Exhibit 4.1


 




 


 





ZIONS
BANCORPORATION



TO



J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION


Trustee


 


 






 


 


Indenture


 



Dated as of September 10, 2002


 


 






 


 


SENIOR
DEBT SECURITIES


 


 


 




 




















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFINITIONS AND OTHER PROVISIONS

  	
   

  
	
   

  	
  OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
  Act

  	
  2

  
	
  Affiliate; control

  	
  2

  
	
  Authenticating Agent

  	
  2

  
	
  Board of Directors

  	
  2

  
	
  Board Resolution

  	
  2

  
	
  Business Day

  	
  2

  
	
  Capital Stock

  	
  2

  
	
  Claim

  	
  2

  
	
  Commission

  	
  2

  
	
  Company

  	
  2

  
	
  Company Request; Company Order

  	
  3

  
	
  Corporate Trust Office

  	
  3

  
	
  corporation

  	
  3

  
	
  Covenant Defeasance

  	
  3

  
	
  Defaulted Interest

  	
  3

  
	
  Defeasance

  	
  3

  
	
  Depositary

  	
  3

  
	
  Event of Default

  	
  3

  
	
  Exchange Act

  	
  3

  
	
  Expiration Date

  	
  3

  
	
  Global Security

  	
  3

  
	
  Holder

  	
  3

  
	
  Indenture

  	
  3

  
	
  interest

  	
  4

  
	
  Interest Payment Date

  	
  4

  
	
  Investment Company Act

  	
  4

  
	
  Major Constituent Bank

  	
  4

  
	
  Maturity

  	
  4

  
	
  Notice of Default

  	
  4

  
	
  Officers’ Certificate

  	
  4

  
	
  Opinion of Counsel

  	
  4

  
	
  Original Issue Discount Security

  	
  4

  
	
  Outstanding

  	
  4

  



 






NOTE:  This Table of Contents shall not, for any
purpose, be deemed to be a part of the Indenture.


 

















 


	
  Paying Agent

  	
  5

  
	
  Person

  	
  5

  
	
  Place of Payment

  	
  5

  
	
  Predecessor Security

  	
  6

  
	
  Redemption Date

  	
  6

  
	
  Redemption Price

  	
  6

  
	
  Regular Record Date

  	
  6

  
	
  Securities

  	
  6

  
	
  Securities Act

  	
  6

  
	
  Security Register; Security Registrar

  	
  6

  
	
  Special Record Date

  	
  6

  
	
  Stated Maturity

  	
  6

  
	
  Subsidiary

  	
  6

  
	
  Trust Indenture Act

  	
  6

  
	
  Trustee

  	
  7

  
	
  U.S. Government Obligation

  	
  7

  
	
  Vice President

  	
  7

  
	
  Wholly Owned Subsidiary

  	
  7

  
	
  SECTION 102.

  	
  Compliance Certificates and
  Opinions

  	
  7

  
	
  SECTION 103.

  	
  Form of Documents
  Delivered to Trustee

  	
  7

  
	
  SECTION 104.

  	
  Acts of Holders; Record Dates

  	
  8

  
	
  SECTION 105.

  	
  Notices, Etc., to Trustee and
  Company

  	
  10

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  	
  10

  
	
  SECTION 107.

  	
  Conflict with Trust Indenture
  Act

  	
  11

  
	
  SECTION 108.

  	
  Effect of Headings and Table
  of Contents

  	
  11

  
	
  SECTION 109.

  	
  Successors and Assigns

  	
  11

  
	
  SECTION 110.

  	
  Separability Clause

  	
  11

  
	
  SECTION 111.

  	
  Benefits of Indenture

  	
  11

  
	
  SECTION 112.

  	
  Governing Law

  	
  12

  
	
  SECTION 113.

  	
  Legal Holidays

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
  12

  
	
  SECTION 202.

  	
  Form of Face of Security

  	
  13

  
	
  SECTION 203.

  	
  Form of Reverse of
  Security

  	
  14

  
	
  SECTION 204.

  	
  Form of Legend for Global
  Securities

  	
  18

  
	
  SECTION 205.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable in
  Series

  	
  19

  



 


ii

















 


	
  SECTION 302.

  	
  Denominations

  	
  21

  
	
  SECTION 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  22

  
	
  SECTION 304.

  	
  Temporary Securities

  	
  23

  
	
  SECTION 305.

  	
  Registration, Registration of
  Transfer and Exchange

  	
  23

  
	
  SECTION 306.

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  25

  
	
  SECTION 307.

  	
  Payment of Interest; Interest
  Rights Preserved

  	
  26

  
	
  SECTION 308.

  	
  Persons Deemed Owners

  	
  27

  
	
  SECTION 309.

  	
  Cancellation

  	
  27

  
	
  SECTION 310.

  	
  Computation of Interest

  	
  28

  
	
  SECTION 311.

  	
  CUSIP Numbers

  	
  28

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction and Discharge of
  Indenture

  	
  28

  
	
  SECTION 402.

  	
  Application of Trust Money

  	
  29

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  	
  30

  
	
  SECTION 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  32

  
	
  SECTION 503.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  33

  
	
  SECTION 504.

