by his/her/ their signature(s) on the
      instrument the person(s) or the entity upon behalf of which the person(s) acted,
      executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    _________________________

    


    


    
      
        
        

      

      
        56