Form of Dated Indenture


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                                HSBC HOLDINGS PLC

                                     Issuer

                                       TO

                              THE BANK OF NEW YORK

                                     Trustee




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

                                    INDENTURE

                                  Dated as of o

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




                                 Debt Securities






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<PAGE>

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, and Indenture dated as of o.

Trust Indenture Act Section                       Indenture Section

Section 310(a)(1)                                         6.09
(a)(2)                                                    6.09
(a)(3)                                                     N.A
(a)(4)                                                     N.A.
(a)(5)                                                    6.09
(b)                                                    6.08, 6.10
(c)                                                        N.A
Section 311(a)                                            6.13
(b)                                                       6.13
(c)                                                        N.A
Section 312(a)                                        7.01, 7.02(a)
(b)                                                      7.02(b)
(c)                                                      7.02(c)
Section 313(a)                                             7.03
(b)                                                        7.03
(c)                                                        7.03
(d)                                                        7.03
Section 314(a)                                             7.04
(a)(4)                                                    10.05
(b)                                                        N.A
(c)(1)                                                     1.02
(c)(2)                                                     1.02
(c)(3)                                                     N.A
(d)                                                        N.A
(e)                                                        1.02
Section 315(a)                                             6.01
(b)                                                    6.02, 7.03(a)
(c)                                                       6.01(b)
(d)                                                       6.01(c)
(e)                                                        5.14
Section 316 (a)(1)(A)                                      5.02
(a)(1)(B)                                                  5.13
(a)(2)                                                     N.A
(b)                                                        5.08
(c)                                                       1.04(f)
Section 317(a)(1)                                          5.03
(a)(2)                                                     5.04
(b)                                                        10.03
Section 318(a)                                               7


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

<PAGE>


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section 1.01.     Definitions..............................................1

    Section 1.02.     Compliance Certificates and Opinions....................10

    Section 1.03.     Form of Documents Delivered to Trustee..................11

    Section 1.04.     Acts of Holders; Record Dates...........................11

    Section 1.05.     Notices, etc., to Trustee or Company....................13

    Section 1.06.     Notice to Holders; Waiver...............................14

    Section 1.07.     Conflict with Trust Indenture Act.......................15

    Section 1.08.     Effect of Headings and Table of Contents................15

    Section 1.09.     Successors and Assigns..................................15

    Section 1.10.     Separability Clause.....................................15

    Section 1.11.     Benefits of Indenture...................................15

    Section 1.12.     Governing Law...........................................15

    Section 1.13.     Legal Holidays..........................................16

    Section 1.14.     Immunity of Incorporators, Stockholders, Officers
                      and Directors...........................................16

    Section 1.15.     Appointment of Agent; Submission to Jurisdiction;
                      Waiver of Immunity......................................16

                                   ARTICLE TWO

                            FORMS OF DEBT SECURITIES

    Section 2.01.     Forms Generally.........................................17

    Section 2.02.     Form of Debt Securities.................................17

    Section 2.03.     Form of Trustee's Certificate of Authentication.........18

    Section 2.04.     Form of Trustee's Certificate of Authentication by
                      an Authenticating Agent.................................18

                                  ARTICLE THREE

                              THE DEBT SECURITIES

    Section 3.01.     Amount Unlimited; Issuable in Series....................20

    Section 3.02.     Denominations...........................................23

    Section 3.03.     Execution, Authentication, Delivery and Dating..........23

    Section 3.04.     Temporary Debt Securities...............................26

    Section 3.05.     Registration, Registration of Transfer and Exchange.....27

    Section 3.06.     Mutilated, Destroyed, Lost and Stolen Debt Securities...32

    Section 3.07.     Payment of Interest; Interest Rights Preserved..........33

    Section 3.08.     Persons Deemed Owners...................................35

    Section 3.09.     Cancellation............................................36

    Section 3.10.     Computation of Interest.................................36

    Section 3.11.     Payment in Currencies...................................36

    Section 3.12.     Certification by a Person Entitled to Delivery of a
                      Bearer Security.........................................38

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

    Section 4.01.     Satisfaction and Discharge..............................38

    Section 4.02.     Application of Trust Money..............................40

                                  ARTICLE FIVE

                                    REMEDIES

    Section 5.01.     Events of Default.......................................40

    Section 5.02.     Acceleration of Maturity; Rescission and Annulment......41

    Section 5.03.     Defaults; Collection of Indebtedness and Suits for
                      Enforcement by Trustee..................................41

    Section 5.04.     Trustee May File Proofs of Claim........................43

    Section 5.05.     Trustee May Enforce Claims Without Possession of
                      Debt Securities or Coupons..............................44

    Section 5.06.     Application of Money Collected..........................44

    Section 5.07.     Limitation on Suits.....................................44

    Section 5.08.     Unconditional Right of Holders to Receive Any
                      Principal, Premium and Interest.........................45

    Section 5.09.     Restoration of Rights and Remedies......................45

    Section 5.10.     Rights and Remedies Cumulative..........................45

    Section 5.11.     Delay or Omission Not Waiver............................46

    Section 5.12.     Control by Holders of Debt Securities...................46

    Section 5.13.     Waiver of Past Defaults.................................46

    Section 5.14.     Undertaking for Costs...................................47

                                   ARTICLE SIX

                                   THE TRUSTEE

    Section 6.01.     Certain Duties and Responsibilities.....................47

    Section 6.02.     Notice of Defaults......................................48

    Section 6.03.     Certain Rights of Trustee...............................49

    Section 6.04.     Not Responsible for Recitals or Issuance of Debt
                      Securities..............................................50

    Section 6.05.     May Hold Debt Securities or Coupons.....................50

    Section 6.06.     Money Held in Trust.....................................50

    Section 6.07.     Compensation and Reimbursement..........................51

    Section 6.08.     Disqualification; Conflicting Interests.................51

    Section 6.09.     Corporate Trustee Required; Eligibility.................52

    Section 6.10.     Resignation and Removal; Appointment of Successor.......52

    Section 6.11.     Acceptance of Appointment by Successor..................54

    Section 6.12.     Merger, Conversion, Consolidation or Succession to
                      Business................................................55

    Section 6.13.     Preferential Collection of Claims Against Company.......55

    Section 6.14.     Appointment of Authenticating Agent.....................55

                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

    Section 7.01.     Company to Furnish Trustee Names and Addresses of
                      Holders.................................................56

    Section 7.02.     Preservation of Information; Communications to Holders..57

    Section 7.03.     Reports by Trustee......................................58

    Section 7.04.     Reports by Company......................................58

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

    Section 8.01.     Company May Consolidate, etc., Only on Certain Terms....59

    Section 8.02.     Successor Person Substituted............................59

    Section 8.03.     Assumption of Obligations...............................60

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

    Section 9.01.     Supplemental Indentures Without Consent of Holders......61

    Section 9.02.     Supplemental Indentures With Consent of Holders.........62

    Section 9.03.     Execution of Supplemental Indentures....................63

    Section 9.04.     Effect of Supplemental Indentures.......................64

    Section 9.05.     Conformity with Trust Indenture Act and Financial
                      Services Authority Requirements.........................64

    Section 9.06.     Reference in Debt Securities to Supplemental
                      Indentures..............................................64

                                   ARTICLE TEN

                                    COVENANTS

    Section 10.01.    Payment of Any Principal, Premium or Interest...........64

    Section 10.02.    Maintenance of Office or Agency.........................65

    Section 10.03.    Money for Debt Securities Payments to be Held in Trust..66

    Section 10.04.    Payment of Additional Amounts...........................67

    Section 10.05.    Officer's Certificate as to Compliance with Indenture
                      and Default.............................................69

    Section 10.06.    Waiver of Certain Covenants.............................69

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

    Section 11.01.    Applicability of Article................................70

    Section 11.02.    Election to Redeem; Notice to Trustee...................70

    Section 11.03.    Selection by Trustee of Debt Securities to be
                      Redeemed................................................70

    Section 11.04.    Notice of Redemption....................................71

    Section 11.05.    Deposit of Redemption Price.............................72

    Section 11.06.    Debt Securities Payable on Redemption Date..............72

    Section 11.07.    Debt Securities Redeemed in Part........................73

    Section 11.08.    Optional Redemption in the Event of Change in Tax
                      Treatment...............................................73

                                 ARTICLE TWELVE

                        SUBORDINATION OF DEBT SECURITIES

    Section 12.01.    Debt Securities Subordinate to Certain Creditors........74

    Section 12.02.    Provisions Solely to Define Relative Rights.............78

    Section 12.03.    Trustee to Effectuate Subordination.....................79

    Section 12.04.    No Waiver of Subordination Provisions...................79

    Section 12.05.    Notice to Trustee.......................................79

    Section 12.06.    Reliance on Judicial Order or Certificate of
                      Liquidating Agent.......................................80

    Section 12.07.    Trustee Not Fiduciary for Holders of Claims.............80

    Section 12.08.    Rights of Trustee as Holder of Claims; Preservation of
                      Trustee's Rights........................................80

    Section 12.09.    Article Applicable to Paying Agents.....................80

    Section 12.10.    Governing Law...........................................81

    Section 12.11.    Third Party Rights......................................81

                                ARTICLE THIRTEEN

                         EXCHANGE OR CONVERSION OF DEBT
                                   SECURITIES

    Section 13.01.    Applicability of Article................................81

    Section 13.02.    Election to Exchange or Convert; Notice to Trustee......81

    Section 13.03.    Notice of Exchange or Conversion........................81

    Section 13.04.    Deposit of Interest.....................................82

    Section 13.05.    Surrender of Debt Securities............................82

    Section 13.06.    Issuance of Exchange Securities or Conversion
                      Securities..............................................82

    Section 13.07.    Effect of Exchange or Conversion........................82

    Section 13.08.    Legal and Regulatory Compliance.........................83

    Section 13.09.    Taxes and Charges.......................................83

    Section 13.10.    Trustee Not Liable......................................84

                                ARTICLE FOURTEEN

                                   DEFEASANCE

    Section 14.01.    Applicability of Article................................84

    Section 14.02.    Defeasance Upon Deposit of Moneys or U.S. Government
                      Obligations.............................................84

    Section 14.03.    Deposited Moneys and U.S. Government Obligations to be
                      Held in Trust...........................................86

    Section 14.04.    Repayment to Company....................................86

    Section 14.05.    Indemnity for U.S. Government Obligations...............86

                                 ARTICLE FIFTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

    Section 15.01.    Rules by Trustee, Paying Agent and Registrar............87

<PAGE>


                  INDENTURE dated as of o, between HSBC Holdings plc, a public
limited company duly organized and existing under the laws of England and Wales
(hereinafter called the "Company"), having its principal office at 8 Canada
Square, London E14 5HQ, England, and The Bank of New York, a New York banking
corporation, as Trustee (hereinafter called the "Trustee"), on the date hereof
having its principal corporate trust office located at 101 Barclay Street, Floor
21 West, New York, New York 10286.

                  RECITALS OF THE COMPANY

                  The Company has heretofore duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
subordinated debt securities with a specified date for Maturity (herein called
the " Debt Securities"), to be issued in one or more series as in this Indenture
provided.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


                  Section 1.01. 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, unless otherwise specified pursuant
         to Section 3.01 with respect to the Debt Securities of any series, and
         include the plural as well as the singular;

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

                  (3) 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 1.04.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling", "controlled" and "under
common control with" have meanings correlative to the foregoing.

                  "Assets" means the unconsolidated gross assets (including
contingencies) of the Company, as shown in the latest published balance sheet
having the benefit of an unqualified Auditors' report, but with such adjustments
as the Auditors or, if the Company is in winding up, the liquidator shall
determine in their or his report given in accordance with Section 12.01(c)(ii).

                  "Auditors" means the auditors for the time being of the
Company or, if there shall be joint auditors of the Company, any one of such
joint auditors or, in the event of their being unable or unwilling to carry out
any action requested of them pursuant to the provisions of these presents, such
other firm of internationally recognized accountants as may be nominated by the
Company.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Debt Securities of one or more series.

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication or in the English language customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day. Unless
otherwise specified pursuant to Section 3.01 with respect to the Debt Securities
of any series, the Authorized Newspaper in New York City shall be The Wall
Street Journal, in London shall be the Financial Times and in Luxembourg shall
be the Luxemburger Wort.

                  "Bearer Security" means any Debt Security described in Section
2.02 that is payable to bearer.

                  "Board of Directors" means the board of directors of the
Company, or any duly authorized committee of that board or any one or more
directors and/or officers of the Company to whom such board or any such
committee shall have duly delegated its authority.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary of the Company to have been duly adopted by the Board of Directors
of the Company and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

                  "Business Day", when used with respect to any Place of Payment
or any other location, means, except as may otherwise be provided with respect
to a particular series of Debt Securities, a weekday that is not a day on which
banking institutions are authorized or obligated by law or executive order to
close in any jurisdiction in which payments with respect to such series are
payable.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, 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" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by an authorized
officer of the Company and delivered to the Trustee.

                  "Conversion" has the meaning specified in Section 3.01(22)

                  "Conversion Securities" has the meaning specified in Section
3.01(22).

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered which on the date hereof is located at 101
Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate
Trust Administration.

                  The term "corporation" includes corporations, associations,
companies, joint stock companies, trusts and business trusts.

                  "Coupon" means any interest coupon appertaining to a Bearer
Security.

                  "Debt Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Debt Securities authenticated
and delivered under this Indenture.

                  "Debt Security Deposit Agreement" means the deposit agreement,
dated as of o, between the Company, the Depositary and holders from time to time
of book-entry Debt Securities.

                  "Default" has the meaning specified in Section 5.03.

                  "Defaulted Interest" has the meaning specified in Section
3.07.

                  "Deferral Notice" means a notice from the Company to the
Trustee, given in the manner prescribed in Section 1.05(1) that the Company will
not pay interest or principal on any Debt Security on an Interest Payment Date
or the Maturity Date, as the case may be, and will accordingly defer such
payment of interest or principal as specified in Section 5.03.

                  "Depositary" means, with respect to the Debt 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 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" as used with respect to the
Debt Securities of any such series shall mean the Depositary with respect to the
Debt Securities of that series.

                  "Discount Debt Security" means any Debt Security, which
provides for an amount (excluding any amounts attributable to accrued but unpaid
interest thereon) less than the principal amount thereof to be due and payable
upon a declaration of the Maturity thereof pursuant to Section 5.02.

                  "Dollar" or "$" means the coin or currency of the United
States of America that as at the time of payment is legal tender for the payment
of public and private debts.

                  "DTC" means, with respect to the Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, its nominees and their respective
successors and assigns, or such other depositary institution hereinafter
appointed by the Company that is a clearing agency registered under the Exchange
Act.

                  "Euro" or "(euro)" means the single currency adopted by those
states participating in the European Monetary Union from time to time.

                  "Event Date" has the meaning specified in Section 3.01(22).

                  "Event of Default" has the meaning specified in Section 5.01.

                  "Exchange" has the meaning specified in Section 3.01(22).

                  "Exchange Securities" has the meaning specified in Section
3.01(22).

                  "Exchange Rate" means (a) with respect to Dollars in which
payment is to be made on Debt Securities denominated in a Foreign Currency, the
noon Dollar buying rate in The City of New York for cable transfers payable in
such Foreign Currency on the applicable Regular or Special Record Date or the
fifteenth day immediately preceding the Maturity of any principal, as the case
may be, as certified for customs purposes by the Federal Reserve Bank of New
York, (b) with respect to a Foreign Currency in which payment is to be made on
Debt Securities denominated in Dollars or converted into Dollars pursuant to
Section 3.11(d), the noon Dollar selling rate in The City of New York for cable
transfers payable in such Foreign Currency on the applicable Regular or Special
Record Date or the fifteenth day immediately preceding the Maturity of any
principal, as the case may be, as certified for customs purposes by the Federal
Reserve Bank of New York, and (c) with respect to a Foreign Currency in which
payment is to be made on Debt Securities denominated in a different Foreign
Currency, the exchange rate between such Foreign Currencies determined in the
manner specified pursuant to Section 3.01(18). If for any reason such rates are
not available with respect to one or more currencies for which an Exchange Rate
is required, the Exchange Rate Agent shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major
banks in The City of New York or in the country of issue of the currency in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent if there is
more than one market for dealing in any currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency
shall be that upon which a nonresident issuer of securities denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

                  "Exchange Rate Agent" means the Person, which may be the
Company, the Paying Agent or a bank or financial institution designated by the
Company to perform the functions of Exchange Rate Agent with respect to the Debt
Securities of a series.

                  "Exchange Rate Agent's Certificate", with respect to any date
for the payment of any principal, premium or interest in respect of the Debt
Securities of any series, means a certificate setting forth the applicable
Exchange Rate or Rates as of the applicable Regular or Special Record Date or
the fifteenth day immediately preceding the Maturity of any principal, as the
case may be, and the amounts payable in Dollars and Foreign Currencies in
respect of any principal, premium or interest in respect of Debt Securities
denominated in Euro or any Foreign Currency, and signed by or on behalf of the
Exchange Rate Agent and delivered to the Trustee and the Paying Agent.

                  "Foreign Currency" means a currency issued by the government
of any country other than the United States of America.

                  "Global Security" means a Registered or Bearer Security
evidencing all or any part of the Debt Securities of a series, issued to the
Depositary for such series in accordance with Section 3.03(c).

                  "Holder" means with respect to a Registered Security, the
Person in whose name such Registered Security is registered in the Register and,
with respect to a Bearer Security or a Coupon, the bearer thereof.

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented, amended or restated by or pursuant to
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and, unless the context otherwise requires, shall
include the terms of the Debt Securities of each series established as
contemplated by Section 3.01.

                  "Indexed Security" means any Debt Security that is a Principal
Indexed Security or an Interest Indexed Security, or both, and any other Debt
Security that is specified as an Indexed Security pursuant to Section 3.01.

                  The term "interest", when used with respect to a Discount
Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity.

                  "Interest Indexed Security" means any Debt Security (including
any Principal Indexed Security) that provides that the amount of interest
payable in respect thereof shall be determined by reference to an index based on
a currency or currencies or on the price or prices of one or more commodities or
securities, by reference to changes in the price or prices of one or more
currencies, commodities or securities or otherwise by application of a formula.

                  "Interest Payment Date", with respect to any Debt Security,
means the Stated Maturity of an installment of any interest on such Debt
Security; provided, however, that, unless otherwise provided as contemplated by
Section 3.01 with respect to the Debt Securities of any series, if the Company
does not pay any installment of interest on the pertinent Interest Payment Date
the obligation to make such payment and such Interest Payment Date shall be
deferred until the date upon which a dividend is paid on any class of share
capital of the Company.