  	
  Trustee May File Proofs
  of Claim

  	
  34

  
	
  SECTION 505.

  	
  Trustee May Enforce
  Claims Without Possession of Securities

  	
  34

  
	
  SECTION 506.

  	
  Application of Money Collected

  	
  34

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
  35

  
	
  SECTION 508.

  	
  Unconditional Right of Holders
  to Receive Principal, Premium and Interest

  	
  36

  
	
  SECTION 509.

  	
  Restoration of Rights and
  Remedies

  	
  36

  
	
  SECTION 510.

  	
  Rights and Remedies Cumulative

  	
  36

  
	
  SECTION 511.

  	
  Delay or Omission Not Waiver

  	
  36

  
	
  SECTION 512.

  	
  Control by Holders

  	
  36

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  37

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
  37

  
	
  SECTION 515.

  	
  Waiver of Usury, Stay or
  Extension Laws

  	
  37

  



 


iii

















 


	
   

  	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties and
  Responsibilities

  	
  38

  
	
  SECTION 602.

  	
  Notice of Defaults

  	
  38

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  	
  39

  
	
  SECTION 604.

  	
  Not Responsible for Recitals
  or Issuance of Securities

  	
  40

  
	
  SECTION 605.

  	
  May Hold Securities

  	
  40

  
	
  SECTION 606.

  	
  Money Held in Trust

  	
  40

  
	
  SECTION 607.

  	
  Compensation and Reimbursement

  	
  40

  
	
  SECTION 608.

  	
  Conflicting Interests

  	
  41

  
	
  SECTION 609.

  	
  Corporate Trustee Required;
  Eligibility

  	
  41

  
	
  SECTION 610.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  41

  
	
  SECTION 611.

  	
  Acceptance of Appointment by
  Successor

  	
  43

  
	
  SECTION 612.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  44

  
	
  SECTION 613.

  	
  Preferential Collection of
  Claims Against Company

  	
  44

  
	
  SECTION 614.

  	
  Appointment of Authenticating
  Agent

  	
  44

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Company to Furnish Trustee
  Names and Addresses of Holders

  	
  46

  
	
  SECTION 702.

  	
  Preservation of Information;
  Communications to Holders

  	
  46

  
	
  SECTION 703.

  	
  Reports by Trustee

  	
  46

  
	
  SECTION 704.

  	
  Reports by Company

  	
  47

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Company May Consolidate,
  Etc., Only on Certain Terms

  	
  47

  
	
  SECTION 802.

  	
  Successor Substituted

  	
  48

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental Indentures
  Without Consent of Holders

  	
  48

  
	
  SECTION 902.

  	
  Supplemental Indentures With
  Consent of Holders

  	
  49

  
	
  SECTION 903.

  	
  Execution of Supplemental
  Indentures

  	
  50

  
	
  SECTION 904.

  	
  Effect of Supplemental
  Indentures

  	
  50

  
	
  SECTION 905.

  	
  Conformity with Trust
  Indenture Act

  	
  51

  
	
  SECTION 906.

  	
  Reference in Securities to
  Supplemental Indentures

  	
  51

  



 


iv

















 


	
   

  	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium
  and Interest

  	
  51

  
	
  SECTION 1002.

  	
  Maintenance of Office or
  Agency

  	
  51

  
	
  SECTION 1003.

  	
  Money for Securities Payments
  to Be Held in Trust

  	
  52

  
	
  SECTION 1004.

  	
  Statement by Officers as to
  Default

  	
  53

  
	
  SECTION 1005.

  	
  Existence.

  	
  53

  
	
  SECTION 1006.

  	
  Company Statement as to
  Compliance

  	
  53

  
	
  SECTION 1007.

  	
  Payment of Taxes and Other
  Claims

  	
  53

  
	
  SECTION 1008.

  	
  Waiver of Certain Covenants

  	
  54

  
	
  SECTION 1009.

  	
  Restrictions on Sale or Issuance of Capital Stock of Major Constituent
  Banks and Subsidiaries Owning Major Constituent Banks

  	
  54

  
	
  SECTION 1010.

  	
  Restrictions on Merger or Sale
  of Assets by Major Constituent Banks

  	
  55

  
	
  SECTION 1011.

  	
  Calculation of Original Issue Discount

  	
  56

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of Article

  	
  56

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice to
  Trustee

  	
  56

  
	
  SECTION 1103.

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  56

  
	
  SECTION 1104.

  	
  Notice of Redemption

  	
  57

  
	
  SECTION 1105.

  	
  Deposit of Redemption Price

  	
  58

  
	
  SECTION 1106.

  	
  Securities Payable on
  Redemption Date

  	
  58

  
	
  SECTION 1107.

  	
  Securities Redeemed in Part

  	
  58

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of Article

  	
  59

  
	
  SECTION 1202.

  	
  Satisfaction of Sinking Fund
  Payments with Securities

  	
  59

  
	
  SECTION 1203.

  	
  Redemption of Securities for
  Sinking Fund

  	
  59

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
  60

  
	
  SECTION 1302.

  	
  Defeasance and Discharge

  	
  60

  



 


v

















 


	
  SECTION 1303.

  	
  Covenant Defeasance

  	
  60

  
	
  SECTION 1304.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  61

  
	
  SECTION 1305.

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

  	
  63

  
	
  SECTION 1306.

  	
  Reinstatement

  	
  63

  



 


vi

















 


Certain Sections of this Indenture relating to
Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  609

  
	
   

  	
  (a)(2)

  	
   

  	
  609

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  608

  
	
   

  	
   

  	
   

  	
  610

  
	
  § 311

  	
  (a)

  	
   

  	
  613

  
	
   

  	
  (b)

  	
   

  	
  613

  
	
  § 312

  	
  (a)

  	
   

  	
  701

  
	
   

  	
   

  	
   

  	
  702

  
	
   

  	
  (b)

  	
   

  	
  702

  
	
   

  	
  (c)

  	
   

  	
  702

  
	
  § 313

  	
  (a)

  	
   

  	
  703

  
	
   

  	
  (b)

  	
   

  	
  703

  
	
   

  	
  (c)

  	
   

  	
  703

  
	
   

  	
  (d)

  	
   

  	
  703

  
	
  § 314

  	
  (a)

  	
   

  	
  704

  
	
   

  	
  (a)(4)

  	
   

  	
  101

  
	
   

  	
   

  	
   

  	
  1004

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
  § 315

  	
  (a)

  	
   

  	
  601

  
	
   

  	
  (b)

  	
   

  	
  602

  
	
   

  	
  (c)

  	
   

  	
  601

  
	
   

  	
  (d)

  	
   

  	
  601

  
	
   

  	
  (e)

  	
   

  	
  514

  
	
  § 316

  	
  (a)

  	
   

  	
  101

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  502

  
	
   

  	
   

  	
   

  	
  512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
  (c)

  	
   

  	
  104

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
  1003

  
	
  § 318

  	
  (a)

  	
   

  	
  107

  



 






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


 

















 


INDENTURE, dated as of September 10, 2002, between Zions
Bancorporation, a corporation duly organized and existing under the laws of the
State of Utah (herein called the “Company”), having its principal office at One
South Main, Suite 1134, Salt Lake City, Utah 84111, and J. P. Morgan Trust
Company, National Association, as Trustee (herein called the “Trustee”), having
its Corporate Trust Office at 560 Mission Street, 13th Floor, San Francisco,
California 94105.


 


RECITALS
OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its senior debt securities (herein called the “Securities”),
to be issued in one or more series as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER
PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.                                       Definitions.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Business Day”, when used
with respect to any Place of Payment, means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law or executive order to
close.


 


“Capital Stock” means, as
to shares of a particular bank or corporation other than the Company,
outstanding shares of any class whether now or hereafter authorized,
irrespective of whether such class shall be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of such bank or corporation.


 


“Claim” shall have the
meaning assigned thereto in Section 101(5) of the Bankruptcy Code of
1978, as amended to the date of this Indenture.


 


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


 


“Company” means the Person
named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the 


 


2

















 


applicable
provisions of this Indenture, and thereafter “Company” shall mean such
successor Person.


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee in San Francisco, California at which
at any particular time its corporate trust business shall be administered.


 


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


 


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


 


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


 


“Defeasance” has the
meaning specified in Section 1302.


 


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


 


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


 


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


 


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


 


“Global Security” means a
Security that evidences all or part of the Securities of any series and
bears the legend set forth in Section 204 (or such legend as may be
specified as contemplated by Section 301 for such Securities).


 


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


 


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


 


3

















 


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


 


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


 


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in
each case as amended from time to time.


 


“Major Constituent Bank”
means any Subsidiary which is organized as a banking organization under Federal
or State law and which represents 30% or more of the consolidated assets of the
Company determined as of the date of the most recent audited financial
statements of the Company.


 


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


 


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


 


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


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company,
and who shall be acceptable to the Trustee.


 


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


 


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


 


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


 


(2)                         Securities
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 Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee
expressly assigned to administer the duties of the Trustee hereunder.


 


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


 


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


 


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


 


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


 


“Stated Maturity”, when
used with respect to any Security or any installment of principal thereof or
interest thereon, means the date specified in such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest is due and payable.


 


“Subsidiary” means a
corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, “voting stock” means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.


 


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


 


6

















 


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


 


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


 


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


 


“Wholly Owned Subsidiary”
means a corporation all the outstanding Capital Stock of which is owned
directly or indirectly by the Company.


 


SECTION 102.                                       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 such certificates and
opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture 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 103.                                       Form of
Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or 


 


7

















 


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


 


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


 


SECTION 104.                                       Acts
of Holders; Record Dates.


 


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


 


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


 


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


 


Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Security shall bind every future Holder of the same Security and 


 


8

















 


the Holder of
every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.


 


The Company may set
any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that
the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If not set
by the Company prior to the first solicitation of a Holder made by any Person
in respect of any such matter referred to in the foregoing sentence, the record
date for any such matter shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on
such record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.


 


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


 


9

















 


Outstanding
Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 106.


 


With respect to any
record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day;  provided that
no such change shall be effective unless notice of the proposed new Expiration
Date is given to the other party hereto in writing, and to each Holder of
Securities of the relevant series in the manner set forth in Section 106,
on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.


 


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


 


SECTION 105.                                       Notices,
Etc., to Trustee and Company.