                  "Liabilities" means the unconsolidated gross liabilities
(including contingencies) of the Company, as shown in the latest published
balance sheet having the benefit of an unqualified Auditors' report, but with
such adjustments as the Auditors or, if the Company is in winding up, the
liquidator shall determine in their or his report given in accordance with
Section 12.01(c)(ii).

                  "Maturity", when used with respect to any Debt Security, means
the date, if any, on which the principal of such Debt Security becomes due and
payable as therein or herein provided, whether at the Stated Maturity, if any,
or by declaration of acceleration, call for redemption, repayment at the option
of the Holder or otherwise; provided, however, that, unless otherwise provided
as contemplated by Section 3.01 with respect to the Debt Securities of any
series, if the Company does not pay all or any part of principal at Maturity,
the obligation to make such payment and Maturity shall be deferred until the
first Business Date after the date that falls six months after the original
Maturity, as provided in Section 5.03.

                  "Officer's Certificate" means a certificate signed by an
authorized officer of the Company and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company and who shall be satisfactory to the Trustee,
which is delivered to the Trustee.

                  "Ordinary Creditors" means creditors of the Company except
creditors in respect of Subordinated Indebtedness and creditors in respect of
debt securities with no maturity issued pursuant to an indenture of even date
herewith between the Company and The Bank of New York as trustee.

                  "Outstanding", when used with respect to the Debt Securities
of any series, means, as of the date of determination, all Debt Securities of
such series theretofore issued by the Company and authenticated and delivered
under this Indenture, except:

                  (i) Debt Securities of such series theretofore cancelled by
         the Trustee or delivered to the Trustee for cancellation;

                  (ii) Debt Securities of such series for whose payment or
         redemption money 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 Debt
         Securities and any Coupons appertaining thereto; provided, however,
         that if such Debt Securities are to be redeemed, notice of such
         redemption shall have been duly given pursuant to this Indenture or
         provision therefore satisfactory to the Trustee shall have been made;
         and

                  (iii) Debt Securities of such series that have been paid
         pursuant to Section 3.06 or in exchange for or in lieu of which other
         Debt Securities have been authenticated and delivered pursuant to this
         Indenture, other than any such Debt Securities in respect of which
         there shall have been presented to the Trustee proof satisfactory to it
         that such Debt Securities are held by a bona fide purchaser in whose
         hands such Debt Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver or taken
any other action hereunder, Debt Securities of such series owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Trustee shall be protected
in relying upon such request, demand, authorization, direction, notice, consent,
waiver or action, only Debt Securities of such series about which the Trustee
has received written notice shall be so disregarded. Debt Securities of such
series so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Debt Securities and that the
pledgee is not the Company or any Affiliate of the Company.

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

                  "Permanent Global Security" means a Global Security that is,
at the time of the initial issuance of the related series of Debt Securities,
issued in permanent global bearer form without Coupons.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Place of Payment", when used with respect to the Registered
Security of any series payable in Dollars, means the Corporate Office of the
Paying Agent in New York, New York; when used with respect to the Debt
Securities of any series payable in a Foreign Currency, means the place or
places where such Foreign Currency is the legal tender; and, when used with
respect to the Debt Securities of any series, means such other place or places,
if any, where any principal of (and premium, if any, on) or interest on the Debt
Securities of that series are payable as contemplated by Section 3.01.

                  "Pounds Sterling" or "(pound)" means the currency of the
United Kingdom.

                  "Predecessor Security" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the same debt as
that evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 3.06 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

                  "Principal Indexed Security" means any Debt Security
(including any Interest Indexed Security) that provides that the amount of
principal payable in respect thereof shall be determined by reference to an
index based on a currency or currencies or on the price or prices of one or more
commodities or securities, by reference to changes in the price or prices of one
or more currencies, commodities or securities or otherwise by application of a
formula.

                  "Redemption Date", when used with respect to any Debt Security
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

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

                  "Register" and "Registrar" have the respective meanings
specified in Section 3.05.

                  "Registered Security" means any Debt Security in the form of
registered securities established pursuant to Section 2.02 that is registered in
the Register.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Debt Securities of any series means the date (whether or not
a Business Day) specified for that purpose as contemplated by Section 3.01.

                  "Responsible Officer" when used with respect to the Trustee
means any officer within the Corporate Trust department of the Trustee (or any
successor group), including any vice president, assistant vice president,
assistant secretary, assistant treasurer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers 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.

                  "Solvency Condition" has the meaning specified in Section
12.01(c)(i).

                  "Solvent" has the meaning specified in Section 12.01(d)(ii).

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Company pursuant to Section 3.07.

                  "Stated Maturity", when used with respect to any Debt Security
or any installment of interest thereon, means the date, if any, specified in, or
determined in accordance with the terms of, such Debt Security or a Coupon
representing such installment of interest as the fixed date on which any
principal of such Debt Security or such installment of interest is due and
payable.

                  "Subordinated Indebtedness" means any liability of the Company
however arising for the payment of money, the right to payment of which by the
Company by the terms thereof is, or is expressed to be, subordinated in the
event of a winding up of the Company to the claims of all or any of the
creditors of the Company.

                  "Taxing Jurisdiction" has the meaning specified in Section
10.04.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

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

                  "U.S. Government Obligations" has the meaning specified in
Section 14.02.

                  "United States" means the United States of America (including
the States thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

                  Section 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's 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. The Trustee may conclusively rely and shall be fully protected in
relying on such certificates and opinions.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than certificates
provided pursuant to Section 10.05, 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 such
         individual, such condition or covenant has been complied with.

                  Section 1.03. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the 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 is
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters or information which is in the possession of the
Company, upon a certificate or opinion of, or representations by, an officer or
officers of the Company with respect to such factual matters, 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 is or 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 1.04. Acts of Holders; Record Dates. (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 or any other
evidence as the Trustee deems acceptable in its reasonable discretion or is
customary in respect of DTC. If the Debt Securities of a series are issuable in
whole or in part as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may, alternatively, be embodied in and evidenced by
the record of a meeting of Holders of Debt Securities of such series duly called
and held in accordance with the provisions of Article Fifteen, or a combination
of such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments or record (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 6.01)
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 any notary public or other officer authorized
by law to take acknowledgements 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 manner that the Trustee deems sufficient.

                  (c) The ownership of Registered Securities of any series shall
be proved by the Register with respect to such series.

                  (d) The principal or face amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
Depositary, by any trust company, bank, banker or other Depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
Depositary, or exhibited to it, the Bearer Securities in the amount and with the
serial numbers therein described or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate
of affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security or (4) such Bearer Security is no longer
Outstanding.

                  (e) The fact and date of execution of any such instrument or
writing, the authority of the Person executing the same and the principal or
face amount and serial numbers of Bearer Securities held by the Person so
executing such instrument or writing and the date of holding the same may also
be proved in any other manner that the Trustee deems sufficient; and the Trustee
may in any instance require further proof with respect to any of the matters
referred to in this Section.

                  (f) If the Company shall solicit from the Holders of Debt
Securities of any series any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the purposes of determining the
identity of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Any such record date shall be fixed
at the Company's discretion. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent and waiver or other Act may be
sought or given before or after the record date, but only the Holders of
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders of Registered Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Registered Securities of such series Outstanding shall be
computed as of such record date.

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

                  (h) For the purposes of determining the aggregate principal
amount of Outstanding Debt Securities of any series, the Holders of which are
required, requested or permitted to give any request, demand, authorization,
direction, notice, consent or waiver or take any other Act under this Indenture,
(i) each Discount Debt Security shall be deemed to have the principal amount
determined by the Trustee that could be declared to be due and payable pursuant
to the terms of such Discount Debt Security as of the date such Act is delivered
to the Trustee and, where it is hereby expressly required, to the Company, (ii)
each Principal Indexed Security shall be deemed to have a principal amount equal
to the face amount thereof and (iii) each Debt Security denominated in a Foreign
Currency shall be deemed to have the principal amount determined by the Trustee,
based upon an Exchange Rate Agent's Certificate upon which the Trustee may
conclusively rely, by converting the principal amount of such Debt Security in
the currency in which such Debt Security is denominated into Dollars at the
Exchange Rate as of the record date set with respect to such Act or, if no such
record date is set, the date such Act is delivered to the Trustee and, where it
is hereby expressly required, to the Company (or, if there is no such rate on
such date for the reasons specified in Section 3.11(d), such rate on the date
specified in such Section).

                  Section 1.05. Notices, etc., to Trustee or Company. Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made to the Trustee at its
         Corporate Trust Office, given, furnished or filed in writing and
         mailed, first class postage prepaid, or if by the Company, via
         electronic communication such as facsimile, and followed by a hard copy
         delivered by guaranteed overnight delivery courier, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing, or via telex or facsimile and
         mailed, first-class postage prepaid, or, in the case of electronic
         communication, transmitted, to the Company marked for the attention of
         the Secretary and addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address or at any telex or facsimile number previously furnished
         in writing to the Trustee by the Company.

                  Section 1.06. Notice to Holders; Waiver. Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders
of any event, (1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to
each Holder of Registered Securities affected by such event, at his address as
it appears in the Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice and (2) such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York. If the Debt Securities of such
series are then admitted to the official list of the UK Listing Authority and
admitted to trading on the London Stock Exchange plc, and the UK Listing
Authority or such stock exchange shall so require, notices shall also be
published in an Authorized Newspaper in London and, if the Debt Securities of
such series are then listed on the Luxembourg Stock Exchange and such stock
exchange shall so require, in Luxembourg and, if the Debt Securities of such
series are then listed on any other stock exchange outside the United States and
such stock exchange shall so require, in any other required city outside the
United States or, if not practicable, in Europe on a Business Day at least
twice, the first such publication to be not earlier than the earliest date and
not later than the latest date prescribed for the giving of such notice. For the
avoidance of doubt, failing to put the notice in an Authorized Newspaper will
not affect the sufficiency of any notice given in accordance with the first
sentence of this Section 1.06.

                  In the event of suspension of regular mail service or if for
any other reason it shall be impracticable to give such notice to Holders of
Registered Securities by mail, then such a notification to Holders of Registered
Securities as shall be satisfactory to the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed to any particular Holder of Registered
Securities shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice by publication
to Holders of Bearer Securities given as provided above.

                  In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Debt Securities
listed on such stock exchange requiring publication as provided above, then such
notification to Holders of such Debt Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to
Holders of such Debt Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.

                  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.

                  Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act required or permitted under this
Indenture shall be in the English language, except that any published notice may
be in an official language of the country of publication.

Section 1.07. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.

                  Section 1.08. 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 1.09. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether expressed or not.

                  Section 1.10. Separability Clause. In case any provision in
this Indenture or in the Debt 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 1.11. Benefits of Indenture. Nothing in this Indenture
or in the Debt Securities, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any Paying Agent and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                  Section 1.12. Governing Law. THIS INDENTURE AND THE DEBT
SECURITIES AND COUPONS AND THE RIGHTS AND DUTIES OF THE TRUSTEE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT THAT MATTERS RELATING TO THE SUBORDINATION PROVISIONS CONTAINED IN
ARTICLE TWELVE OF THIS INDENTURE AND IN THE DEBT SECURITIES AND THE
AUTHORIZATION AND EXECUTION BY THE COMPANY OF THIS INDENTURE AND THE DEBT
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW.

                  Section 1.13. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Event Date or Stated Maturity, if any, of any
Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt Securities
or Coupons) payment of any interest, principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the first
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, the Redemption Date, the Event Date or
at the Stated Maturity, and no interest shall accrue on such payment for the
period from and after such Interest Payment Date, Event Date, Redemption Date or
Stated Maturity, as the case may be.

                  Section 1.14. Immunity of Incorporators, Stockholders,
Officers and Directors. No recourse shall be had for the payment of any
principal, premium or interest in respect of any Debt Security of any series or
upon any obligation, covenant or agreement of this Indenture or any Indenture
supplemental hereto, or any Debt Security or Coupon, or because of any
indebtedness evidenced thereby, or for any claim based thereon, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
indirectly through the Company or any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that this Indenture and all the Debt Securities of each series
are solely corporate obligations of the Company, and that no personal liability
whatsoever shall attach to, or is incurred by, any incorporator, stockholder,
officer or director, past, present or future, of the Company or of any
predecessor or successor corporation, either directly or indirectly through the
Company or any predecessor or successor corporation, because of the incurring of
the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debt Securities of any series or Coupon, or to be implied herefrom or
therefrom; and that all such personal liability is hereby expressly released and
waived as a condition of, and as part of the consideration for, the execution of
this Indenture and the issue of the Debt Securities of each series and Coupons.

                  Section 1.15. Appointment of Agent; Submission to
Jurisdiction; Waiver of Immunity. The Company has designated and appointed HSBC
Bank USA, currently having its address at 452 Fifth Avenue, New York, New York
10018-2706 (c/o Issuer Services), as its authorized agent upon which process may
be served in any suit or proceeding arising out of or relating to the Debt
Securities or Coupons appertaining thereto or this Indenture which may be
instituted in any State or Federal court in The City of New York. By the
execution and delivery of this Indenture, the Company submits to the
nonexclusive jurisdiction of any such court in any such suit or proceeding, and
agrees that service of process upon said agent, together with written notice of
said service to the Company, shall be deemed in every respect effective service
of process upon the Company, in any such suit or proceeding. The Company further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such
designation and appointment of said agent in full force and effect so long as
any of the Debt Securities shall be Outstanding.

                  The Company hereby represents that HSBC Bank USA has agreed to
act as the Company's authorized agent upon which process may be served in any
such suit or proceeding.

                                  ARTICLE TWO

                            FORMS OF DEBT SECURITIES

                  Section 2.01. Forms Generally. All Debt Securities and
Coupons, if any, and the Trustee's certificate of authentication shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or by a Board Resolution and as set
forth in an Officer's Certificate or any indenture supplemental hereto and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements placed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which Debt
Securities of any series may be listed or of any automated quotation system on
which such Debt Securities may be quoted, or to conform to usage.

                  The definitive Debt Securities and Coupons, if any, of each
series shall be printed, lithographed or engraved or produced by any combination
of these methods on steel engraved borders or may be produced in any other
manner permitted by the rules of any securities exchange on which Debt
Securities of such series may be listed or of any automated quotation system on
which such Debt Securities may be quoted or in any other manner deemed
appropriate by the Company, all as determined by the officers executing such
Debt Securities and Coupons, as conclusively evidenced by their execution of
such Debt Securities and Coupons.

                  Section 2.02. Form of Debt Securities. Each Debt Security
shall be substantially in one of the forms approved from time to time by or
pursuant to a Board Resolution and an Officer's Certificate or one or more
indentures supplemental hereto which shall set forth the information required by
Section 3.01. Unless otherwise provided as contemplated by Section 3.01 with
respect to the Debt Securities of any series, the Debt Securities of each series
shall be issuable in bearer form and represented by a Permanent Global Security.
If so provided as contemplated by Section 3.01, the Debt Securities of a series
shall be issuable in whole or in any part (a) in bearer form, with interest
Coupons attached, (b) in registered and bearer form or (c) in the form or one or
more Global Securities.

         Each Bearer Security and Coupon not represented by a Permanent Global
Security shall bear a legend to the following effect: "Any United States Person
who holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Sections 165(j) and
1287(a) of the Internal Revenue Code."

                  Section 2.03. Form of Trustee's Certificate of Authentication.
The form of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Debt Securities of a series issued under
the within-mentioned Indenture.

                                            The Bank of New York
                                            as Trustee

                                            By
                                              ----------------------------------
                                              Authorized Signatory


                  Section 2.04. Form of Trustee's Certificate of Authentication
by an Authenticating Agent.

                  If at any time there shall be an Authenticating Agent
appointed with respect to any series of Debt Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent to be borne by the
Debt Securities of each such series shall be substantially as follows:

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Debt Securities of a series issued under
the within-mentioned Indenture.

                                            The Bank of New York
                  as Trustee

                                            By
                                              ----------------------------------
                  Authenticating Agent

                                            By

                  Authorized Signatory


<PAGE>
                                 ARTICLE THREE

                              THE DEBT SECURITIES

                  Section 3.01. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Debt Securities that may be authenticated and
delivered under this Indenture is unlimited.