 


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


 


(1)                         the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Assistant Vice President, 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 and
mailed, first-class postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
instrument, Attention: Chief Financial Officer, or at any other address
previously furnished in writing to the Trustee by the Company.


 


SECTION 106.                                       Notice
to Holders; Waiver.


 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier 


 


10

















 


than the earliest
date (if any), prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


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


 


SECTION 107.                                       Conflict
with Trust Indenture Act.


 


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


 


SECTION 108.                                       Effect
of Headings and Table of Contents.


 


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


 


SECTION 109.                                       Successors
and Assigns.


 


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


 


SECTION 110.                                       Separability
Clause.


 


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


 


SECTION 111.                                       Benefits
of Indenture.


 


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


 


11

















 


SECTION 112.                                       Governing
Law.


 


This Indenture and the
Securities shall be governed by and construed in accordance with the law of the
State of New York.


 


SECTION 113.                                       Legal Holidays.


 


In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any
Security which specifically states that such provision shall apply in lieu of
this Section)) payment of interest or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no
interest shall accrue for the period after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, and up to and
including such next succeeding Business Day.


 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 201.                                       Forms Generally.


 


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


 


The definitive Securities
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 the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.


 


12

















 


SECTION 202.                                       Form of
Face of Security.


 


THIS SECURITY IS AN
UNSECURED SENIOR DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS SECURITY IS NOT
A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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


 


ZIONS BANCORPORATION


 


Senior Debt Securities


 


	
  No. 

  	
   

  	
  $         

  



 


 


ZIONS BANCORPORATION, a
corporation duly organized and existing under the laws of the State of Utah
(herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to                                           ,
or registered assigns, the principal sum of                                                      
Dollars on                                                     
[if the Security is to bear
interest prior to Maturity, insert — , and to pay interest
thereon from              
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on          
and              
in each year, commencing          ,
at the rate of     % per annum, until the principal hereof
is paid or made available for payment [if applicable, insert — , provided that any principal
and premium, and any such installment of interest, which is overdue shall bear
interest at the rate of    % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the         or        
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].


 


[If the Security is not to bear interest prior to Maturity, insert —
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of [      ]% per annum
(to 


 


13

















 


the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of [       ]%
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on any overdue interest shall
be payable on demand.]]


 


Payment of the principal
of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in             ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable, insert —
; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].


 


Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate
seal.


 


	
  Dated:

  
	
   

  
	
  ZIONS BANCORPORATION

  
	
   

  
	
   

  	
  By

  	
   

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  	
   

  
				



 


SECTION 203.                                       Form of
Reverse of Security.


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as
of September 10,
2002 (herein called the “Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and J.P. Morgan Trust Company,
National Association, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 


 


14

















 


This Security is
one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal
amount to $          ].


 


[If applicable, insert — The Securities of this series are
subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert —
(1) on            
in any year commencing with the year       and ending
with the year        through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any
time [if applicable, insert —
on or after           , 20   ], as a whole or in part, at the election of the Company, at
the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert — on or before          ,
   %, and if redeemed] during the
12-month period beginning            
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


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


 


15

















 


	
  Year

  	
   

  	
  Redemption Price

  For Redemption

  Through Operation

  of the

  Sinking Fund

  	
   

  	
  Redemption Price For

  Redemption Otherwise

  Than Through Operation

  of the Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


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


 


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


 


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


 


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


 


16

















 


[If the Security is not an Original Issue Discount Security, insert —
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]


 


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


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities
of this series at the time Outstanding shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


 


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


 


17

















 


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


 


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


 


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


 


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


 


This Security shall be
governed by and construed in accordance with the laws of the State of New York,
but without regard to principles of conflict of laws.


 


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


 


SECTION 204.                                       Form of
Legend for Global Securities.


 


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


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


18

















 


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


 


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


 


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


 


	
  Dated:

  
	
   

  
	
  J.P. MORGAN TRUST
  COMPANY, NATIONAL ASSOCIATION

  
	
  As Trustee

  
	
   

  
	
   

  	
  By

  	
   

  
	
  Authorized Officer

  



 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.                                       Amount
Unlimited; Issuable in Series.


 


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


 


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


 


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


 


(2)                         any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


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


 


(4)                         the
date or dates on which the principal of any Securities of the series is
payable;


 


(5)                         the
rate or rates at which any Securities of the series shall bear interest,
if any, the date or dates from which any such interest shall accrue, the
Interest Payment 


 


19

















 


Dates on which any such interest shall be payable and the Regular
Record Date for any such interest payable on any Interest Payment Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(14)                   if
the principal amount payable at the Stated Maturity of any Securities of the series will
not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities
as of any such date for any purpose thereunder or hereunder, including the 


 


20

















 


principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);


 


(15)                   if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both
such Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;


 


(16)                   if
applicable, that any Securities of the series shall be issuable in whole
or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of
any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 204 and any
circumstances in addition to or in lieu of those set forth in Clause (2) of
the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer
of such Global Security in whole or in part may be registered, in the
name or names of Persons other than the Depositary for such Global Security or
a nominee thereof;


 


(17)                   any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;


 


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


 


(19)                   any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5)).


 


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


 


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


 


SECTION 302.                                       Denominations.


 


The Securities of each series shall
be issuable in such denominations as shall be specified as contemplated by Section 301.
In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series 


 


21

















 


shall be issuable
only in registered form without coupons and in denominations of $1,000 and
any integral multiple thereof.


 


SECTION 303.                                       Execution,
Authentication, Delivery and Dating.


 


The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.


 


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


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms
of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating,


 


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


 


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


 


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


 


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


 


22

















 


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


 


Each Security shall be
dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by
manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


SECTION 304.                                       Temporary
Securities.


 


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


 


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


 


SECTION 305.                                       Registration,
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at the principal office of the Authenticating Agent a register (the
register maintained in such office and in any other office or agency 


 


23

















 


of the Company in
a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers
of Securities. The Authenticating Agent is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided.


 


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


 


At the option of the
Holder, and subject to the other provisions of this Section 305,
Securities of any series may be exchanged for other Securities of the
same series, of any authorized denominations and of a like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.


 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.


 


If the Securities of any series (or
of any series and specified tenor) are to be redeemed in part, the Company
shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor,
as the case may be) during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at
the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.


 


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


 


24

















 


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


 


(2)                         Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such
Global Security or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 301.


 


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


 


(4)                         Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.


 


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


 


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


 


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


 


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


 


25

















 


Upon the issuance of any
new Security under this Section, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


Every new Security of any
series issued pursuant to this Section in lieu of any destroyed, lost
or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of that series duly issued hereunder.


 


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


 


SECTION 307.                                       Payment
of Interest; Interest Rights Preserved.


 


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


 


Any interest on any
Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:


 


(1)                         The
Company may elect to make payment of any Defaulted Interest to the Persons
in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class 


 


26

















 


postage prepaid, to each Holder of Securities of such series at
his address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).


 


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


 


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


 


SECTION 308.                                       Persons
Deemed Owners.


 


Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 307)
any interest on such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, 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 or any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. Notwithstanding the foregoing, with
respect to any Security in global form, nothing herein shall prevent the
Company or Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
a Depositary (or its nominee), as a Holder, with respect to such Security in
global form or impair, as between such Depositary and owners of beneficial
interests in such Security in global form, the operation of customary practices
governing the exercise of the rights of such Depositary (or its nominee) as
Holder of such Security in global form.


 


SECTION 309.                                       Cancellation.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled 


 


27

















 


by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order.


 


SECTION 310.                                       Computation
of Interest.


 


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


 


SECTION 311.                                       CUSIP
Numbers.


 


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


 


ARTICLE FOUR


 


SATISFACTION AND
DISCHARGE


 


SECTION 401.                                       Satisfaction
and Discharge of Indenture.


 


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


 


(1)          either


 


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


 


28

















 


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


 


(i)              have
become due and payable, or


 


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


 


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


 


and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest to the date
of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


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


 


SECTION 402.                                       Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee.


 


29
















 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.       Events
of Default.


 


“Event of Default”, wherever used herein with respect
to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(1)        default in
the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days;
or


 


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


 


(3)        default in
the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or


 


(4)        default in
the performance, or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or breach
for a period of 60 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or


 


(5)        a default
under any bond, debenture, note or other evidence of indebtedness for money
borrowed by the Company or any Major Constituent Bank (including a default with
respect to Securities of any series other than that series) having an aggregate
principal amount outstanding of at least $25,000,000, or under any mortgage,
indenture or instrument (including this Indenture) under which there may be
issued or by which there may be secured or evidenced any indebtedness for money
borrowed by the Company having an aggregate principal amount outstanding of at
least $25,000,000, whether such indebtedness now exists or shall hereafter be
created, which default (A) shall constitute a failure to pay any portion of the
principal of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto or (B) shall have resulted in
such indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without, in the case
of Clause (A), such indebtedness having been discharged or without, in the case
of Clause (B), such indebtedness having been discharged or such
acceleration having been rescinded or 


 


30

















 


annulled, in each
such case, within a period of 60 days after
there shall have been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such acceleration to be rescinded or annulled, as the
case may be, and stating that such notice is a “Notice of Default” hereunder,
provided that any such default in either case (A) or (B) shall not be deemed to
have occurred if and so long as the Company or the applicable Major Constituent
Bank shall contest the validity thereof in good faith by appropriate
proceedings; or


 


(6)        the entry by
a court having jurisdiction in the premises of (A) a decree or order for relief
in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or State law, or appointing a receiver or other similar
official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or


 


(7)        the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a receiver or similar official of the Company or of any
substantial part of its property or the taking of corporate action by the
Company in furtherance of any such action; or


 


(8)        (A) the
appointment by a competent government agency having primary regulatory
authority over any Major Constituent Bank under any applicable Federal or State
banking, insolvency or similar law now or hereafter in effect of a receiver,
conservator or other similar official of any such Major Constituent Bank or of
any substantial part of such entity’s property or (B) the entry of a decree or
order in any case or proceeding under any applicable Federal or State banking,
insolvency or other similar law now or hereafter in effect adjudging any Major
Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator
or other similar official of any Major Constituent Bank or of any substantial
part of such entity’s property, or ordering the winding up or liquidation of
such entity’s affairs; or


 