                  The Debt Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Debt Securities of any series:

                  (1) the title of the Debt Securities of the series (which
         shall distinguish the Debt Securities of such series from all other
         Debt Securities);

                  (2) the limit, if any, upon the aggregate principal amount of
         the Debt Securities of the series that may be authenticated and
         delivered under this Indenture (except for Debt Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Debt Securities of the series
         pursuant to Section 3.04, Section 3.05, Section 3.06, Section
         9.06 Section 11.06 or Section 11.07);

                  (3) the dates on which or periods during which the Debt
         Securities of the series may be issued, and the dates, if any, on
         which, or the range of dates, if any, within which, any principal (and
         premium, if any) in respect of the Debt Securities of such series is or
         may be payable or that Debt Securities of such series will be
         perpetual;

                  (4) the rate or rates, if any, or the method of determination
         thereof at which the Debt Securities of the series shall bear interest,
         if any, the date or dates, if any, from which such interest shall
         accrue, the Interest Payment Dates, if any, on which such interest
         shall be payable and in the case of Registered Securities, the Regular
         Record Dates for the interest payable on such Interest Payment Dates;

                  (5) the periods within which or the dates on which, the prices
         at which and the terms and conditions upon which Debt Securities of the
         series may be redeemed, if any, in whole or in part, at the option of
         the Company or otherwise;

                  (6) whether the Debt Securities of the series are to be issued
         as Discount Debt Securities and the amount of the discount at which
         such Discount Debt Securities may be issued;

                  (7) the place or places where any principal, premium or
         interest in respect of Debt Securities of the series shall be payable;

                  (8) whether payments are subject to a Solvency Condition;

                  (9) whether there are any other conditions to which payments
         with respect to such Debt Securities are subject;

                  (10) provisions, if any, for the discharge and defeasance of
         Debt Securities of the series;

                  (11) whether the Debt Securities of the series are to be
         issued as Registered Securities or Bearer Securities or both, and, if
         Bearer Securities are issued, whether Coupons will be attached thereto,
         whether Bearer Securities of the series may be exchanged for Registered
         Securities of the series and the circumstances under which and the
         places at which any such exchange, if permitted, may be made;

                  (12) if any Debt Securities of the series are to be issued as
         Bearer Securities or as one or more Global Debt Securities representing
         individual Bearer Securities of the series, (a) whether the provisions
         of Section 10.04 and Section 11.08 or other provisions for payment of
         additional interest or tax redemptions shall apply and, if other
         provisions shall apply, such other provisions; provided, however, that
         no such other provisions shall, without the consent of the Trustee,
         impose material additional burdens on the Trustee not contemplated by
         this Indenture; (b) whether interest in respect of any portion of a
         temporary Global Security of the series (delivered pursuant to Section
         3.04) payable in respect of any Interest Payment Date prior to the
         exchange of such temporary Global Security for a permanent Global
         Security or for a definitive Bearer Security of the series shall be
         paid to any clearing organization or other Person entitled to interest
         payable on such Interest Payment Date with respect to the portion of
         such temporary Global Security held for its account and the terms and
         conditions (including any certification requirements) upon which any
         such interest payment will be made; and (c) the terms upon which a
         temporary Global Security may be exchanged for a permanent Global
         Security or for a definitive Bearer Security of the series, provided,
         that if no terms are specified upon which a temporary Global Security
         may be exchanged for a definitive Bearer Security, such temporary
         Global Security shall, if exchangeable at all, only be exchangeable for
         a definitive Debt Security in registered form;

                  (13) whether any Debt Securities of the series are to be
         issued in whole or in part in the form of one or more Global
         Securities, provided, that if not so specified, Debt Securities shall
         be issued in whole in the form of one or more Global Securities; and,
         in the case of Debt Securities to be issued in whole in the form of one
         or more Global Securities, the Depositary for such Global Security or
         Debt Securities and the terms and conditions, if any, upon which
         interests in such Global Security or Debt Securities may be exchanged
         in whole or in part for the individual Debt Securities represented
         thereby, provided, that if no terms are specified for such exchange, a
         Global Security or Debt Security shall, if exchangeable at all, only be
         exchangeable for an individual Debt Security in registered form;

                  (14) the denominations in which Debt Securities of the series,
         if any, shall be issuable, if other than denominations as provided in
         Section 3.02;

                  (15) if other than the principal amount thereof, the portion
         of the principal amount of Debt Securities of the series that shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 5.02;

                  (16) the currency or currencies of denomination of Debt
         Securities of the series, which may be Dollars or any Foreign Currency;

                  (17) the currency or currencies in which payment of any
         principal of (and premium, if any, on) or interest on the Debt
         Securities of the series may be made, and the currency or currencies,
         if any, in which payment of any principal of (and premium, if any, on)
         or interest on Debt Securities of the series may, at the election of
         Holders thereof, also be payable, and the Exchange Rate Agent, if any,
         designated for the Debt Securities of the series;

                  (18) if payments of any principal, premium or interest in
         respect of Debt Securities of the series may, at the election of the
         Holders, be made in a Foreign Currency other than the Foreign Currency
         in which such Debt Securities are denominated or stated to be payable,
         the periods within which, and the terms and conditions upon which, such
         election may be made and the time and the manner of determining the
         exchange rate between the currency in which such Debt Securities are
         denominated or stated to be payable and the currency in which such
         amounts are to be paid pursuant to such election;

                  (19) whether any Debt Securities of the series are to be
         issued as Indexed Securities and, if so, the manner in which the
         principal of (and premium, if any, on) or interest thereon shall be
         determined and the amount payable upon acceleration under Section 5.02
         and any other terms in respect thereof;

                  (20) any restrictive covenants provided for with respect to
         Debt Securities of the series;

                  (21) any other Events of Default;

                  (22) whether the Debt Securities of the series shall be
         convertible or exchangeable at the option of the Company for any other
         securities to be delivered by the Company pursuant to Article Thirteen
         (any such exchange being referred to herein as the "Exchange" and any
         such conversion being referred to herein as the "Conversion"; the date
         of such exchange or conversion being referred to as the "Event Date";
         the securities to be delivered by the Company in exchange for such Debt
         Securities being referred to as "Exchange Securities" and the
         securities to be delivered by the Company upon the conversion of such
         Debt Securities being referred to as "Conversion Securities") and, if
         so, the nature of the Exchange Securities or Conversion Securities, as
         the case may be, and any additional or other provisions relating to
         such Exchange or Conversion; and

                  (23) any other terms of the series (which terms shall not
         adversely affect any prior series of Debt Securities or be inconsistent
         with the provisions of the Trust Indenture Act).

                  All Debt Securities of any one series and the Coupons
appertaining to Bearer Securities of such series, if any, shall be substantially
identical except as may otherwise be provided in or pursuant to such Board
Resolution and set forth in such Officer's Certificate or provided in or
pursuant to any such indenture supplemental hereto. All Debt Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuance of additional Debt Securities of such
series.

                  If any of the terms of the Debt Securities of a 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 appropriate officer
of the Company and delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth the terms of such Debt Securities.

Section 3.02. Denominations. Unless otherwise provided as contemplated by
Section 3.01 with respect to the Debt Securities of any series and except as
provided in Section 3.03, the Registered Securities of each series, if any,
shall be issuable in denominations of $1,000, (euro)1,000 or (pound)1,000 and
any integral multiple thereof and the Bearer Securities of each series, if any,
shall be issuable in denominations of $1,000, $10,000 and $100,000; (euro)1,000,
(euro)10,000 and (euro)100,000 or (pound)1,000, (pound)10,000 and
(pound)100,000.

                  Section 3.03. Execution, Authentication, Delivery and Dating.

                  (a) The Debt Securities and the Coupons appertaining thereto
shall be executed on behalf of the Company by an authorized officer. Such
signature and the attestation, if any, to the affixing of the seal may be in the
form of facsimile signature of any present or any future authorized officer and
may be imprinted or otherwise reproduced on the Debt Securities. The Company may
adopt and use the signatures or facsimile signatures of the persons who shall be
authorized signatories of the Company at the time of execution of the Debt
Securities and any Coupons appertaining thereto, irrespective of the date as of
which the same shall be executed, or of any person who shall have been an
authorized officer of the Company, notwithstanding the fact that at the time the
Debt Securities shall be authenticated and delivered or disposed of such person
shall have ceased to be an authorized officer as the case may be.

                  (b) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver one or more Debt Securities
of any series executed by the Company to the Trustee or the Authenticating Agent
for authentication, together with a Company Order for the authentication and
delivery of such Debt Securities, and the Trustee or the Authenticating Agent in
accordance with the Company Order shall authenticate and deliver such Debt
Securities provided, however, that, in connection with its original issuance, a
Bearer Security not represented by a Permanent Global Security may be delivered
only outside the United States; and provided further that, in connection with
the original issuance of any Bearer Security other than a temporary Global
Security or a Permanent Global Security, unless otherwise delivered by the
Company on advice of counsel, neither the Company nor its agent shall deliver
any Bearer Security unless the Company or its agent receives from the person
entitled to delivery of such Bearer Security a certificate substantially in the
form set forth in Exhibit A hereto, dated as of the date of such delivery, and
neither the Company nor its agent has any reason to know that such certificate
is false. If the Company shall establish pursuant to Section 3.01 that the Debt
Securities of any series may be originally issued from time to time, the Trustee
or the Authenticating Agent shall authenticate and deliver Debt Securities of
such series for original issue from time to time in accordance with such
procedures acceptable to the Trustee as may be specified from time to time by
Company Order. Such procedures may authorize authentication and delivery
pursuant to written instructions or instructions via electronic communication
such as telex or facsimile confirmed in writing by guaranteed delivery overnight
courier from the Company or its duly authorized agent. The Trustee shall be
entitled to receive, prior to the authentication and delivery of the Debt
Securities of any series, the supplemental indenture or the Board Resolution by
or pursuant to which the terms and form of such Debt Securities have been
approved (and, if such form is approved pursuant to a Board Resolution, the
Officer's Certificate approving such terms and form), an Officer's Certificate
as to the absence of any event that is, or after notice or lapse of time or both
would become, an Event of Default, and, if requested by the Trustee, an Opinion
of Counsel stating that:

                  (1) all instruments furnished by the Company to the Trustee in
         connection with the authentication and delivery by the Trustee of such
         Debt Securities and Coupons, if any, conform to the requirements of
         this Indenture and constitute sufficient authority hereunder for the
         Trustee to authenticate and deliver such Debt Securities;

                  (2) the forms of such Debt Securities and Coupons, if any,
         have been established in conformity with the provisions of this
         Indenture;

                  (3) the terms of such Debt Securities and Coupons, if any,
         have been established in conformity with the provisions of this
         Indenture;

                  (4) in the event that the forms or terms of such Debt
         Securities and Coupons, if any, have been established in a supplemental
         indenture, the execution and delivery of such supplemental indenture by
         the Company has been duly authorized by all necessary corporate action
         of the Company, such supplemental indenture has been duly executed and
         delivered by the Company and, assuming that the Trustee has satisfied
         those legal requirements that are applicable to it to the extent
         necessary to make such supplemental indenture enforceable against it,
         is a legal, valid, binding and enforceable agreement of the Company,
         subject to applicable bankruptcy, insolvency and similar laws affecting
         creditors' rights generally, and subject, as to enforceability, to
         general principles of equity (regardless of whether enforcement is
         sought in a proceeding in equity or at law);

                  (5) the execution and delivery of such Debt Securities and
         Coupons, if any, have been duly authorized by all necessary corporate
         action of the Company and such Debt Securities and Coupons, if any,
         have been duly executed by the Company and, assuming due authentication
         by the Trustee (or the Authenticating Agent, as the case may be) and
         delivery by the Company are the legal, valid, binding and enforceable
         obligations of the Company entitled to the benefits of the Indenture,
         subject to applicable bankruptcy insolvency and similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         general principles of equity (regardless of whether enforcement is
         sought in a proceeding in equity or at law); and

                  (6) such other matters as the Trustee may reasonably request.

                  Notwithstanding any contrary provision herein, if the Company
shall establish pursuant to Section 3.01 that the Debt Securities of a series
may be originally issued from time to time, it shall not be necessary to deliver
the Board Resolution, Officer's Certificate and Opinion of Counsel otherwise
required pursuant to this Section or Section 1.02 at or prior to the time of
authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Debt Security of such series to be issued but the Trustee shall be entitled to
request and receive copies thereof.

                  (c) Unless the Company specifies pursuant to Section 3.01 that
the Debt Securities of a series will be made available in definitive bearer
form, such Debt Securities shall be issued in the form of one or more Global
Securities in permanent form, and the Company shall execute and the Trustee or
the Authenticating Agent shall, in accordance with this Section and the Company
Order with respect to such series, authenticate and deliver one or more Global
Securities that (i) shall represent and shall be denominated in an aggregate
amount equal to the aggregate principal amount (or, in the case of any Principal
Indexed Security, face amount) of the Outstanding Debt Securities of such series
to be represented by one or more Global Securities and (ii) if in registered
form, shall be registered in the name of the Depositary for such Global Security
or Debt Securities or the nominee of such Depositary and be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instruction; if in
bearer form, shall be delivered to and held by the Depositary in accordance with
the Debt Security Deposit Agreement, dated o.

                  (d) The Trustee shall have the right to decline to
authenticate and deliver any Debt Security under this Section if the Trustee,
upon the advice of counsel, determines that such action may not lawfully be
taken or if the Trustee, by a committee of Responsible Officers, shall determine
in good faith that the authentication and delivery of such Debt Security would
be unjustly prejudicial to Holders of Outstanding Debt Securities.

                  (e) Each Debt Security shall be dated the date of its
authentication.

                  (f) No Debt Security or Coupon attached thereto shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of one of its authorized signatories, and such
certificate of authentication upon any Debt Security shall be conclusive
evidence, and the only evidence, that such Debt Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Except as permitted by Section 3.05 or Section 3.06, neither the
Trustee nor the Authenticating Agent shall authenticate and deliver any Bearer
Security unless all appurtenant Coupons for interest then matured have been
detached and cancelled.

                  Section 3.04. Temporary Debt Securities. If so provided
pursuant to Section 3.01, pending the preparation of a permanent Global Security
or definitive Debt Securities of any series, the Company may execute, and upon
Company Order the Trustee or the Authenticating Agent shall authenticate and
deliver, temporary Debt Securities that are printed, lithographed, typewritten,
photocopied or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Debt Securities in lieu of which they are issued,
in registered form or, if authorized, in bearer form with one or more Coupons or
without Coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Debt Securities and Coupons
may determine to be appropriate, as conclusively evidenced by their execution of
such Debt Securities and Coupons. In the case of Debt Securities of any series,
such temporary Debt Securities may be in global form, representing all or a
portion of the Outstanding Debt Securities of such series.

                  If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. Except as otherwise specified as contemplated by
Section 3.01(12) with respect to a series of Debt Securities issuable as Bearer
Securities or as one or more Global Debt Securities representing individual
Bearer Securities of the series, (i) after the preparation of definitive Debt
Securities of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the
temporary Debt Securities of such series at the office or agency of the Company
in a Place of Payment for such series, without charge to the Holder, except as
provided in Section 3.05 in connection with a transfer and except that a Person
receiving definitive Bearer Securities shall bear the cost of insurance,
postage, transportation and the like unless otherwise specified pursuant to
Section 3.01, and (ii) upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied by any unmatured Coupons
appertaining thereto), the Company shall execute and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange therefor a like
principal amount (or, in the case of any Principal Indexed Security, face
amount), in any authorized denomination or denominations, of definitive Debt
Securities of the same series and of like tenor; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further that neither a permanent Global
Security in bearer form nor a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security unless the Company or its agent
receives a certificate substantially in the form set forth in Exhibit A hereto,
dated as of the date of such exchange, unless such certificate has previously
been provided pursuant to the provisions of the next succeeding paragraph; and
provided further that delivery of a Bearer Security not represented by a
Permanent Global Security shall occur only outside the United States; and
provided further that neither a permanent Global Security in bearer form nor a
definitive Bearer Security will be issued if the Company or its agent has reason
to know that such certificate is false. Until so exchanged, the temporary Debt
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of such series except as
otherwise specified pursuant to Section 3.01 with respect to the payment of any
interest on Debt Securities in temporary form.

                  If any Interest Payment Date with respect to a temporary Debt
Security in bearer form shall occur prior to the exchange described in the
preceding paragraph, any interest payable on such Interest Payment Date shall be
paid only upon the delivery of a certificate substantially in the form set forth
in Exhibit A hereto, dated as of the date the related payment of interest is
made.

                  Upon any exchange of a portion of a temporary Global Security
for a definitive Global Security or for the individual Debt Securities
represented thereby pursuant to this Section 3.04 or Section 3.05, the temporary
Global Security shall be endorsed by the Registrar to reflect the reduction of
the principal amount (or, in the case of any Principal Indexed Security, face
amount) evidenced thereby, whereupon the principal amount (or, in the case of
any Principal Indexed Security, face amount) of such temporary Global Security
shall be reduced for all purposes by the amount so exchanged and endorsed.

                  Section 3.05. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept a register (herein sometimes
referred to as the "Register") in which, subject to such reasonable regulations
as the Company may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. HSBC Bank USA
is hereby appointed "Registrar" for the purpose of registering Debt Securities
and transfers of Debt Securities as herein provided. Unless and until otherwise
determined by the Company, HSBC Bank USA shall act as Registrar and the Register
shall be kept at the office of the Registrar at 452 Fifth Avenue, New York, New
York 10018-2706 (c/o Issuer Services). Such Register shall be in written form or
in any other form capable of being converted into written form within a
reasonable period of time. At all reasonable times the Register shall be open
for inspection by the Company and its duly authorized agents.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained for
such purpose (the "Registration Office"), the Company shall execute, and the
Trustee or the Authenticating Agent shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Registered
Securities of such series, of like tenor and aggregate principal amount (or, in
the case of any Principal Indexed Security, face amount), in any authorized
denomination or denominations.

                  At the option of the Holder, Registered Securities of any
series (other than a Global Security, except as set forth below) may be
exchanged for other Registered Securities of such series of like tenor and
aggregate principal amount (or, in the case of any Principal Indexed Security,
face amount), in any authorized denomination or denominations, upon surrender of
the Registered Securities to be exchanged at the Registration Office. Bearer
Securities may not be delivered by the Trustee, the Authenticating Agent or the
Registrar in exchange for Registered Securities.

                  At the option of the Holder, except as otherwise specified
pursuant to Section 3.01(11) or Section 3.01(13), Bearer Securities of any
series may be exchanged for Registered Securities (if the Debt Securities of
such series are issuable as Registered Securities) or (in the case of Bearer
Securities not represented by a Permanent Global Security) Bearer Securities (if
Bearer Securities of such series are issuable in more than one denomination) of
such series of like tenor and aggregate principal amount (or, in the case of any
Principal Indexed Security, face amount), in any authorized denomination or
denominations, upon surrender of the Bearer Securities to be exchanged at the
Registration Office, with all unmatured Coupons and all matured Coupons in
default or unpresented thereto appertaining; provided, however, that delivery of
a Bearer Security shall occur only outside the United States. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default or unpresented, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company and the Registrar in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company and the Registrar if there be furnished to them
such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided in
Section 10.02, interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at the Registration Office in exchange for
a Registered Security of the same series after the close of business at the
Registration Office on (i) any Regular Record Date and before the opening of
business at the Registration Office on the relevant Interest Payment Date or
(ii) any Special Record Date and before the opening of business at the
Registration Office on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be.

                  Whenever any Debt Securities are so surrendered for exchange,
the Company shall execute, and the Trustee or the Authenticating Agent shall
authenticate and deliver, the Debt Securities that the Holder making the
exchange is entitled to receive.

                  The Company's express election pursuant to Section 3.01(13)
(if any) shall no longer be effective with respect to the Debt Securities of
such series if at any time (1) (i) the Depositary for the Debt Securities of a
series notifies the Company in writing that it is unwilling or unable to
continue as Depositary for the Debt Securities of such series and a successor
Depositary is not appointed by the Company within 90 days of such notification,
(ii) DTC notifies the Depositary that it is unwilling or unable to continue to
hold interests in the Debt Securities or (iii) DTC is unable to or ceases to be
eligible as a clearing agency registered under the Exchange Act and a successor
to DTC registered under the Exchange Act is not appointed by the Depositary at
the written request of the Company within 90 days or (2) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depositary. In any such event the Company will execute, and the Trustee or the
Authenticating Agent, upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series, will authenticate and
deliver, definitive Debt Securities of such series or any portion thereof in an
aggregate principal amount (or, in the case of any Principal Indexed Security,
face amount) equal to the aggregate principal amount (or, in the case of any
Principal Indexed Security, face amount) of the Global Security or Debt
Securities representing such series or portion thereof in exchange for such
Global Security or Debt Securities.

                  The Company may at any time and in its sole discretion
determine that Debt Securities of any series issued in whole or in part in the
form of one or more Global Securities shall no longer be represented by such
Global Security or Global Securities. In such event the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series, will authenticate and
deliver, definitive Debt Securities of such series in an aggregate principal
amount (or, in the case of any Principal Indexed Security, face amount) equal to
the aggregate principal amount (or, in the case of any Principal Indexed
Security, face amount) of the Global Security or Debt Securities representing
such series or portion thereof in exchange for such Global Security or Debt
Securities.