(9)        (A) the
filing by any Major Constituent Bank with any competent government agency
having primary regulatory authority over any such Major 


 


31

















 


Constituent Bank
of a notice of voluntary liquidation or other similar action under any
applicable Federal or State banking, insolvency or other similar law now or
hereafter in effect or (B) the commencement by any Major Constituent Bank of
any case or proceeding under any applicable Federal or State banking,
insolvency or other similar law now or hereafter in effect to be adjudicated insolvent
or bankrupt or seeking the appointment of a receiver, conservator or other
similar official of any such Major Constituent Bank or of any substantial part
of such entity’s property or the consent by any Major Constituent Bank to the
entry of a decree or order in any case or proceeding under the Federal or State
banking, insolvency or other similar laws adjudging any such Major Constituent
Bank insolvent or bankrupt, or appointing any receiver, conservator or other
similar official of any Major Constituent Bank or of any substantial part of
such entity’s property, or ordering the winding up or liquidation of their
respective affairs, or the taking of any corporate action by any such Major
Constituent Bank in furtherance of such action; or


 


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


 


SECTION 502.       Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of Default
specified in Section 501(6), 501(7), 501(8) or 501(9)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.  If an Event of Default specified in Section
501(6), 501(7), 501(8) or 501(9) with respect to Securities of any series at
the time Outstanding occurs, the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.


 


At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if


 


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


 


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


 


32

















 


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


 


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


 


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


 


and


 


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


 


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


 


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


 


The Company covenants that if


 


(1)        default is
made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or


 


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


 


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


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon such
Security and collect the monies adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
such Security, wherever situated.


 


33

















 


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


 


SECTION 504.       Trustee
May File Proofs of Claim.


 


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


 


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


 


SECTION 505.       Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


SECTION 506.       Application
of Money Collected.


 


Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal or any premium or interest, upon 


 


34

















 


presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:


 


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


 


SECOND:  To the payment
of the amounts then due and unpaid for principal of (and premium, if any) and
interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal and
any premium and interest, respectively.


 


SECTION 507.       Limitation
on Suits.


 


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


 


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


 


(2)        the Holders
of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 


35

















 


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


 


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


 


SECTION 509.       Restoration
of Rights and Remedies.


 


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


 


SECTION 510.       Rights
and Remedies Cumulative.


 


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


 


SECTION 511.       Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


SECTION 512.       Control
by Holders.


 


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


 


36

















 


(1)        such
direction shall not be in conflict with any rule of law or with this Indenture
or expose the Trustee to personal liability, and


 


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


 


SECTION 513.       Waiver
of Past Defaults.


 


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


 


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


 


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


 


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


 


SECTION 514.       Undertaking
for Costs.


 


In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.


 


SECTION 515.       Waiver
of Usury, Stay or Extension Laws.


 


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


 


37

















 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.       Certain
Duties and Responsibilities.


 


Except as otherwise provided, the duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture
Act.  Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers.


 


The Trustee shall, prior to the occurrence of an Event
of Default of which the Trustee is deemed to have knowledge, and after the curing
of all Events of Default which may have occurred, 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 or any other related
document against the Trustee.  The right
of the Trustee to perform any discretionary act enumerated or contemplated in
this Indenture or other related documents shall not be construed as a duty.


 


The Trustee shall, during the existence of any Event
of Default which it is deemed to have knowledge of and which has not been
cured, 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
person would exercise or use under the circumstances in the conduct of the
prudent person’s own affairs.


 


The Trustee shall not be liable for any error of
judgment made in good faith by any Responsible Officer of the Trustee unless
the Trustee was negligent in ascertaining the pertinent facts.  The Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in aggregate principal amount
of the Securities Outstanding of the affected series relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or the exercise of any trust or power conferred upon the Trustee,
under this Indenture.  Notwithstanding
the foregoing, 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.


 


Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.


 


SECTION 602.       Notice
of Defaults.


 


The Trustee shall give the Holders notice of any
default hereunder as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any
default of the character specified in Section 501(2) and Section 501(4),
no such notice to Holders shall be given until at least 30 days or 60
days, respectively, after the occurrence 


 


38

















 


thereof.  For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default.


 


The Trustee shall not be charged with knowledge of any
Event of Default under this Indenture or related documents unless (i) a
Responsible Officer of the Trustee shall have actual knowledge of such Event of
Default or (ii) the Trustee shall have received notice in writing of such Event
of Default by the Company or by the Holders of at least 25% in aggregate
principal amount of the Securities then Outstanding of the affected series.


 


SECTION 603.       Certain
Rights of Trustee.


 


Subject to the provisions of Section 601:


 


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


 


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


 


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


 


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


 


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


 


(6)        the Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be 


 


39

















 


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


 


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


 


SECTION 604.       Not
Responsible for Recitals or Issuance of Securities.


 


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


 


SECTION 605.       May
Hold Securities.


 


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


 


SECTION 606.       Money
Held in Trust.


 


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


 


SECTION 607.       Compensation
and Reimbursement.