                  Unless otherwise specified by the Company pursuant to Section
3.01 with respect to the Debt Securities of any series, the Depositary for such
series may surrender a Global Security representing Debt Securities of such
series or any portion thereof in exchange in whole or in part for definitive
Debt Securities of such series on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee or
the Authenticating Agent shall authenticate and deliver such Debt Securities to
the Registrar. In turn, the Registrar shall deliver such Debt Securities,
without service charge,

                  (i) to each Person specified by such Depositary a new
         definitive Debt Security or Debt Securities of such series, of like
         tenor and in an aggregate principal amount (or, in the case of any
         Principal Indexed Security, face amount) equal to and in exchange for
         such Person's beneficial interest in the Global Security, in any
         authorized denomination or denominations; and

                  (ii) to such Depositary a new Global Security in a
         denomination equal to the difference, if any, between the principal
         amount (or, in the case of any Principal Indexed Security, face amount)
         of the surrendered Global Security and the aggregate principal amount
         (or, in the case of any Principal Indexed Security, face amount) of the
         definitive Debt Securities delivered to such Persons.

                  In any exchange provided for in any of the preceding two
paragraphs, the Company will execute and the Trustee or the Authenticating Agent
will authenticate and deliver Debt Securities (i) in definitive registered form
in authorized denominations, if the Debt Securities of such series are issuable
as Registered Securities, (ii) in definitive bearer form in authorized
denominations with or without Coupons attached, as applicable, if the Debt
Securities of such series are issuable as Bearer Securities or (iii) as either
Registered Securities or Bearer Securities, if the Debt Securities of such
series are issuable in either form; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Global Security unless
the Company or its agent shall have received from the person entitled to receive
the definitive Bearer Security a certificate substantially in the form set forth
in Exhibit A hereto; and provided further that delivery of a Bearer Security
shall occur only outside the United States; and provided further that no
definitive Bearer Security will be issued if the Company has reason to know that
such certificate is false.

                  Upon the exchange in whole of a Global Security for the
definitive Debt Securities represented thereby, such Global Security shall be
cancelled by the Trustee or delivered to the Trustee for cancellation.
Registered Securities issued in exchange for a Global Security or any portion
thereof pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security shall
instruct the Trustee and the Registrar. The Registrar shall deliver such
Registered Securities to the Persons in whose names such Registered Securities
are so registered.

                  The Registrar shall deliver Bearer Securities issued in
exchange for a Global Security or any portion thereof pursuant to this Section
to the Persons, and in such authorized denominations, as the Depositary for such
Global Security, shall instruct the Registrar; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary Global
Security unless the Company or its agent shall have received from the person
entitled to receive the definitive Bearer Security a certificate substantially
in the form set forth in Exhibit A hereto; and provided further that delivery of
a Bearer Security shall occur only outside the United States; and provided
further that no definitive Bearer Security will be issued if the Company has
reason to know that such certificate is false.

                  Notwithstanding any other provision in this Indenture, unless
express provision is made otherwise under Section 3.01 hereof, Global Notes
shall, if exchangeable at all, only be exchangeable, in whole or in part, for
definitive Debt Securities in registered form.

                  Interests in a Permanent Global Security may be exchanged for
definitive Registered Securities of the same series if the Holder of such
Permanent Global Security notifies the Company in writing that the owner of a
beneficial interest in such Permanent Global Security has requested in writing
to the Holder, in accordance with the instructions of the Holder, that
definitive Registered Securities be issued to such owner in respect thereof. In
such event the Company will execute, and the Trustee or the Authenticating
Agent, upon receipt of a Company Order for the authentication and delivery of
definitive Registered Securities of such series will authenticate and deliver
such definitive Registered Securities. Any such definitive Registered Securities
so issued shall be registered in the name of such Person or Persons as the
Holder shall instruct the Trustee and the Registrar in writing. Upon the
exchange in whole or in part of a Permanent Global Security for definitive
Registered Securities in corresponding aggregate principal amount, such
Permanent Global Security shall be delivered to the Trustee for cancellation, in
the case of an exchange in whole, or reduction, in the case of an exchange in
part.

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

                  Every Registered Security presented or surrendered for
registration of transfer or for exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee 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 Debt 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 transfer, registration of transfer or exchange of
Debt Securities, other than exchanges pursuant to Section 3.04, Section 11.06 or
Section 11.07 not involving any transfer.

                  Neither the Company, the Trustee or the Authenticating Agent,
as appropriate, shall be required (i) during the period beginning at the opening
of business 15 days before the day on which a notice of redemption of Debt
Securities of any series selected for redemption under Section 11.04 is mailed
and ending at the close of business on the day of such mailing, to issue,
register the transfer of or exchange any Registered Security of such series
having the same original issue date and terms as the Debt Securities so selected
for redemption or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Registered Security being redeemed in part, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series (if the Debt
Securities of such series are issuable as Registered Securities), provided that
such Registered Security shall be immediately surrendered for redemption with
written instructions for payment consistent with the provisions of this
Indenture.

                  Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt
Securities. If (i) any mutilated Debt Security or a Bearer Security with a
mutilated Coupon appertaining to it is surrendered to the Trustee or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or Coupon, and there is
delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Debt Security or Coupon has been
acquired by a bona fide purchaser, the Company shall execute, and upon its
written request the Trustee or the Authenticating Agent shall authenticate and
deliver, in exchange for any such mutilated Debt Security or a Bearer Security
with a mutilated Coupon appertaining to it or to which a destroyed, lost or
stolen Coupon appertains (with all appurtenant Coupons not destroyed, lost or
stolen) or in lieu of any such destroyed, lost or stolen Debt Security, a new
Debt Security of the same series and of like tenor and aggregate principal
amount (or, in the case of any Principal Indexed Security, face amount), bearing
a number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Debt Security or
to the Debt Security to which such destroyed, lost or stolen Coupon appertains;
provided, however, that delivery of a Bearer Security shall occur only outside
the United States.

                  In case any such mutilated, destroyed, lost or stolen Debt
Security or Coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Debt Security, pay such Debt
Security or Coupon; provided, however, that payment of any principal of (and
premium, if any, on) or interest on Bearer Securities not represented by a
Permanent Global Security shall, except as otherwise provided in Section 10.02,
be payable only at an office or agency located outside the United States; and
provided further that, with respect to any such Coupon, interest represented
thereby (but not any additional amount payable as provided in Section 10.04)
shall be payable only upon presentation and surrender of the Bearer Security to
which such Coupon appertains.

                  Upon the issuance of any new Debt Security or Coupon 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 Debt Security of any series, with its Coupons, if
any, issued pursuant to this Section in lieu of any destroyed, lost or stolen
Debt Security, or in exchange for a Bearer Security to which a destroyed, lost
or stolen Coupon appertains shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security and its Coupons, if any, shall be at any time enforceable by anyone,
and any such new Debt Security and its Coupons, if any, or the destroyed, lost
or stolen Coupon shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Debt Securities of that series and
their Coupons, if any, 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 Debt
Securities or Coupons.

                  Section 3.07. Payment of Interest; Interest Rights Preserved.
Interest, if any, in respect of any Registered 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 Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                  Payment of interest, if any, in respect of any Registered
Security or any Permanent Global Security may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Register, or by wire transfer or transfer by any other means to an account
designated in writing by such Person to the Paying Agent at least 15 days prior
to such payment date or by any other means specified pursuant to Section 3.01.

                  Interest in respect of any Bearer Security with Coupons that
is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Holder of the Coupon that has matured on such Interest
Payment Date upon surrender of such Coupon on such Interest Payment Date at the
Place of Payment outside the United States specified pursuant to Section 3.01.
                  Interest, if any, in respect of any Bearer Security without
Coupons that is payable and is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Holder of the Bearer Security upon
presentation of such Bearer Security and notation thereon on such Interest
Payment Date at the Place of Payment outside the United States specified
pursuant to Section 3.01.

                  Any interest in respect of Registered Securities or any
Permanent Global 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 Holders thereof
on the relevant Regular Record Date by virtue of their having been such Holders;
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 such Defaulted
         Interest to the Persons in whose names such Registered Securities (or
         their respective Predecessor Debt 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 Paying Agent and the Trustee in writing of the
         amount of Defaulted Interest proposed to be paid on each such
         Registered Security and the date of the proposed payment, and at the
         same time the Company shall deposit with the Paying Agent 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 and the Paying Agent 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 and shall fix a Special Record Date for the payment of
         such Defaulted Interest, which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee and the Paying Agent
         of the notice of the proposed payment. Unless the Trustee is acting as
         the Registrar, promptly after such Special Record Date, the Company
         shall furnish the Trustee with a list, or shall make arrangements
         satisfactory to the Trustee with respect thereto, of the names and
         addresses of, and respective principal amounts (or, in the case of any
         Principal Indexed Security, face amount) of such Registered Securities
         held by, the Holders appearing on the Register at the close of business
         on such Special Record Date. In the name and at the expense of the
         Company, the Trustee 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 such Registered
         Securities at his address as it appears in the 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 mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names such Registered Securities (or their
         respective Predecessor Debt 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). In case a Bearer Security of any
         series is surrendered at the office or agency in a Place of Payment for
         such series in exchange for a Registered Security of such series after
         the close of business at such office or agency on any Special Record
         Date and before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be surrendered without the Coupon relating to such
         proposed date of payment, and Defaulted Interest will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in exchange for such Bearer Security, but will be payable only
         to the Holder of such Coupon when due in accordance with the provisions
         of this Indenture.

                  (2) The Company may make payment of any Defaulted Interest on
         Registered Securities of any series or any Permanent Global Security in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Registered 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 Debt
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Debt Security shall carry the rights to
interest, if any, accrued and unpaid, and to accrue, that were carried by such
other Debt Security.

                  Section 3.08. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee,
the Registrar and the Paying Agent and any agent of the Company, the Trustee,
the Registrar or the Paying Agent may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of any principal, premium or (subject to
Section 3.07) interest in respect of such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee, the Registrar, the Paying Agent nor any agent
of the Company, the Registrar, the Paying Agent or the Trustee shall be affected
by notice to the contrary.

                  The Company, the Trustee and any agent of the Company or the
Trustee shall treat the bearer of any Bearer Security and the bearer of any
Coupon as the absolute owner of such Bearer Security or Coupon for the purpose
of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or Coupon be overdue, and
neither the Company or the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  None of the Company, the Trustee, any Paying Agent or the
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in any Global Security or Permanent Global Security or for
maintaining, supervising or reviewing any records relating to such payments or
beneficial ownership interests.

Section 3.09. Cancellation. Unless otherwise specified pursuant to Section 3.01
above with respect to the Debt Securities of any series, all Debt Securities and
Coupons surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be promptly
cancelled and delivered to the Trustee. The Company may at any time deliver to
the Trustee for cancellation any Debt Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Debt Securities so delivered shall be promptly cancelled by the Trustee.
No Debt Securities shall be authenticated in lieu of or in exchange for any Debt
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Debt Securities and Coupons held by the Trustee
shall be destroyed and certification of their destruction delivered to the
Company unless by a Company Order the Company shall direct that the cancelled
Debt Securities or Coupons be returned to it.

                  Section 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.01 with respect to the Debt Securities of
any series, any interest on the Debt Securities of each series, which is not
denominated in Euro, shall be computed on the basis of a 360-day year of twelve
30-day months. Interest on Debt Securities of each series denominated in Euro
will be computed on the basis of the actual number of days in the calculation
period divided by 365 (or, if any portion of that calculation period falls in a
leap year, the sum of (a) the actual number of days in that portion of the
calculation period falling in a leap year, divided by 366 and (b) the actual
number of days in that portion of the calculation period falling in a non-leap
year, divided by 365).

                  Section 3.11. Payment in Currencies. (a) Payment of any
principal (and premium, if any) or interest in respect of the Debt Securities of
any series shall be made in the currency or currencies specified pursuant to
Section 3.01 with respect to the Debt Securities of such series; provided that,
if so specified pursuant to Section 3.01, the Holder of such series may elect to
receive such payment in Dollars or in any other currency designated for such
purpose pursuant to Section 3.01. A Holder may make such election by delivering
to the Paying Agent (with a copy to the Trustee) a written notice thereof,
substantially in the form attached hereto as Exhibit B or in such other form as
may be acceptable to the Paying Agent, not later than the close of business on
the Regular Record Date or Special Record Date immediately preceding the
applicable Interest Payment Date or the fifteenth day immediately preceding the
Maturity, if any, of any principal, as the case may be. Such election shall
remain in effect with respect to such Holder until such Holder delivers to the
Paying Agent (with a copy to the Trustee), a written notice substantially in the
form attached hereto as Exhibit B or in such other form as may be acceptable to
the Paying Agent specifying a change in the currency in which such payment is to
be made; provided that any such notice must be delivered to the Paying Agent
(with a copy to the Trustee) not later than the close of business on the Regular
Record Date or Special Record Date immediately preceding the next Interest
Payment Date or the fifteenth day immediately preceding the Maturity, if any, of
any principal, as the case may be, in order to be effective for the payment to
be made thereon; and provided further that no such change in currency may be
made with respect to payments to be made on any Registered Security with respect
to which notice of redemption has been given by the Company pursuant to Article
Eleven.

                  (b) Except as otherwise specified pursuant to Section 3.01
with respect to the Debt Securities of any series, the Paying Agent shall
deliver to the Company, the Trustee and the Exchange Rate Agent, if any, not
later than the fourth Business Day after the Regular Record Date or Special
Record Date with respect to an Interest Payment Date or the tenth day
immediately preceding the Maturity, if any, of any principal, as the case may
be, with respect to Debt Securities of any series, a written notice specifying,
in the currency or currencies in which such Debt Securities are denominated, the
aggregate amount of any principal (and premium, if any) or interest or such Debt
Securities to be paid on such payment date. If payments on any such Debt
Securities are designated to be made in a currency other than the currency in
which such Debt Securities are denominated, or if at least one Holder of a
Registered Security has made the election referred to in Subsection (a) above
with respect to such Debt Securities, then the written notice referred to in the
preceding sentence shall also specify, in each currency in which payment with
respect to such Debt Securities is to be made pursuant to said Subsection (a),
the amount of any principal, premium or interest in respect of such Debt
Securities to be paid in such currency on such payment date; provided that for
purposes of such written notice, the Trustee shall be entitled to rely on any
exchange rate information provided to it in writing or via electronic
communication such as telex or facsimile by the Exchange Rate Agent.

                  (c) The Exchange Rate Agent shall deliver, not later than the
sixth Business Day following each Regular Record Date or Special Record Date or
the fifth day immediately preceding the Maturity, if any, of any principal, as
the case may be, to the Trustee, the Paying Agent and the Company an Exchange
Rate Agent's Certificate in respect of the Dollar or Foreign Currency payments
to be made on such payment date. Except as otherwise specified pursuant to
Section 3.01 with respect to the Debt Securities of any series, the amount
receivable by Holders of Registered Securities of any series who have elected
payment as provided in Subsection (a) above in a currency other than the
currency in which such Registered Securities are denominated shall be determined
by the Exchange Rate Agent on the basis of the applicable Exchange Rate set
forth in the applicable Exchange Rate Agent's Certificate.

                  (d) Except as otherwise specified pursuant to Section 3.01
with respect to the Debt Securities of any series, if the Foreign Currency in
which Registered Securities of any series are denominated ceases to be used both
by the government of the country issuing such Foreign Currency and for the
settlement of transactions by public institutions of or within the international
banking community, then, with respect to each date for the payment of any
principal (and premium, if any) or interest in respect of such Debt Securities
and any Coupons appertaining thereto occurring after the final date on which
such Foreign Currency was so used, all payments in respect of such Debt
Securities and any Coupons appertaining thereto shall be made in Dollars;
provided that payment to a Holder of such a Registered Security shall be made in
a different Foreign Currency if that Holder has elected or elects payment in
such Foreign Currency as provided for by Subsection (a) above. If payment is to
be made in Dollars to Holders of any such Debt Securities or Coupons pursuant to
the provisions of the preceding sentence, then the amount to be paid in Dollars
on a payment date by the Company to the Paying Agent (who shall promptly notify
the Trustee) and by the Paying Agent (who shall promptly notify the Trustee) to
such Holders shall be determined by the Paying Agent (who shall promptly notify
the Trustee of such determinations) as of the Regular Record Date or Special
Record Date with respect to such Interest Payment Date or the fifteenth day
immediately preceding the Maturity, if any, of any principal, as the case may
be, and shall be equal to the sum obtained by converting the specified Foreign
Currency into Dollars at the Exchange Rate on the last such Record Date on which
such Foreign Currency was so used in either such capacity.

                  (e) All decisions and determinations of the Paying Agent
regarding conversion of any Foreign Currency into Dollars pursuant to Subsection
(d) above or as specified pursuant to Section 3.01 with respect to the Debt
Securities of any series shall, in the absence of manifest error, be conclusive
for all purposes and irrevocably binding upon the Company and all Holders of the
Debt Securities. If a Foreign Currency in which payment in respect of Debt
Securities of any series may be made, pursuant to Subsection (a) above, ceases
to be used both by the government of the country issuing such currency and for
the settlement of transactions by public institutions of or within the
international banking community, the Company after learning thereof will give
notice thereof to the Trustee and the Paying Agent immediately (and the Paying
Agent promptly thereafter will give notice to the Holders of such Debt
Securities in the manner provided in Section 1.06) specifying the last date on
which such Foreign Currency was used for the payment of any principal, premium
or interest in respect of such Debt Securities. The Trustee and the Paying Agent
shall be fully justified and protected in relying conclusively and acting upon
the information so received by it from the Company and shall not otherwise have
any duty or obligation to determine such information independently.

                  Section 3.12. Certification by a Person Entitled to Delivery
of a Bearer Security. Whenever any provision of this Indenture or a Debt
Security contemplates that certification be given by a Person entitled to
delivery of a Bearer Security, such certification shall be provided
substantially in the form of Exhibit A hereto as such form may be modified
pursuant to a Board Resolution, with only such changes as shall be approved by
the Company.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  Section 4.01. Satisfaction and Discharge. If so specified
pursuant to Section 3.01, this Indenture, with respect to the Debt Securities of
any series payable only in Dollars (if all series of Debt Securities issued
under this Indenture are not to be affected) shall upon Company Request cease to
be of further effect (except as to any surviving rights of registration of
transfer or exchange of such Debt Securities herein expressly provided for) and
the Trustee, at the expense of the Company, shall execute proper instruments, in
a form satisfactory to the Company and the Trustee, acknowledging satisfaction
and discharge of this Indenture, when

                  (1) either

                    (A) all Debt Securities of such series theretofore
               authenticated and delivered and all Coupons appertaining thereto
               (other than (i) Coupons appertaining to Bearer Securities
               surrendered in exchange for Registered Securities and maturing
               after such exchange, surrender of which is not required or has
               been waived as provided in Section 3.05, (ii) Debt Securities and
               Coupons of such series that have been destroyed, lost or stolen
               and that have been replaced or paid as provided in Section 3.06,
               (iii) Coupons appertaining to Bearer Securities of such series
               called for redemption and maturing after the relevant Redemption
               Date, surrender of which has been waived as provided in Section
               11.06 and (iv) Debt Securities and Coupons of such series 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 10.03) have been delivered to the Trustee for
               cancellation; or

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

                         (i)  have become due and payable,

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

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

                    and the Company, in the case of (i), (ii) or (iii) above,
                    has irrevocably deposited or caused to be deposited with the
                    Trustee as trust funds in trust for the purpose (i) Dollars
                    in an amount, (ii) U.S. Government Obligations that through
                    payment of interest and principal in respect thereof in
                    accordance with their terms will provide, not later than the
                    due date of any payment in an amount or (iii) any
                    combination of (i) and (ii) in an amount sufficient to pay
                    and discharge the entire indebtedness on such Debt
                    Securities and Coupons for any principal (and premium, if
                    any) or interest to the date of such deposit (in the case of
                    Debt Securities and Coupons which have become due and
                    payable) or to the Stated Maturity or Redemption Date or
                    Event Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company in respect of the Debt Securities of
         such series; and

                  (3) the Company has delivered to the Trustee an Officer's
         Certificate and, if the Trustee so requests, 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 6.07 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 4.02 and the last
paragraph of Section 10.03 shall survive. The Company's rights and obligations
under this Section 4.01 shall be subject to the consent of the Financial
Services Authority, if required.

                  Section 4.02. Application of Trust Money. Subject to the
provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Debt Securities, the Coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Persons entitled
thereto, of any principal (and premium, if any) and interest, if any, for which
payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

                  Section 5.01. Events of Default. Unless otherwise specified
pursuant to Section 3.01 "Event of Default", wherever used herein with respect
to Debt Securities of any series, means any one of the following events:

                  (i) the making or entry of any order by an English court which
         is not successfully appealed within 30 days after the date such order
         was made or entered for the winding up of the Company, or

                  (ii) the valid adoption by the shareholders of the Company, of
         any effective resolution for the winding up of the Company in either
         case other than in connection with a scheme of amalgamation or
         reconstruction not involving bankruptcy or insolvency.

                  Section 5.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Debt Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the
Trustee may, or if so requested by the Holders of not less than 25% in principal
amount of the Outstanding Debt Securities of that series, shall declare the
principal amount (or such other amount as is specified pursuant to Section 3.01)
together with the accrued but unpaid interest (or in the case of Discount Debt
Securities, the accreted face amount together with accrued interest, if any, or,
in the case of Indexed Securities, the amount specified pursuant to Section
3.01) of all of the Debt 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.

                  At any time after such a declaration of acceleration with
respect to Debt 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 Debt 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) the principal of (and premium, if any, on) any Debt
               Securities of such series which have become due and payable
               otherwise than by such declaration of acceleration and any due
               and payable interest, and overdue interest, if any, thereon at
               the rate or rates prescribed therefor in such Debt Securities;
               and

                    (B) 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 the Debt Securities
         of such series have been remedied.

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

                  Section 5.03. Defaults; Collection of Indebtedness and Suits
for Enforcement by Trustee. Unless otherwise provided and contemplated pursuant
to Section 3.01 with respect to the Debt Securities of any series, "Default",
wherever used herein, means any one of the following events (whatever the reason
for such Default and whether it shall be voluntary or involuntary or be effected
by operation of law pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (1) the Company fails to pay any interest upon any Debt
         Security or any related Coupon and such default continues for 14 days;
         or

                  (2) the Company fails to pay the principal of (or premium, if
         any, on) any Debt Security of any series at its Maturity and such
         failure is continued for seven days;

                  provided that, if the Company does not pay any installment of
interest on the pertinent Interest Payment Date or all or any part of principal
at Maturity, the obligation to make such payment and such Interest Payment Date
or Maturity, as the case may be, shall be deferred until (i) in the case of a
payment of interest, the date upon which a dividend is paid on any class of
share capital of the Company and (ii) in the case of a payment of principal, the
first Business Date after the date that falls six months after the original
Maturity. Failure by the Company to make any such payment prior to such deferred
Interest Payment Date or Maturity shall not constitute a default by the Company
or otherwise allow any Holder to sue the Company for such payment or to take any
other action. Any payment so deferred shall not be treated as due for any
purpose (including, without limitation, for the purposes of ascertaining whether
or not a Default has occurred) until the deferred Interest Payment Date or
Maturity, as the case may be.

                  If a Default occurs, the Trustee may, to enforce the
obligations of the Company, institute proceedings in England (but not elsewhere)
for the winding up of the Company, provided that the Trustee may not, upon the
occurrence of a Default, unless an Event of Default has occurred and is
continuing, accelerate the Maturity of any of the Outstanding Debt Securities.

                  Notwithstanding the foregoing, failure to make any payment in
respect of the Debt Securities shall not be a Default in respect of such Debt
Securities if such payment is withheld or refused, (i) in order to comply with
any fiscal or other law or regulation or with the order of any court of
competent jurisdiction, in each case applicable to such payment or (ii) in case
of doubt as to the validity or applicability of any such law, regulation or
order, in accordance with advice given with respect to validity or applicability
of such law, regulation or order at any time during said period of 14
Days (in the case of payments under Clause (1) above) or seven Days (in
the case of payments under Clause (2) above) by independent legal advisers
acceptable to the Trustee, provided, however, that the Trustee may by notice to
the Company require the Company to take such action (including but not limited
to proceedings for a declaration by a court of competent jurisdiction) as the
Trustee may be advised in an opinion of counsel, upon which opinion the Trustee
may conclusively rely, is appropriate and reasonable in the circumstances to
resolve such doubt, in which case the Company shall forthwith take and
expeditiously proceed with such action and shall be bound by any final
resolution of the doubt resulting therefrom. If any such resolution determines
that the relevant payment can be made without violating any applicable law,
regulation or order then the provisions of the preceding sentence shall cease to
have effect and such payment shall become due and payable on the expiration of
14 Business Days (in the case of payments under Clause (1) above) or seven
Business Days (in the case of payments under Clause (2) above) after the Trustee
gives written notice to the Company informing it of such resolution.

                  Section 5.04. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company or any other obligor upon the Debt
Securities of a particular series or any related Coupons or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether any principal in respect of such Debt 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 any 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 any
         principal (and premium, if any) or interest owing and unpaid with
         respect to the Debt Securities of such series and any appurtenant
         Coupons 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

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such 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 6.07.

                  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
Debt Securities or Coupons 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.

                  The provisions of this Section 5.04 are subject to the
provisions of Article Twelve.

                  Section 5.05. Trustee May Enforce Claims Without Possession of
Debt Securities or Coupons. All rights of action and claims under this
Indenture or the Debt Securities or Coupons may be prosecuted and enforced by
the Trustee without the possession of any of the Debt Securities or Coupons 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 Debt Securities and Coupons in respect of which such judgment
has been recovered.

                  Section 5.06. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall, subject to the
provisions of Article Twelve, 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 any principal, premium or interest, upon presentation of the Debt
Securities or any Coupons, or both, as the case may be, 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 to the Trustee under
         Section 6.07;

                  SECOND: To the payment of the amounts then due and unpaid for
         any principal of (and premium, if any, on) or interest on the series of
         Debt Securities and any appurtenant Coupons, 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 series of Debt Securities and any appurtenant Coupons
         for any principal (and premium, if any) or interest, respectively; and

                  THIRD: The balance, if any, to the Company or other Person or
         Persons entitled thereto.

                  Section 5.07. Limitation on Suits. No Holder of any Debt
Security of any series and any appurtenant Coupons 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 or Default with respect to the
         Debt Securities of such series;

                  (2) the Holders of not less than a majority in aggregate
         principal amount (or, in the case of any Principal Indexed Security,
         face amount) of the Outstanding Debt Securities of such series have
         made written request to the Trustee to institute proceedings in respect
         of such Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity satisfactory to the Trustee 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 received by the Trustee during such 60-day period from the Holders
         of a majority in aggregate principal amount (or, in the case of any
         Principal Indexed Security, face amount) of the Outstanding Debt
         Securities of such 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 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 5.08. Unconditional Right of Holders to Receive Any
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Debt Security or Coupon shall have the absolute and
unconditional right to receive payment of any principal of (and premium, if any,
on) or (subject to Section 3.07) interest on such Debt Security or payment of
such Coupon on the respective Stated Maturity or Maturities, if any, expressed
in such Debt Security or Coupon (or, in the case of redemption or exchange, on
the Redemption Date or the Event Date, as the case may be) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

                  Section 5.09. 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 the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, 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 5.10. Rights and Remedies Cumulative. Except as
otherwise provided in Section 6.01, 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 5.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Debt Security or Coupon to
exercise any right or remedy accruing upon any Event of Default or Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

                  Section 5.12. Control by Holders of Debt Securities. The
Holders of a majority in aggregate principal amount (or, in the case of any
Principal Indexed Security, face amount) of the Outstanding Debt 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 Debt Securities
of such series, provided that

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

                  (2) subject to the provisions of Section 6.01, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Responsible
         Officers of the Trustee, determine that the proceeding so directed
         would be unjustly prejudicial to the Holders of Debt Securities of such
         series not joining in any such direction; and

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

                  Section 5.13. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount (or, in the case of any Principal
Indexed Security, face amount) of the Outstanding Debt Securities of any series
may, on behalf of the Holders of all the Debt Securities of any such series and
any related Coupons, waive any past event of default or any past default
hereunder with respect to such series and its consequences, except a default

                  (1) in the payment of any principal of (or premium, if any,
         on) or any installment of interest or related deferred payment on any
         Debt Security of such series, or

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

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default or 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.

                  Section 5.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Debt Security or Coupon 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 (or, in the case of any Principal Indexed Security, face amount) of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of any principal of (or premium, if
any, on) or interest on any Debt Security or the payment of any Coupon on or
after the respective Stated Maturity or Maturities, if any, expressed in such
Debt Security or Coupon (or, in the case of redemption or Exchange or Conversion
on or after the Redemption Date or the Event Date, as the case may be).

                                  ARTICLE SIX

                                   THE TRUSTEE

                  Section 6.01. Certain Duties and Responsibilities.

                  (a) With respect to Debt Securities of any series, except
during the continuance of an Event of Default or Default with respect to the
Debt Securities of such series,

                  (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 provisions 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 (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

                  (b) In case an Event of Default or Default with respect to
Debt Securities of any series or any appurtenant Coupons has occurred and is
continuing, the Trustee shall, with respect to the Debt Securities of such
series or any appurtenant Coupons, as the case may be, 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 willful 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; and

                  (3) the Trustee shall not be liable with respect to any action
         taken, suffered or omitted to be taken by it with respect to Debt
         Securities of any series in good faith in accordance with the direction
         of the Holders of a majority in aggregate principal amount of the
         Outstanding Debt Securities of such 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.

                  (d) 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.

                  (e) Notwithstanding any other provision of this Indenture,
under no circumstances shall the Trustee be deemed to have fiduciary obligations
with respect to any Person including, without limitation, Ordinary Creditors,
other than Holders of Debt Securities, as and to the extent provided in this
Indenture.

                  (f) 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 6.02. Notice of Defaults. As soon as practicable after
the receipt of a Deferral Notice and within 90 days after the occurrence of any
Event of Default or Default hereunder with respect to Debt Securities of any
series the Trustee shall give to Holders of Debt Securities of such series in
the manner set forth in Section 1.06 notice of each such Deferral Notice, Event
of Default or Default hereunder known to the Trustee, unless in the case of
notice regarding an Event of Default or Default such Event of Default or Default
shall have been cured or waived; provided, that the Trustee shall be protected
in withholding notice of a Default or an Event of Default if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee reasonably determines that the
withholding of such notice is in the interest of the Holders of Debt Securities
of such series.

                  Section 6.03. Certain Rights of Trustee. Except as otherwise
provided in Section 6.01:

                  (a) the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon, whether in original or
facsimile form, any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
Coupon or 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 and any
resolution of the Board of Directors shall 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 Officer's Certificate;

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

                  (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 of Debt Securities of such series or any related
Coupons pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities that 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, Coupon, 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 at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation;

                  (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;

                  (h) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Debt Securities and this Indenture;

                  (i) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder; and

                  (j) the Trustee may request that the Company deliver an
Officer's Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officer's Certificate may be signed by any person authorized to
sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

                  Section 6.04. Not Responsible for Recitals or Issuance of Debt
Securities. The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, and in any Coupons shall be taken as
the statements of the Company and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series or of any
Coupons. The Trustee shall not be accountable for the use or application by the
Company or any Paying Agent of any Debt Securities or the proceeds thereof.

                  Section 6.05. May Hold Debt Securities or Coupons. The
Trustee, any Paying Agent, the Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Debt
Securities and Coupons, and, subject to Section 6.08 and Section 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Registrar or such other agent.

                  Section 6.06. 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, except that the Trustee shall segregate moneys, funds and
accounts held by the Trustee in one currency or currency unit from any moneys,
funds or accounts in any other currencies or currency units. The Trustee shall
be under no liability for interest on any money received by it hereunder except
as otherwise agreed with the Company.

                  Section 6.07. Compensation and Reimbursement. The Company
agrees:

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

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

                  (3) to indemnify each of the Trustee and any predecessor
         Trustee and their agents for, and to hold it harmless against, any
         loss, liability, claim, damage or expense incurred without negligence
         or bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust or performance of its duties
         hereunder, including the reasonable 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 claim prior to the Debt
Securities and any Coupons upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of any principal
(and premium, if any) or interest in respect of any Debt Securities or Coupons.

                  The accrued obligations of the Company under this Section 6.07
to compensate and indemnify the Trustee for expenses, losses, liabilities,
disbursements and advances shall survive the termination, satisfaction and
discharge of the Indenture, including any termination under any applicable
bankruptcy or similar law or the removal or resignation of the Trustee.

                  Section 6.08. 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.

                  Section 6.09. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder that shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of a
Federal, State, District of Columbia or foreign supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee 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 6.10. Resignation and Removal; Appointment of
Successor. No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

                  The Trustee may resign at any time with respect to the Debt
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee 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 Debt
Securities of such series.

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

                  If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08 with
         respect to the Debt Securities of any series after written request
         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Debt Security of such series for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or a decree
         or order for relief by a court having jurisdiction in the premises
         shall have been entered in respect of the Trustee in an involuntary
         case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or similar law; or a decree or order by a court having
         jurisdiction in the premises shall have been entered for the
         appointment of a receiver, custodian, liquidator, assignee, trustee,
         sequestrator (or other similar official) of the Trustee or of its
         property or affairs, or any public officer shall take charge or control
         of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation, winding up or liquidation, or

                  (4) the Trustee shall commence a voluntary case under the
         Federal bankruptcy laws, as now or hereafter constituted, or any other
         applicable Federal or State bankruptcy, insolvency or similar law or
         shall consent to the appointment of or taking possession by a receiver,
         custodian, liquidator, assignee, trustee, sequestrator (or other
         similar official) of the Trustee or its property or affairs, or shall
         make an assignment for the benefit of creditors, or shall admit in
         writing its inability to pay its debts generally as they become due, or
         shall take corporate action in furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities or (ii) subject to Section 5.14, any
such Holder may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee for
the Debt Securities of such series and the appointment of a successor Trustee.

                  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 Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt 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 Debt Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in aggregate principal
amount of the Outstanding Debt 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, become the successor Trustee
with respect to the Debt Securities of such series, and, to that extent,
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders and shall have accepted appointment in
the manner hereinafter provided, the Trustee or any Holder who has been a bona
fide Holder of a Debt Security of such series for at least six months may,
subject to Section 5.14, 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 Debt Securities of such series.

                  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Register and, if Debt Securities of such
series are issuable as Bearer Securities, by publishing notice of such event
once in an Authorized Newspaper in each Place of Payment located outside the
United States. Each notice shall include the name of the successor Trustee with
respect to the Debt Securities of such series and the address of its Corporate
Trust Office.

                  Section 6.11. Acceptance of Appointment by Successor. In the
case of an appointment hereunder of a successor Trustee with respect to all Debt
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on 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.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Debt Securities of one or more (but not all) series, the
Company, the retiring Trustee upon payment of its charges and each successor
Trustee with respect to the Debt Securities of the relevant 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 to and vest in each successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debt 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 Debt 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 Debt 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 Debt 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 Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

                  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 this Section.

                  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 6.12. 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 of 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 Debt 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 Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of such predecessor
Trustee, with the full force and effect that this Indenture provides for the
certificate of authentication of the Trustee.

                  Section 6.13. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Debt Securities of a series), the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).

                  Section 6.14. Appointment of Authenticating Agent. Upon a
Company Request, the Trustee may appoint an authenticating agent with respect to
the Debt Securities of one or more series (the "Authenticating Agent"), for such
period as the Company shall elect, which will be authorized to act as the
Trustee's agent on the Trustee's behalf to authenticate and deliver the Debt
Securities of such series. Debt Securities of such series authenticated by such
Authenticating Agent shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Trustee. Wherever reference is made in this Indenture to the authentication and
delivery of Debt Securities of any series by the Trustee or to the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by the Authenticating Agent
for such series or the certificate of authentication executed on behalf of such
Trustee by such Authenticating Agent, as the case may be. Such Authenticating
Agent shall at all times meet the eligibility requirements for the Trustee set
forth in Section 6.09.

                  Any corporation into which any 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 any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Debt Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Company, the Trustee or such Authenticating
Agent. Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign with respect to the Debt Securities of one or more series
by giving written notice of resignation to the Trustee and the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of such termination 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 any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section with respect to the
Debt Securities of one or more series, the Trustee shall upon Company Request
appoint a successor Authenticating Agent, and the Company shall provide notice
of such appointment to all Holders of Debt Securities of such series in the
manner and to the extent provided in Section 1.06. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent. The Company
agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  Section 7.01. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee
with respect to the Debt Securities of each series for which the Trustee acts as
Trustee:

                  (a) at least semi-annually, not more than 15 days after each
Regular Record Date in respect of the Debt Securities of such series (or on 30
June and 31 December of each year with respect to the Debt Securities of any
series for which there are no Regular Record Dates or for which there are
different Regular Record Dates for Debt Securities of such series issued on
different dates), a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Registered Securities as of such
Regular Record Date or June 15 or December 16, as the case may be, 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;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished.