 


The Company agrees


 


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


 


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


 


40

















 


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


 


(4)        whether or
not herein expressly provided, every provision of this Indenture and of other
related documents relating to the rights, privileges, protections, immunities
and benefits given to the Trustee hereunder, including without limitation its
right to be indemnified, shall (a) be subject to this Article, (b) apply to and
be enforceable by, the Trustee in each of its capacities hereunder, including
without limitation its capacity as Paying Agent and Security Registrar and (c)
extend to directors, officers and employees of the Trustee.


 


SECTION 608.       Conflicting
Interests.


 


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


 


SECTION 609.       Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has (or in the
case of a corporation included in a bank holding company system, the related
holding company has) a combined capital and surplus of at least $50,000,000 and
a corporate trust office in either the Borough of Manhattan, City of
New York or San Francisco, California. 
If any such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of its said supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time the Trustee with respect to the Securities of any series
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


SECTION 610.       Resignation
and Removal; Appointment of Successor.


 


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


 


41

















 


The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


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


 


If at any time:


 


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


 


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


 


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


 


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


 


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


 


42

















 


similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


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


 


SECTION 611.       Acceptance
of Appointment by Successor.


 


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


 


43

















 


such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates.


 


Upon request of any such successor Trustee, the
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 the first or second preceding paragraph, as the case may
be.


 


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


 


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


 


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


 


SECTION 613.       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 Securities), 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 614.       Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, 


 


44

















 


authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


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


 


The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 607.


 


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


 


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


 


Dated:


 


45

















 


	
   

  	
  J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

  
	
   

  	
  As Trustee

  
	
   

  	
  By

  	
  ,

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Officer

  
				



 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


 


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


 


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


 


(1)        not more than
15 days after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities of
each series as of such Regular Record Date, and


 


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


 


excluding from any such list
names and addresses received by the Trustee in the capacity as Security
Registrar, to the extent the Trustee is duly appointed to act as such.


 


SECTION 702.       Preservation
of Information; Communications to Holders.


 


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


 


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


 


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


 


SECTION 703.       Reports
by Trustee.


 


The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.


 


46

















 


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


 


SECTION 704.       Reports
by Company.


 


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


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE


 


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


 


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


 


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


 


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


 


47

















 


(3)        the Company
has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each 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 802.       Successor
Substituted.


 


Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or 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 Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.       Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


(3)        to add any
additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or


 


(4)        to add to or
change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form, 


 


48

















 


registrable or not
registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form; or


 


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


 


(6)        to secure the
Securities; or


 


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


 


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


 


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


 


SECTION 902.       Supplemental
Indentures With Consent of Holders.


 


With the consent of the Holders of not less than 662/3%
in principal amount of the Outstanding Securities of each series affected by
such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 


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


 


49

















 


on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or


 


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


 


(3)        modify any of
the provisions of this Section, Section 513 or Section 1008, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 1008, or the deletion of
this proviso, in accordance with the requirements of Sections 611 and
901(8).


 


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


 


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


 


SECTION 903.       Execution
of Supplemental Indentures.


 


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


 


SECTION 904.       Effect
of Supplemental Indentures.


 


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


 


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SECTION 905.       Conformity
with Trust Indenture Act.


 


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


 


SECTION 906.       Reference
in Securities to Supplemental Indentures.


 


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


 


ARTICLE TEN


 


COVENANTS


 


SECTION 1001.     Payment
of Principal, Premium and Interest.


 


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


 


SECTION 1002.     Maintenance
of Office or Agency.


 


The Company will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


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


 


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


 


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


 


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


 


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


 


The 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 money.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) or interest on any Security of that series and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, City of New York, notice that such
money remains unclaimed and that, after


 


52

















 


a date specified therein,
which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.


 


SECTION 1004.     Statement
by Officers as to Default.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the
date hereof, an Officers’ Certificate, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.


 


SECTION 1005.     Existence.


 


Subject to Article Eight, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory), as applicable, and franchises,
and the existence, rights (charter and statutory) and franchises of any Major
Constituent Bank; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.


 


SECTION 1006.     Company
Statement as to Compliance.


 


The Company will deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement, which need not
comply with Section 102, signed by the Chairman of the Board, a Vice Chairman,
the President or a Vice President and by the Treasurer or an Assistant
Treasurer of the Company, stating, as to each signer thereof, that


 


(1)        a review of
the activities of the Company during such year and of performance under this
Indenture has been made under his supervision, and


 


(2)        to the best
of his knowledge, based on such review, (a) the Company has fulfilled all its
obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to him and the nature and status thereof, and (b) no event has occurred
and is continuing which is, or after notice or lapse of time or both would
become, an Event of Default under Section 501 or, if such event has occurred
and is continuing, specifying such event known to him and the nature and status
thereof.


 


SECTION 1007.     Payment
of Taxes and Other Claims.


 


The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges 


 


53

















 


levied or imposed upon
the Company or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


SECTION 1008.     Waiver
of Certain Covenants.


 


Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company, with respect to the
Securities of any series, may omit in any particular instance to comply with
any term, provision or condition set forth in any covenant provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series
or in any of Sections 1005 to 1007, inclusive, or in Section 1009 or
Section 1010 if before the time for such compliance the Holders of at least
66 2/3% in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.


 


SECTION 1009.    Restrictions
on Sale or Issuance of Capital Stock of Major Constituent Banks and
Subsidiaries Owning Major Constituent Banks.