                  Section 7.02. Preservation of Information; Communications to
Holders. The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders received by the Trustee in
its capacity as Registrar, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 7.01 upon receipt of a new list so
furnished. The Trustee shall preserve for at least two years from the date of
receipt of the names and addresses of Holders of any Debt Securities filed with
the Trustee, to the extent so filed.

                  (b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a period
of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Debt Securities of a particular series (in which case the applicants must
hold Debt Securities of such series) or with all Holders of Debt Securities with
respect to their rights under this Indenture or under the Debt Securities and
such application is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its
election, either

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 7.02(a), or

                  (ii) inform such applicants as to the approximate number of
         Holders of Debt Securities of such series or of all Debt Securities, as
         the case may be, whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with Section
         7.02(a), and as to the approximate cost of mailing to such Holders the
         form of proxy or other communication, if any, specified in such
         application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Debt Securities or Coupons, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee 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 7.02(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 7.02(b).

                  Section 7.03. Reports by Trustee. (a) 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; provided, however that any
reports required by Section 313(a) of the Trust Indenture Act shall be
transmitted by mail to Holders within 60 days after 15 May of each year
commencing with the year following the first issuance of Debt Securities.

                  (b) 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 Debt Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when any series of Debt Securities is listed
on any stock exchange.

                  Section 7.04. 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 Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is so filed with the Commission. The Trustee shall
make all such reports available for inspection by Holders at its Corporate Trust
Office.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  Section 8.01. Company May Consolidate, etc., Only on Certain
Terms. The Company may, without the consent of Holders of any Debt Securities of
any series outstanding under this Indenture, consolidate or amalgamate with or
merge into any other corporation or convey or sell or transfer or lease its
properties and assets substantially as an entirety to any Person, provided that:

                  (1) the corporation formed by such consolidation or
         amalgamation 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 (i) 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 any
         principal, premium or interest (including all additional amounts, if
         any, payable pursuant to Section 10.04) in respect of all the Debt
         Securities and any related Coupons and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed and (ii) the definition of "Taxing Jurisdiction" shall be
         amended, if applicable, to replace the United Kingdom with the
         jurisdiction in which such successor Person is resident for tax
         purposes;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness that becomes an obligation of the Company, as
         a result of such transaction as having been incurred by the Company at
         the time of such transaction, no Event of Default or Default, and no
         event that, after notice or lapse of time, or both, would become an
         Event of Default or a Default, shall have occurred and be continuing;
         and

                  (3) the Company and the successor Person, have delivered to
         the Trustee an Officer's Certificate and, if so requested by the
         Trustee, an Opinion of Counsel stating that such consolidation, merger,
         conveyance, transfer or lease and, if a supplemental indenture is
         required in connection with such transaction, such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

                  Section 8.02. Successor Person Substituted. Upon any
consolidation or amalgamation with or merger into any other corporation, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.01, the
successor corporation formed by such consolidation or amalgamation or into which
the Company is merged or the successor Person to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor corporation or successor Person had been named as the
Company herein, and thereafter, except in the case of a lease, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Debt Securities and any Coupons.

                  Section 8.03. Assumption of Obligations. With respect to the
Debt Securities of any series, a holding company of the Company or any
subsidiary of the Company (a "successor entity") may assume the obligations of
the Company (or any corporation which shall have previously assumed the
obligations of the Company) for the due and punctual payment of the principal of
(and premium, if any, on), or interest on and any additional amount required to
be paid in accordance with the provisions of the Indenture or the Debt
Securities in respect of the Debt Securities and the performance of each
covenant of the Indenture and the Debt Securities on the part of the Company to
be performed or observed provided, that

                  (1) the successor entity shall expressly assume such
         obligations by an amendment to the Indenture, executed by the Company
         and such successor entity, if applicable, and delivered to the Trustee,
         in form satisfactory to the Trustee, and the Company shall, by
         amendment to the Indenture, unconditionally guarantee all of the
         obligations of such successor entity under the Debt Securities of such
         series and the Indenture as so modified by such amendment (provided,
         however, that, for the purposes of the Company's obligation to pay to
         Holders all Additional Amounts, if any, payable pursuant to Section
         10.04 in respect of the Debt Securities and any related Coupons,
         references to such successor entity's country of organization will be
         added to references to the United Kingdom);

                  (2) such successor entity shall confirm in such amendment to
         the Indenture that such successor entity will pay to the Holders all
         Additional Amounts, if any, payable pursuant to Section 10.04 in
         respect of all the Debt Securities and any related Coupons (provided,
         however, that for these purposes such successor entity's country of
         organization will be substituted for the references to the United
         Kingdom); and

                  (3) immediately after giving effect to such assumption of
         obligations, no Event of Default or Default and no event which, after
         notice or lapse of time or both, would become an Event of Default or
         Default, shall have occurred and be continuing.

                  Upon any such assumption, the successor entity shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with respect to any such Debt Securities with the
same effect as if such successor entity had been named as the Company in this
Indenture, and the Company or any legal and valid successor corporation which
shall theretofore have become such in the manner prescribed herein, shall be
released from all liability as obligor upon any such Debt Securities except as
provided in Clause (1) above.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  Section 9.01. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders of Debt Securities or Coupons, the
Company, when authorized by or pursuant to 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 Person to the
         Company and the assumption by such successor Person of the covenants of
         the Company herein and in the Debt Securities contained;

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Debt Securities or Coupons (and, if
         such covenants are to be for the benefit of less than all series of
         Debt Securities or Coupons, 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;

                  (3) to change or eliminate any restrictions on the payment of
         any principal of (or premium, if any, on) or interest on Bearer
         Securities, to permit Bearer Securities to be issued in exchange for
         Registered Securities or to permit or facilitate the issuance of Debt
         Securities in uncertificated or book-entry form; provided that no such
         action shall adversely affect the interests of the Holders of Debt
         Securities of any series or any related Coupons in any material
         respect; or

                  (4) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall be
         effective only with respect to any series of Debt Securities created
         subsequent to the execution of such supplemental indenture; or

                  (5) to establish the form or terms of Debt Securities of any
         series and any related Coupons as permitted by Section 2.01 and Section
         3.01;

                  (6) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Debt Securities of
         one or more series and to add to, change or eliminate 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 6.11; or

                  (7) to secure the Debt Securities;

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

                  (9) to add, to change or to eliminate any provision of this
         Indenture as shall be necessary or desirable in accordance with any
         amendment to the Trust Indenture Act.

                  Section 9.02. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate
principal amount (or, in the case of any Principal Indexed Security, face
amount) of the Outstanding Debt Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, when
authorized by or pursuant to 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 under this Indenture of
the Holders of such Debt Securities and any related Coupons; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Debt Security or Coupon affected thereby,

                  (1) change the Stated Maturity of any principal or any
         installment of interest or additional amounts payable in respect of any
         Debt Security, or reduce the principal amount (or, in the case of any
         Principal Indexed Security, face amount) thereof or any interest or any
         related deferred payment, or the rate of interest on any of the
         foregoing, thereon or any premium payable upon redemption thereof, or
         additional amounts payable thereon, or change the manner in which the
         amount of any payment of any principal, premium or interest in respect
         of any Indexed Security is determined, or change any obligation of the
         Company to pay any additional amount pursuant to Section 10.04 (except
         as contemplated by Section 8.01(1) and permitted by Section 9.01(1), or
         reduce the amount of the principal of a Discount Debt Security that
         would be due and payable upon an acceleration of the Maturity thereof
         pursuant to Section 5.02, or change any Place of Payment, or change the
         coin or currency in which any principal (and premium, if any,) or any
         interest or any Coupon or any related deferred payment is payable, or
         the rate of interest on any of the foregoing, 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 or exchange, on
         or after the Redemption Date or the Event Date, as the case may be);

                  (2) reduce the percentage of the aggregate principal amount
         (or, in the case of any Principal Indexed Security, face amount) of the
         Outstanding Debt Securities affected thereby, 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;

                  (3) modify any of the provisions of this Section 9.02, Section
         5.13 or Section 10.06, 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 Debt Security affected thereby; provided, however, that
         this clause shall not be deemed to require the consent of any Holder of
         a Debt Security with respect to changes in the references to "the
         Trustee" and concomitant changes in this Section and Section 10.06;

                  (4) change any obligation of the Company to maintain an office
         or agency in the places and for the purposes specified in Section
         10.02; or

                  (5) change in any manner adverse to the interests of the
         Holders of Debt Securities of any series, the subordination provisions
         of the Debt Securities of such series or the terms and conditions of
         the obligations of the Company in respect of the due and punctual
         payment of the principal, premium, if any, interest, any deferred
         payment or the rate of interest on any of the foregoing on the Debt
         Securities of such series.

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

                A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Debt Securities, or that
modifies the rights of the Holders of Debt 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 Debt Securities of any other
series.

                  Section 9.03. 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 6.01) shall be fully protected in relying upon, an Opinion
of Counsel from the Company stating that the execution and delivery of such
supplemental indenture has been duly authorized by all necessary corporate
action, such supplemental indenture has been duly executed and delivered and,
assuming that the Trustee has satisfied those legal requirements that are
applicable to it to the extent necessary to make such supplemental indenture
enforceable against it, is a legal, valid, binding and enforceable agreement of
the Company subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law). The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  Section 9.04. 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 theretofore or
thereafter authenticated and delivered hereunder and of any Coupons appertaining
thereto shall be bound thereby.

                  Section 9.05. Conformity with Trust Indenture Act and
Financial Services Authority Requirements. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act. The Company's rights and obligations under this Article Nine
shall be subject to the consent of the Financial Services Authority, if
required.

                  Section 9.06. Reference in Debt Securities to Supplemental
Indentures. Debt Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in a form satisfactory to the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debt Securities of any series and any
appurtenant Coupons so modified as to conform, in the opinion of the Trustee and
the Board of Directors of the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee or the Authenticating Agent in exchange for Outstanding Debt Securities
of such series and any appurtenant Coupons.

                                  ARTICLE TEN

                                    COVENANTS

                  Section 10.01. Payment of Any Principal, Premium or Interest.
The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant Coupons that it will duly and punctually pay any
principal of (and premium, if any, on) or interest on such Debt Securities and
any appurtenant Coupons in accordance with the terms of such Debt Securities,
any appurtenant Coupons and this Indenture. Any interest due in respect of
Bearer Securities on or before Maturity, other than in respect of Bearer
Securities of a series in global form and other than additional amounts, if any,
payable as provided in Section 10.04 in respect of any principal of (and
premium, if any, on) and interest on such a Security, shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature.

                  No payment of any principal, premium or interest in respect of
Bearer Securities (other than a Permanent Global Security) shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that payment of any principal
of (and premium, if any, on) or interest (including additional amounts payable
in respect thereof) on any such Bearer Security may be made in Dollars at the
specified office of the Paying Agent, if (but only if) payment of the full
amount of such principal, premium, interest or additional amounts at all offices
outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

                  Section 10.02. Maintenance of Office or Agency. The Company
will maintain in the Borough of Manhattan, The City of New York and in each
Place of Payment for any series of Debt Securities an office or agency where
Debt Securities of such series (but, except as otherwise provided below, unless
such Place of Payment is located outside the United States, not Bearer
Securities other than Permanent Global Debt Securities) may be presented or
surrendered for payment (and in any event, at least one such office or agency
outside the United Kingdom), where Debt Securities of such series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Debt Securities of such series
and this Indenture may be served. If Debt Securities of a series are issuable as
Bearer Securities, the Company will maintain, subject to any laws or regulations
applicable thereto, an office or agency in a Place of Payment for such series
that is located outside the United States where Debt Securities of such series
and the related Coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Debt Securities of such series
pursuant to Section 10.04); provided, however, that if the Debt Securities of
such series are listed on the London Stock Exchange plc or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London or Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Debt Securities of such series are
listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any 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 except that Bearer Securities of that
series and the related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Bearer Securities of
that series pursuant to Section 10.04) at the place specified for the purpose
pursuant to Section 3.01, and the Company hereby appoints HSBC Bank USA as
Paying Agent and its agent to receive all such presentations, surrenders,
notices and demands.

                The Company may also from time to time designate one or more
other offices or agencies (in or outside of such Place of Payment) where the
Debt Securities of one or more series and any appurtenant Coupons (subject to
Section 10.01) may be presented or surrendered for any or all of 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 any
series of Debt Securities for such purposes. The Company will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such other office or agency. The Company will at all times
maintain at least one Paying Agent that is located outside the United Kingdom
for each series of Debt Securities.

                The Company undertakes that if the conclusions of the ECOFIN
Council meeting of 26-27 November 2000 are implemented, to ensure that it
maintains a paying agent in a Member State of the European Union that will not
be obliged to withhold or deduct tax pursuant to the European Union Directive on
the taxation of savings proposed at the ECOFIN Council meeting of 26-27 November
2000 if there is at least one Member State which does not require a paying agent
to withhold or deduct tax pursuant to such Directive.

                  Section 10.03. Money for Debt 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 Debt Securities, it will, on or before each due date of
any principal of (and premium, if any, on) or interest on any Debt Securities of
such series and any appurtenant Coupons, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay any principal,
premium 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 action or failure so to act.

                Whenever the Company shall have one or more Paying Agents with
respect to any series of Debt Securities, the Company will, on or prior to each
due date of any principal of (and premium, if any, on) or interest on any Debt
Securities of such series and any appurtenant Coupons, deposit with a Paying
Agent a sum sufficient to pay any principal, premium or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to any
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 with respect to any
series of Debt 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 any principal
         (and premium, if any) or interest in respect of Debt Securities of such
         series and any appurtenant Coupons 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 Debt Securities of such series or any
         appurtenant Coupons) in the making of any payment of any principal of
         (and premium, if any, on) or interest on the Debt Securities of such
         series or any appurtenant Coupons; 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 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 sums.

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of any principal of (and
premium, if any, on) or interest on any Debt Security of any series or any
appurtenant Coupons and remaining unclaimed for two years after any such
principal, premium or interest has become due and payable shall be paid to the
Company, as the case may be, on Company Request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Debt Security or any
appurtenant Coupons 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,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New
York, and each Place of Payment, or mailed to each such Holder, or both, 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 or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. Debt Securities of any series or any appurtenant Coupons will be
void if not presented for payment of principal and premium, if any, within 10
years of such principal and premium, if any, becoming due and payable or
presented for payment of interest within five years of such interest becoming
due and payable.

                  Section 10.04. Payment of Additional Amounts. Unless otherwise
specified as contemplated by Section 3.01, with respect to Debt Securities, all
amounts of principal of (and premium, if any, on) and interest and related
deferred payments on any such Debt Securities will be paid by the Company,
without deduction or withholding for, or on account of, any and all present and
future income, stamp and other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings now or hereafter imposed, levied, collected, withheld
or assessed by or on behalf of the United Kingdom or any political subdivision
or any taxing authority thereof or therein having the power to tax (the "Taxing
Jurisdiction"), unless such deduction or withholding is required by law. If
deduction or withholding of any such taxes, levies, imposts, duties, charges,
fees, deductions or withholdings shall at any time be required by the Taxing
Jurisdiction, the Company will pay such additional amounts of, or in respect of,
the principal amount of, (and premium, if any, on) and interest on such Debt
Securities ("Additional Amounts") as may be necessary in order that the net
amounts paid to the Holders of such Debt Securities, after such deduction or
withholding, shall equal the respective amounts of principal, premium and
interest, which would have been payable in respect of such Debt Securities had
no such deduction or withholding been required, provided that the foregoing will
not apply to any such tax, levy, impost, duty, charge, fee, deduction or
withholding which would not have been payable or due but for the fact that (i)
the Holder of the Debt Security or the owner of a beneficial interest therein is
a domiciliary, national or resident of, or engaging in business or maintaining a
permanent establishment or physically present in, the Taxing Jurisdiction or
otherwise has some connection or former connection with the Taxing Jurisdiction
other than the holding or ownership of a Debt Security, or the collection of any
payment of (or in respect of) principal of (premium, if any, on) and interest
and related deferred payments on or the enforcement of, any Debt Security, (ii)
the relevant Debt Security or Coupon or other means of payment of interest or
related deferred payments in respect of Debt Securities is presented for payment
in the United Kingdom or (iii) the relevant Debt Security or other means of
payment of interest or related deferred payments in respect of Debt Securities
is presented for payment more than 30 days after the date payment became due or
was provided for, whichever is later, except to the extent that the Holder would
have been entitled to such Additional Amount on presenting the same for payment
at the close of such 30 day period (iv) such tax, levy, impost, duty, charge,
fee, deduction or withholding is imposed on any interest or related deferred
payment to an individual and is required to be made pursuant to any European
Union directive on the taxation of savings income relating to the proposal for a
directive on the taxation of savings income published by the ECOFIN Council on
13 December 2001 or otherewise implementing the conclusions of the ECOFIN
Council meeting of 26-27 November 2000, or any law implementing or complying
with, or introduced in order to conform to, such a directive; (v) presentation
for payment of the relevant Debt Securities was made to a paying agent who was
required to make (or pass through) such deduction or withholding and
presentation for payment could have been made to a paying agent who was not
required to make (or pass through) such deduction or withholding; (vi) there was
a failure to comply by the Holder or the beneficial owner of the Debt Securities
or the beneficial owner of any payment on such Debt Securities with a request of
the Company addressed to the Holder or the beneficial owner, including a request
of the Company related to a claim for relief under any applicable double tax
treaty (x) to provide information concerning the nationality, residence,
identity or connection with a Taxing Jurisdiction of the Holder or the
beneficial owner or (y) to make any declaration or other similar claim to
satisfy any information or reporting requirement, if the information or
declaration is required or imposed by a statute, treaty, regulation, ruling or
administrative practice of the Taxing Jurisdiction as a precondition to
exemption from withholding or deduction of all or part of the tax, duty,
assessment or other governmental charge; (vii) such tax, levy, impost, duty,
charge, fee, deduction or withholding is imposed in respect of any estate,
inheritance, gift, sale, transfer, personal property, wealth or similar tax,
duty, assessment or other governmental charge; or (vii) such tax, levy, impost,
duty, charge, fee, deduction or withholding is imposed in respect of any
combination of the above items.

                Whenever in this Indenture there is mentioned, in any context,
the payment of any principal of (and premium, if any, on) or interest on any
Debt Security of any series or the payment of any related Coupon or the net
proceeds received on the sale or exchange of any Debt Security of any series,
such mention shall be deemed to include mention of the payment of additional
amounts provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section, and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.

                  Section 10.05. Officer's Certificate as to Compliance with
Indenture and Default. The Company will deliver to the Trustee, on or before a
date not more than six months after the end of each fiscal year of the Company
(which on the date hereof is 31 December) ending after the date hereof, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under the Indenture, whether an
Event of Default or Default has occurred, and, if an Event of Default or Default
has occurred, specifying all such defaults and the nature thereof of which they
may have knowledge. For purposes of this paragraph such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                The Company will deliver written notice to the Trustee promptly
after any officer of the Company has knowledge of the occurrence of any event
that with the giving of notice or the lapse of time or both would become an
Event of Default or Default.

                  Section 10.06. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any covenant or condition set
forth in Section 10.02 and Section 10.04 with respect to the Debt Securities of
any series if, before the time for such compliance, the Holders of at least a
majority in aggregate principal amount (or, in the case of any Principal Indexed
Security, face amount) of the Debt Securities of such series at the time
Outstanding shall, by Act of such Holders and on behalf of all Holders of Debt
Securities of that Series, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

                  Section 11.01. Applicability of Article. Debt Securities of
any series that are redeemable before their Stated Maturity, if any, shall be
redeemable in accordance with their terms and, except as otherwise specified as
contemplated by Section 3.01 with respect to the Debt Securities of such series,
in accordance with this Article. The Company's rights and obligations under this
Article Eleven shall be subject to the consent of the Financial Services
Authority, if required.

                  Section 11.02. Election to Redeem; Notice to Trustee. Unless
otherwise provided under Section 3.01 with respect to any series of Debt
Securities, the election of the Company to redeem any Debt Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Debt Securities of any series,
the Company shall, not less than 45, or more than 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 aggregate principal amount (or, in the case of Principal Indexed Securities,
face amount) of the Debt Securities of such series to be redeemed. If the Debt
Securities of such series may be originally issued from time to time with
varying terms, the Company shall also notify the Trustee of the particular terms
or designation of the Debt Securities of such series to be redeemed. In the case
of any redemption of Debt Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Debt Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officer's
Certificate evidencing compliance with such restriction.

                  Section 11.03. Selection by Trustee of Debt Securities to be
Redeemed. Except as otherwise specified as contemplated by Section 3.01 for Debt
Securities of any series, if less than all the Debt Securities of any series are
to be redeemed, the particular Debt Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee from among the
Outstanding Debt Securities of such series (or, in the case of Debt Securities
of a series that may be originally issued from time to time with varying terms,
from among the Outstanding Debt Securities of such series having the same
original issue date and terms) 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 such Debt Securities or any integral multiple thereof that is
also an authorized denomination) of the principal amount (or, in the case of
Principal Indexed Securities, face amount) of Registered or Bearer Securities
(if issued in more than one authorized denomination) of such series of a
denomination larger than the minimum authorized denomination for such Debt
Securities.

                The Trustee shall promptly notify the Company in writing of the
Debt Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount (or, in the case of
Principal Indexed Securities, face amount) thereof to be redeemed.

                For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Debt Securities shall
relate, in the case of any Debt Security redeemed or to be redeemed only in
part, to the portion of the principal amount (or, in the case of Principal
Indexed Securities, face amount) of such Debt Security that has been or is to be
redeemed.

                  Section 11.04. Notice of Redemption. Notice of redemption
shall be given in the manner provided in Section 1.06 not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Debt Securities to
be redeemed.

                  All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price, or the manner in which the
         Redemption Price is to be determined;

                  (3) if less than all Outstanding Debt Securities of any series
         are to be redeemed, the identification and the principal amount (or, in
         the case of Principal Indexed Securities, face amount)) of the
         particular Debt Securities to be redeemed;

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable in respect of each such Debt Security to be
         redeemed, and that any interest thereon shall cease to accrue on and
         after said date;

                  (5) the Place or Places of Payment where such Debt Securities,
         together in the case of Bearer Securities with all Coupons, if any,
         appertaining thereto maturing after the Redemption Date, are to be
         surrendered for payment of the Redemption Price; and

                  (6) the CUSIP number or numbers, the Common Code, or the ISIN,
         if any, with respect to such Debt Securities.

                A notice of redemption published as contemplated by Section
11.04 need not identify particular Registered Securities to be redeemed.

                Notice of redemption of Debt 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 11.05. Deposit of Redemption Price. 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 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on, all the Debt Securities or portions
thereof that are to be redeemed on that date.

                  Section 11.06. Debt Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Debt 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 Debt Securities shall cease to bear interest, if any and the
Coupons for any such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Debt Security for redemption in accordance with said notice, such Debt
Security shall be paid by the Company at the Redemption Price, together with any
accrued interest to the Redemption Date; provided, however, that installments of
any interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an office or agency located outside the United States,
except as otherwise provided in Section 10.02); and provided further that
installments of any interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such Debt
Securities, or one or more Predecessor Debt Securities, registered as such on
the relevant Regular or Special Record Dates according to their terms and the
provisions of Section 3.05. The obligation of the Company to redeem Debt
Securities of a series on a Redemption Date shall be subject to any Solvency
Condition.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company, the Trustee and the
Paying Agent if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Bearer Security shall surrender to the Trustee or any Paying
Agent any such missing Coupon in respect of which a deduction shall have been
made from the Redemption Price, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an
office or agency located outside of the United States, except as otherwise
provided in Section 10.02.

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

                  Section 11.07. Debt Securities Redeemed in Part. Any
Registered Security that is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company, the Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee, duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee or Authenticating Agent shall authenticate and
deliver to the Holder of the Registered Security, without service charge, a new
Registered Security or Registered Securities of the same series, of like tenor
and in an aggregate principal amount (or, in the case of any Principal Indexed
Security, face amount) equal to and in exchange for the unredeemed portion of
the principal of the Registered Security so surrendered in such authorized
denomination or denominations as are requested by such Holder; and any Bearer
Security that is to be redeemed only in part shall be surrendered at an office
or agency of the Company located outside the United States, except as otherwise
provided in Section 10.02, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Bearer Security outside the
United States, without service charge, a new Bearer Security or Bearer
Securities of the same series (or a new Registered Security or Registered
Securities of the same series if the Debt Securities of such series are also
issuable as Registered Securities), of like tenor and in an aggregate principal
amount (or, in the case of any Principal Indexed Security, face amount) equal to
and in exchange for the unredeemed portion of the principal of the Bearer
Security so surrendered in such authorized denomination or denominations as are
requested by such Holder; except if a Global Security is so surrendered, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Depositary for such Global Security, without service charge, a new Global
Security of like tenor in a denomination equal to and in exchange for the
unredeemed portion of the principal amount (or, in the case of any Principal
Indexed Security, face amount) of the Global Security so surrendered.

                  Section 11.08. Optional Redemption in the Event of Change in
Tax Treatment. In addition to any redemption provisions that may be specified
pursuant to Section 3.01 for the Debt Securities of any series, the Debt
Securities (i) are redeemable, as a whole but not in part, at the option of the
Company, on not less than 30 nor more than 60 days' notice, at any time at a
redemption price equal to 100% of the principal amount, together with accrued
but unpaid interest, if any, in respect of such Debt Securities to the date
fixed for redemption, (or, in the case of Discount Debt Securities, the accreted
face amount, or, in the case of Principal Indexed Securities, the amount
specified pursuant to Section 3.01), and any Debt Securities convertible into
Dollar Preference Shares or Conversion Securities of the Company may, at the
option of the Company, be converted as a whole, if, at any time, the Company
shall determine that (a) in making payment under such Debt Securities in respect
of principal (or premium, if any) or interest or related deferred payment it has
or will or would become obligated to pay Additional Amounts, provided such
obligation to pay Additional Amounts results from a change in or amendment to
the laws of the Taxing Jurisdiction, or any change in the official application
or interpretation of such laws (including a decision of any court or tribunal),
or any change in, or in the official application or interpretation of, or
execution of, or amendment to, any treaty or treaties affecting taxation to
which the United Kingdom is a party, which change, amendment or execution
becomes effective on or after the date of original issuance of the Debt
Securities of such series or (b) the payment of interest in respect of such Debt
Securities has become or will or would be treated as a "distribution" within the
meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the
United Kingdom (or any statutory modification or re-enactment thereof for the
time being), as a result of any change in or amendment to the laws of the Taxing
Jurisdiction, or any change in the official application or interpretation of
such laws including a decision of any court, which change or amendment becomes
effective on or after the date of original issuance of the Debt Securities of
such series; provided, however, that in the case of (a) above, no notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obliged to pay Additional Amounts were a payment in
respect of such Debt Securities then due.

                                 ARTICLE TWELVE

                        SUBORDINATION OF DEBT SECURITIES

                  Section 12.01. Debt Securities Subordinate to Certain
Creditors. (a) The Company covenants and agrees, and each Holder of Debt
Securities of each series, by his acceptance thereof, likewise covenants and
agrees, that (i) the Debt Securities of such series shall constitute unsecured
obligations of the Company without any preference among themselves, and (ii) in
the event of the winding up of the Company, to the extent and in the manner
hereinafter set forth in this Article Twelve, the indebtedness represented by
any of the Debt Securities of such series and the payment of the principal of
(and premium, if any, on) and interest on each and all of the Debt Securities of
such series is hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all claims of the Ordinary Creditors.
Notwithstanding any other provision of this Indenture or the Debt Securities,
except with the consent of the Financial Services Authority, (i) no early
repayment may be made in respect of the Debt Securities and (ii) neither the
Company nor any of its subsidiaries may purchase any of the Debt Securities.

                  To the fullest extent permitted by law, the Holders of Debt
Securities and the Trustee, in respect of any claims of such Holders to payment
of any principal, premium or interest in respect of any Debt Securities, by
their acceptance of the Debt Securities thereof will be deemed to have waived
any right of set-off or counterclaim that such Holders or, as the case may be,
the Trustee in such respect, might otherwise have (whether in the liquidation of
the Company or at any other time). The Holders of Debt Securities, by their
acceptance of the Debt Securities, covenant and agree that if, on the winding up
of the Company, they receive any sums by way of set-off, they will hold such
sums on trust for the Ordinary Creditors and will, without undue delay, pay such
sums to the liquidator to apply in payment of claims of Ordinary Creditors.

                  (b) Any amounts receivable by the Trustee from the liquidator
in such winding up in respect of Debt Securities of a particular series or
Coupons appertaining to Debt Securities of such series not subject to a
condition of solvency pursuant to Clause (c) below shall be received by the
Trustee upon trust to apply the same as follows:

                  (i) first, in payment or satisfaction of the costs, charges,
         expenses and liabilities incurred by the Trustee including any unpaid
         remuneration in or about the execution of the trusts of these presents
         (in each case, to the extent payable by the Company under Section
         6.07);

                  (ii) secondly, subject to Section 12.05, in payment of claims
         of the Ordinary Creditors outstanding at the commencement of or arising
         by virtue of the winding up of the Company (excluding interest accruing
         after the date of the commencement of the winding up) to the extent
         that such claims shall be admitted in the winding up and shall not be
         satisfied out of the other resources of the Company; and

                  (iii) thirdly, in payment of any claims in respect of the Debt
         Securities of such series and Coupons appertaining to Debt Securities
         of such series (to the respective extents that the claims of the
         Holders thereof in respect thereof or of the Trustee in respect of any
         principal, premium or interest in respect thereof shall be admitted in
         such winding up) pari passu and ratably.

                  (c) Where it is specified pursuant to Section 3.01 that
payment of principal, premium (if any) or interest on Debt Securities of a
particular series is to be subject to a condition of solvency then the
obligation of the Company to make any payment of principal, premium (if any) or
interest in respect of Debt Securities of such series and any Coupons relating
thereto, whether prior or subsequent to the commencement of a winding up of the
Company in England, is conditional upon the Company being able to make such
payment and remain Solvent immediately thereafter (hereinafter referred to as a
"Solvency Condition"). No payment in respect of any Debt Securities of a series
or the Coupons relating thereto subject to a Solvency Condition which under this
Section or any other Section hereof would otherwise fall due for payment while
the Company is unable to satisfy the Solvency Condition will fall so due. Such
payment will become due for payment only if and when and to the extent that the
Company could make such payment and satisfy the Solvency Condition (whether or
not it was in winding up) immediately thereafter. Prior to the commencement of
the winding up of the Company in England interest will continue to accrue on any
Debt Securities of such series payment of which is suspended under this clause
subject to and in accordance with the provisions of these presents.

                  (ii) The Company shall whenever requested by the Trustee and
         will in the event the Company is in winding up deliver to the Trustee
         an Officer's Certificate attaching a report in writing from the
         Auditors or, if the Company is in winding up, the liquidator of the
         Company upon which report the Trustee may conclusively rely as to
         whether or not the Company, on the basis of such information as the
         Company may at the request of the Auditors make available to the
         Auditors or, if the Company is in winding up, on the basis of the
         information available to the liquidator, is or would in any specified
         circumstances be Solvent for the purposes of paragraph (i) of this
         clause and in the absence of proven error such report shall be treated
         and accepted by the Company, the Trustee and the Holders of the
         relevant Debt Securities and any Coupons relating thereto as correct
         and sufficient evidence of such fact. In the absence of any such
         evidence to the contrary, it shall be assumed for the purposes hereof
         (unless the contrary is proved) that the Company is and will after any
         payment hereunder be Solvent for such purposes.

                  The Trustee is under no obligation to request such a
certificate or report and the Trustee will not incur any liability as a result
of not so requesting such a certificate or report. No Holder of Debt Securities
or of Coupons relating thereto shall be entitled to proceed against the Trustee
or the Auditors in connection with the exercise or non-exercise by them of their
powers, duties and discretions under this paragraph.

                  (d) (i) In the event of a winding up of the Company claims in
respect of Debt Securities of a series and the Coupons relating thereto which
are subject to a Solvency Condition shall be postponed to the claims of the
Ordinary Creditors and any amounts receivable by the Trustee from the liquidator
in such winding up in respect of the Debt Securities of such series and
appurtenant Coupons shall be received by the Trustee upon trust to apply the
same as follows:

                         (A) first, in payment or satisfaction of the costs,
                    charges, expenses and liabilities incurred by the Trustee
                    including any unpaid remuneration in or about the execution
                    of the trusts of these presents (in each case, to the extent
                    payable by the Company under Section 6.07);

                         (B) secondly, the Trustee shall hold all remaining
                    amounts in trust for 30 days and (i) if on or prior to such
                    thirtieth day the Trustee is provided with an Officer's
                    Certificate attaching a report pursuant to Clause (c)(ii)
                    above which states that the Company could not make or could
                    not have made payment of such amounts and still be Solvent
                    (disregarding, for the purposes of this paragraph (d) only,
                    paragraph (A) of the definition of Solvent in Clause (d)(ii)
                    immediately hereafter) in return to the Company of the whole
                    or such part of such amounts (after any necessary deductions
                    pursuant to paragraph (A) of this Clause) as caused the
                    Company not to be then so Solvent as set forth in such
                    Officer's Certificate (disregarding as aforesaid), or (ii)
                    if on or prior to such date no report pursuant to Clause
                    (c)(ii) above is so provided the Trustee shall return the
                    whole of such amounts to the Company (and any money so
                    returned shall then be treated for the purposes of the
                    Company's obligations hereunder as if it had not been paid
                    by the Company and its original payment shall be deemed not
                    to have discharged any of the obligations of the Company
                    hereunder);

                         (C) thirdly, in payment of any claims in respect of the
                    Debt Securities of such series and appurtenant Coupons (to
                    the respective extents that the claims of the Trustee or the
                    Holder thereof in respect thereof shall be admitted in such
                    winding up) pari passu and ratably; and

                         (D) fourthly, in payment of the balance (if any) to the
                    Company.

                  (ii) For the purposes of this Section:

                       "Solvent" means, in relation to the Company, that
                       the Company:

                         (A) is able to pay its debts as they fall due; and

                         (B) its Assets exceed its Liabilities (other than its
                    Liabilities to persons in respect of Subordinated
                    Indebtedness);

                  (e) In the event of the winding up of the Company, every
obligation of the Company to pay any amount (whether in respect of principal,
premium or interest) in respect of any Debt Securities of any series shall be an
obligation to pay the relevant amount to the Trustee upon trust for application,
along with all other amounts receivable by the Trustee from the liquidator in
respect of the remaining Debt Securities of such series, in accordance with
Clause (b) or (d)(i) above, and the Company shall not be obliged to pay any such
amount directly to a Holder; accordingly, in the event that a suit is brought,
or a claim is lodged, by a Holder in respect of its Debt Securities of any
series in such winding up any amounts receivable from the liquidator in respect
of such suit or claim will be paid to the Trustee upon trust for such
application.

                  (f) The payments mentioned in Subsections (b)(ii) and
(d)(ii)(B) of this Section may be performed by the Trustee paying over to the
liquidator for the time being in the winding up of the Company the amounts
received by the Trustee as aforesaid (less any amounts thereof applied in the
implementation of the trust mentioned in Subsections (b)(ii), (d)(ii)(B) or
(d)(ii)(B) of this Section on terms that such liquidator shall distribute the
same accordingly. The receipt of the liquidator for the said amounts shall be a
good discharge to the Trustee.

                  (g) The Trustee shall be entitled and it is hereby authorized
to call for and to accept as conclusive evidence thereof a certificate from the
liquidator for the time being of the Company on behalf of the Company as to:

                         (A) the amount of the claims of the Ordinary Creditors
                    which shall not have been satisfied out of the other
                    resources of the Company; and

                         (B) the Persons entitled thereto and their respective
                    entitlements.

                  Such certificate shall be provided to the Trustee at least 3
Business Days before the date on which the Trustee shall be required to make any
payments under this Section.

                  (h) The provisions of this Section shall apply only to payment
of principal, premium and interest in respect of any such Debt Securities of any
series and nothing herein shall affect or prejudice the payment of the costs,
charges, expenses, liabilities or remuneration of the Trustee or the rights and
remedies of the Trustee in respect thereof.

                  (i) The provisions of this Section shall not be applicable to
any amounts of principal, premium and interest in respect of the Debt Securities
of any series for the payment of which funds have been deposited in trust with
the Trustee or have been set aside by the Company in trust in accordance with
the provisions of this Indenture; provided, however, that at the time of such
deposit or setting aside, and immediately thereafter, the foregoing provisions
of this Section are complied with.

                  (j) Notwithstanding anything contained in these presents to
the contrary, the foregoing provisions of this Section shall be construed and
have effect so that in the event of the liquidation of the Company the
obligations of the Company under the Debt Securities of a particular series and
under the Subordinated Indebtedness (other than Subordinated Indebtedness in
relation to which the obligations of the Company under that particular series of
Debt Securities rank junior or senior) will rank pari passu and ratably inter se
so far as concerns subordination to claims of depositors and other creditors of
the Company (except any creditors whose claims may rank junior to claims under
the Debt Securities of that particular series).

                  (k) The perpetuity period applicable to the trusts contained
in this Section shall be eighty years from the date hereof.

                  Section 12.02. Provisions Solely to Define Relative Rights.
The provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Debt Securities on the one
hand and the Ordinary Creditors on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Debt Securities is intended to
or shall (i) impair, as among the Company, its creditors other than Ordinary
Creditors and the Holders of the Debt Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Debt
Securities the principal of (and premium, if any, on) and interest on the Debt
Securities as and when the same shall become due and payable in accordance with
their terms; (ii) affect the relative rights against the Company of the Holders
of the Debt Securities and creditors of the Company other than the Ordinary
Creditors; or (iii) prevent the Trustee or the Holder of any Debt Securities
from exercising all remedies otherwise provided by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
Ordinary Creditors to receive sums otherwise payable or deliverable to the
Trustee or such Holders.

                  Section 12.03. Trustee to Effectuate Subordination. Each
Holder of a Debt Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination of the Debt Securities provided in this Article and
appoints the Trustee his attorney for any and all such purposes.

                  Section 12.04. No Waiver of Subordination Provisions. No right
of any present or future Ordinary Creditors, if any, to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such Ordinary Creditor or by any non-compliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such Ordinary Creditor may have or be
otherwise charged with.

                  Section 12.05. Notice to Trustee. The Company shall give
prompt written notice to the Trustee of any fact known to it, which would
prohibit the making of any payment to or by the Trustee in respect of the Debt
Securities. Notwithstanding the provisions of this Article or any other
provisions of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of the Debt Securities, unless and until the Trustee
shall have received written notice thereof from the Company or an Ordinary
Creditor, as the case may be, or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if a
Responsible Officer of the Trustee shall not have received the notice provided
for in this Section at least three Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of or any premium or interest
on any Debt Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
less than three Business Days prior to such date.

                  The Trustee shall be entitled to conclusively rely on the
delivery to it of a written notice by a Person representing himself to be an
Ordinary Creditor (or a trustee or agent on behalf of such Ordinary Creditor) to
establish that such notice has been given by an Ordinary Creditor (or a trustee
or agent on behalf of such Ordinary Creditor). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as an Ordinary Creditor to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of claims held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment which it may be required to make for the
benefit of such Person pursuant to the terms of the Indenture pending judicial
determination as to the right of such Person to receive such payment.

                  Section 12.06. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the Holders of the Debt Securities shall be entitled to rely on (i)
any order or decree entered by any court in England and Wales in which any
winding up, insolvency, bankruptcy, receivership, liquidation or dissolution of
the Company or similar case or proceeding, including a proceeding for the
suspension of payments under English law, is pending, or (ii) a certificate of
the applicable liquidator, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee and such
Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the Ordinary Creditors and other claims against
the Company the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

                  Section 12.07. Trustee Not Fiduciary for Holders of Claims.
The Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this article and no implied
covenants or obligations shall be read into this Indenture against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the Ordinary
Creditors and shall not be liable to any such Ordinary Creditors if it shall in
good faith mistakenly pay over or distribute to Holders of Debt Securities or to
the Company or to any other Person cash, property or securities to which any
such Ordinary Creditors shall be entitled by virtue of this Article or
otherwise.

                  Section 12.08. Rights of Trustee as Holder of Claims;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
claims of Ordinary Creditors which may at any time be held by it, to the same
extent as any other Ordinary Creditors and nothing in this Indenture shall
deprive the Trustee of any of its rights as such Ordinary Creditor.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.07.

                  Section 12.09. Article Applicable to Paying Agents. In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term "Trustee" as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Section 12.08
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

                  Section 12.10. Governing Law. The provisions of this Article
12 shall be governed by and construed in accordance with the laws of England and
Wales.

                  Section 12.11. Third Party Rights. No person who is not a
party to this Indenture shall have any rights under the Contracts (Rights of
Third Parties) Act of 1999 (the "Contracts Act") to enforce any term of Article
12 of this Indenture; provided that this does not affect any right or remedy of
a third party which exists or is available apart from the Contracts Act,
including under the laws of the State of New York or the federal laws of the
United States.

                                ARTICLE THIRTEEN

                    EXCHANGE OR CONVERSION OF DEBT SECURITIES

                  Section 13.01. Applicability of Article. If specified pursuant
to Section 3.01 for the Debt Securities of any series, the Debt Securities of
such series shall be exchangeable or convertible in accordance with their terms
and (except as otherwise specified as contemplated by Section 3.01 for Debt
Securities of such series) in accordance with this Article.

                  Section 13.02. Election to Exchange or Convert; Notice to
Trustee. An election of the Company to exchange or convert Debt Securities, as
the case may be, shall be evidenced by an Officer's Certificate furnished to the
Trustee stating that the Company is entitled to effect such Exchange or
Conversion and setting forth a statement of facts demonstrating the same.

                  Section 13.03. Notice of Exchange or Conversion. Not less than
45 days nor more than 90 days prior to the Event Date, the Company shall notify
the Trustee in writing of its election to exchange or convert, as the case may
be, the Debt Securities and of the series of Debt Securities to which such
election relates. The Trustee shall within five Business Days after receipt of
such notice from the Company, cause notice of such election to be mailed to each
Holder of Debt Securities to be exchanged or converted, as the case may be.

                  All notices of Exchange or Conversion shall state:

                  (1) the Event Date;

                  (2) if less than all of the series of the Debt Securities are
         to be exchanged or converted, as the case may be, the identification of
         the particular Debt Securities to be exchanged or converted, as the
         case may be, including relevant CUSIP numbers and other securities
         identification numbers, which Debt Securities shall be selected by the
         Trustee from the Outstanding Debt Securities of such series not
         previously called for conversion, by such method as the Trustee shall
         deem fair and appropriate;

                  (3) that on the Event Date, the Debt Security to be exchanged
         or converted, as the case may be, will cease to exist except to
         evidence the Exchange Securities or Conversion Securities, as the case
         may be, as described in Section 13.07 below on and after such Event
         Date; and

                  (4) the place or places where such Debt Securities are to be
         surrendered for exchange or conversion, as the case may be.

                  Notice of any Exchange or Conversion of Debt Securities at the
election of the Company shall be given by the Company or, at the Company's
Request, by the Trustee in the name of and at the expense of the Company.

                  Section 13.04. Deposit of Interest. On or prior to any Event
Date, the Company shall deposit with the Trustee or with a Paying Agent an
amount of money sufficient to pay accrued interest, if any, on the Debt
Securities to be exchanged or converted on the Event Date.

                  Section 13.05. Surrender of Debt Securities. Any Debt Security
which is to be exchanged or converted shall be surrendered at an office or
agency of the Company designated for that purpose pursuant to Section 10.02 not
less than 10 days prior to the Event Date (with 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-in-fact duly authorized in
writing) accompanied by written notice specifying the name or names, if any with
address or addresses, in which the Exchange Securities or Conversion Securities,
as the case may be, are to be issued. Each of the Holders hereby constitutes and
appoints the Trustee his or her attorney-in-fact, with power of substitution, in
his or her name, to sign any and all instruments or certificates required for
the Exchange or the Conversion, as the case may be. Debt Securities surrendered
for Exchange or Conversion shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee for delivery by it to the Company or, if
delivered to the Trustee, shall be delivered by it to the Company.

                  Section 13.06. Issuance of Exchange Securities or Conversion
Securities. On or prior to the Event Date with respect to Debt Securities
surrendered for Exchange or Conversion, as the case may be, as provided in
Section 13.05, the Company shall deliver the Exchange Securities or Conversion
Securities to the Trustee or to such other Person as may be specified pursuant
to Section 3.01. Such Exchange or Conversion shall be deemed to have been made
immediately prior to the close of business in New York City on the Event Date.

                  Section 13.07. Effect of Exchange or Conversion. Notice of
Exchange or Conversion having been given as aforesaid, the Debt Securities so to
be exchanged or converted, as the case may be, shall, on the Event Date cease to
exist for any purpose, other than to evidence the Exchange Securities or the
Conversion Securities as described below. Upon surrender of any such Debt
Security for Exchange or Conversion, as the case may be, in accordance with said
notice and this Article Thirteen, accrued interest on such Debt Security to the
Event Date shall be paid by the Company to the Holder surrendering such Debt
Security.

                  If accrued interest on any Debt Security called for Exchange
or Conversion shall not be paid upon surrender thereof for such exchange or
conversion, such accrued interest shall, until paid, constitute Defaulted
Interest, payable in accordance with Section 3.06.

                  On and after the Event Date, each Debt Security to be
exchanged or converted, as the case may be, until surrendered for such Exchange
or Conversion shall be deemed to evidence the right to receive the Exchange
Securities or the Conversion Securities deliverable upon such surrender. On and
after the Event Date, until a Holder of a Debt Security has surrendered such
Debt Security for Exchange or Conversion, as the case may be, such Holder shall
be entitled to receive any dividends, payments or other distributions in respect
of such Exchange Securities or Conversion Securities and shall have the same
rights with respect to, and shall be deemed to be the Holder of, such Exchange
Securities or Conversion Securities as if it had so surrendered such Debt
Security for Exchange or Conversion on the Event Date; provided, however, that
no dividends, payments or other distributions in respect of such Exchange
Securities or Conversion Securities shall be paid or distributed to such Holder
any earlier than the date on which such Debt Security is surrendered for
Exchange or Conversion.

                  Section 13.08. Legal and Regulatory Compliance.
Notwithstanding any provision of this Indenture to the contrary, the right of
the Company to cause any Exchange or Conversion of the Debt Securities of any
series for Exchange Securities or Conversion Securities on any proposed Event
Date shall be subject to the fulfillment of any conditions to such Exchange or
Conversion as may be specified pursuant to Section 3.01 for the Debt Securities
of such series, and the Company represents and warrants for the benefit of the
holders of Exchange Securities or Conversion Securities, as the case may be,
that all such conditions shall have been satisfied prior to any such Exchange or
Conversion on the Event Date.

                  Section 13.09. Taxes and Charges. Unless otherwise specified
pursuant to Section 3.01, the issuance and delivery of Exchange Securities upon
Exchange, or Conversion Securities upon Conversion, of the Debt Securities of
any series pursuant to this Article Thirteen shall be made without charge to the
exchanging or converting Holder of Debt Securities for such Exchange Securities
or Conversion Securities, as the case may be, or for any tax or other
governmental charge (other than income or capital gains taxes) in respect of the
issuance or delivery of such Exchange Securities or Conversion Securities;
provided, however, that the Company shall not be required to pay any tax or
other governmental charge which may be payable in respect of a transfer involved
in the issuance and delivery of any such Exchange Security or Conversion
Security, as the case may be, to any Person other than any Holder of the Debt
Security to be exchanged or converted (unless such other person is the
securities depositary selected by the Company for the Debt Securities of such
series), and the Company shall not be required to issue or deliver such Exchange
Securities or Conversion Securities unless and until the Person requesting the
issuance or delivery thereof shall have paid to the Company the amount of such
tax or other governmental charge or shall have established to the satisfaction
of the Company that such tax or other governmental charge has been paid.

                  Section 13.10. Trustee Not Liable. The Trustee shall not be
accountable with respect to the validity or value (or the kind or amount) of any
Exchange Securities or Conversion Securities which may be issued or delivered
upon the Exchange or Conversion of any Debt Security pursuant to this Article
Thirteen, and makes no representation with respect thereto. The Trustee shall
not be responsible for any failure of the Company to issue, transfer or deliver
any Exchange Securities or Conversion Securities upon the surrender of any Debt
Security for the purpose of an Exchange or Conversion pursuant to this Article
Thirteen or to comply with any of the covenants of the Company contained in this
Article Thirteen.

                                ARTICLE FOURTEEN

                                   DEFEASANCE

                  Section 14.01. Applicability of Article. If, pursuant to
Section 3.01, provision is made for the defeasance of Debt Securities of a
series and if the Debt Securities of such series are denominated and payable
only in Dollars (except as provided pursuant to Section 3.01), then the
provisions of this Article shall be applicable except as otherwise specified
pursuant to Section 3.01 for Debt Securities of such series. Defeasance
provisions, if any, for Debt Securities denominated in a Foreign Currency may be
specified pursuant to Section 3.01. The Company's rights and obligations under
Article Fourteen shall be subject to the consent of the Financial Services
Authority, if required.

                  Section 14.02. Defeasance Upon Deposit of Moneys or U.S.
Government Obligations. At the option of the Company, the Company shall (a) be
discharged from any obligations with respect to Debt Securities of any series or
(b) shall cease to be under any obligation to comply with any term, provision or
condition set forth in Section 10.05 ("covenant defeasance") (and, if so
specified pursuant to Section 3.01, any other restrictive covenant added for the
benefit of such series pursuant to Section 3.01) at any time after the
applicable conditions set forth below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably in trust with the Trustee funds in trust dedicated solely
         to the benefit of the Holders of the Debt Securities of such series (i)
         cash in Dollars in an amount, or (ii) U.S. Government Obligations (as
         defined below) that through the payment of interest and principal in
         respect thereof in accordance with their terms will provide, not later
         than the due date of any payment, cash in Dollars in an amount or (iii)
         a combination of (i) and (ii), sufficient, in the opinion (with respect
         to (ii) and (iii)) of an internationally recognized firm of independent
         public accountants expressed in a written certification thereof
         delivered to the Trustee, to pay and discharge each installment of
         principal of (and premium, if any, on) and interest on, the Outstanding
         Debt Securities of such series on the dates such installments of
         interest or principal and premium are due;

                  (2) if the Debt Securities of such series are then listed on
         the New York Stock Exchange, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that such covenant
         defeasance would not cause such Debt Securities to be delisted;

                  (3) no Event of Default or Default or event (including such
         deposit), that, with notice or lapse of time, or both, would become an
         Event of Default or Default with respect to the Debt Securities of such
         series shall have occurred and be continuing on the date of such
         deposit;

                  (4) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that Holders of the Debt Securities of such
         series will not recognize income, gain or loss for United States
         Federal income tax purposes as a result of such covenant defeasance;

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that such deposit and related covenant
         defeasance will not cause Holders of the Debt Securities of such
         series, other than Holders who are or who are deemed to be residents of
         the United Kingdom or use or hold or are deemed to use or hold their
         Debt Securities in carrying on a business in the United Kingdom, to
         recognize income, gain or loss for United Kingdom income tax purposes,
         and to the effect that payments out of the trust fund will be free and
         exempt from any and all withholding and other income taxes of whatever
         nature of the United Kingdom or any political subdivision thereof or
         therein having power to tax, except in the case of Debt Securities
         beneficially owned (a) by a person who is or is deemed to be a resident
         off the United Kingdom or (b) by a Person who uses or holds or is
         deemed to use or hold such Debt Securities in carrying on a business in
         the United Kingdom; and

                  (6) the Company shall have delivered to the Trustee an
         Officer's Certificate stating that all conditions precedent relating to
         the covenant defeasance have been complied with.

                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, that, in either case under clauses (i) or (ii),
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depositary receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific payment of
interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depositary 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 depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depositary receipt.

                  Section 14.03. Deposited Moneys and U.S. Government
Obligations to be Held in Trust. All moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 14.02 in respect of Debt
Securities of a series shall be held in trust and applied by it, in accordance
with the provisions of such Debt 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 Debt
Securities, of all sums due and to become due thereon for principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

                  Section 14.04. Repayment to Company. The Trustee and any
Paying Agent shall promptly pay or return to the Company upon Company Request
any moneys or U.S. Government Obligations held by them at any time that are not
required for the payment of the principal of (and premium, if any) and interest
on the Debt Securities of any series for which money or U.S. Government
Obligations have been deposited pursuant to Section 14.02.

                  The provisions of the last paragraph of Section 10.03 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 14.02.

                  Section 14.05. Indemnity for U.S. Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the deposited U.S. Government Obligations
or the principal or interest received on such U.S. Government Obligations.

                                ARTICLE FIFTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES


                  Section 15.01. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by, or a meeting of, Holders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

<PAGE>

                  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 as of the day and year first above written.

                         HSBC HOLDINGS PLC
                         as Issuer

                         -------------------------------
                         Keith R. Whitson


                         -------------------------------
                         Douglas J. Flint


                         The Bank of New York
                         as Trustee


                         By
                            ----------------------------



                         HSBC Bank USA
                         as Paying Agent


                         By
                            ----------------------------


                         HSBC Bank USA
                         as Registrar


                         By
                            ----------------------------


                         HSBC Bank USA
                         as Exchange Rate Agent


                         By
                            ----------------------------


Attest:

<PAGE>

                                                                       EXHIBIT A



 Form of Certification to be Given by Person Entitled to Receive Bearer Security




                                   CERTIFICATE

                                HSBC Holdings plc


                           [Title of Debt Securities]
                             (the "Debt Securities")



         This is to certify that, as of the date hereof, principal amount of the
above-captioned Debt Securities (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that are (a) foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c) (1) (v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States persons who acquired the Securities through
foreign branches of the United States financial institutions and who hold the
Debt Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165 (j) (3) (A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c) (2) (i) (D) (7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

         If this certificate is being provided by a clearing organization, it is
based on statements provided to it by its member organizations. In such event,
we further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any Debt
Securities excepted in such certifications and (ii) that as of the date hereof
we have not received any notification from any of our member organizations to
the effect that the statements made by such member organizations with respect to
any Debt Securities submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as the date hereof.

         We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.


Dated: ____________, 20__(1)



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




----------------
(1) To be dated as of the date of delivery of a Bearer Security (other than a
temporary Global Security) or, if earlier, the date on which interest is first
paid, as more fully set forth in Sections 303 and 304 of the Indenture.

<PAGE>
                                                                       Exhibit B

                     Form of election to receive payments in
                     [Dollars or other applicable currency]
                           or to rescind such election


                The undersigned, registered owner of certificate number R-   ,
representing [name of series of Debt Securities] (the " Debt Securities") in an
aggregate principal amount of        , hereby

       G        elects to receive all payments in respect of the Debt Securities
                in [Dollars or other applicable currency], it being understood
                that such election shall take effect as provided in the Debt
                Securities and, subject to the terms and conditions set forth in
                the indenture under which the Debt Securities were issued, shall
                remain in effect until it is rescinded by the undersigned or
                until such certificate is transferred.

       G        rescinds the election previously submitted by the undersigned to
                receive all payments in respect of the Debt Securities in
                [Dollars or other applicable currency], it being understood that
                such rescission shall take effect as provided in the Debt
                Securities.



                         (Name of Owner)



                                  (Signature of Owner)