 


The Company will not, and will not permit any Subsidiary
to, sell, assign, pledge, transfer or otherwise dispose of (i) any shares
of Capital Stock of any Major Constituent Bank or any Subsidiary owning, directly or
indirectly, any shares of Capital Stock of any Major Constituent Bank, or (ii) any securities convertible into
such Capital Stock, and the Company will not permit any Major Constituent Bank or any Subsidiary
owning, directly or indirectly, any shares of Capital Stock of a Major Constituent Bank to issue any shares
of such Major Constituent Bank’s or such Subsidiary’s Capital Stock or, as the
case may be, any securities convertible into shares of such Major Constituent
Bank’s or such Subsidiary’s Capital Stock, as the case may be, except in any
such case where:


 


(1)        the sales,
assignments, pledges, transfers or other dispositions or issuances are made, in
the minimum amount required by law, to any Person for the purpose of the
qualification of such Person to serve as a director; or


 


(2)        the sales,
assignments, pledges, transfers or other dispositions or issuances are for fair
market value (as determined by the Board of Directors of the Company, such
determination being evidenced by a Board Resolution) and, after giving effect
to such disposition and to any potential dilution (if the shares or securities
are convertible into Capital Stock), the Company will own directly or
indirectly not less than 80% of the shares of each class of Capital Stock of
such 


 


54

















 


Major Constituent Bank or any such
Subsidiary owning, directly or indirectly, any shares of Capital Stock of such
Major Constituent Bank; or


 


(3)        the sales,
assignments, pledges, transfers or other dispositions or issuances are made
(i) in compliance with an order of a court or regulatory authority of
competent jurisdiction, (ii) in compliance with a condition imposed by an
order of a court or regulatory authority of competent jurisdiction permitting
the acquisition by the Company, directly or indirectly, of any entity the
activities of which are legally permissible for a company such as the Company
or a subsidiary thereof to engage in or (iii) in compliance with an
undertaking made to a regulatory authority of competent jurisdiction in
connection with an acquisition by the Company, directly or indirectly, of any
entity the activities of which are legally permissible for a company such as
the Company or a subsidiary thereof to engage in; provided that, in the case of Clauses (ii) and (iii),
the assets of the entity to be acquired and its consolidated subsidiaries are
equal to or greater than 75% of the assets of such Major Constituent Bank or such Subsidiary
owning, directly or indirectly, any shares of Capital Stock of a Major Constituent Bank and its respective
consolidated subsidiaries on the date of acquisition calculated in accordance
with generally accepted accounting principles; or


 


(4)        the sales,
assignments, pledges, transfers or other dispositions or issuances are made to
the Company or any Wholly Owned Subsidiary.


 


SECTION
1010.     Restrictions on
Merger or Sale of Assets by Major Constituent
Banks.


 


So long as any of the Securities shall be outstanding,
the Company will not permit any Major Constituent Bank to


 


(1)        merge into or
consolidate with any other banking institution, unless the surviving banking
institution is the Company or is, or upon consummation of the merger or
consolidation will become, a Subsidiary not less than 80% of the shares of each
class of the Capital Stock of which are owned, directly or indirectly, by the
Company, or


 


(2)        lease, sell
or transfer all or substantially all of its properties and assets to any
corporation or other Person, except to the Company, a Subsidiary not less than
80% of the shares of the shares of each class of the Capital Stock of which are
owned, directly or indirectly, by the Company or a Person that, upon such
lease, sale or transfer, will become a Subsidiary not less than 80% of the
shares of the each class of the Capital Stock of which are owned, directly or
indirectly, by the Company,


 


except
where such mergers, consolidations, sales or transfers are made (i) in
compliance with an order of a court or regulatory authority of competent
jurisdiction, (ii) in compliance with a condition imposed by an order of a
court or regulatory authority of competent jurisdiction permitting the
acquisition by the Company, directly or indirectly, of any entity the
activities of which are legally permissible for a company such as the Company
or a subsidiary thereof to engage in or (iii) in compliance with an undertaking
made to a regulatory authority of competent jurisdiction in connection with an
acquisition 


 


55

















 


by the
Company, directly or indirectly, of any entity the activities of which are
legally permissible for a company such as the Company or a subsidiary thereof
to engage in; provided that, in
the case of Clauses (ii) and (iii), the assets of the entity to be
acquired and its consolidated subsidiaries are equal to or greater than 75% of
the assets of such Major Constituent
Bank and its consolidated subsidiaries on the date of acquisition, calculated
in accordance with generally accepted accounting principles.


 


SECTION
1011.     Calculation of
Original Issue Discount.


 


If any Original Issue Discount Securities are outstanding,
the Company shall file with the Trustee promptly at the end of each calendar
year (i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION
1101.     Applicability of
Article.


 


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


 


SECTION
1102.     Election to
Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption
at the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.


 


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


 


If less than all the Securities of any series are to
be redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the 


 


56

















 


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


 


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


 


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


 


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


 


SECTION
1104.     Notice of
Redemption.


 


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


 


All notices of redemption shall state:


 


(1)        the
Redemption Date,


 


(2)        the
Redemption Price,


 


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


 


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


 


57

















 


(5)        the place or
places where each such Security is to be surrendered for payment of the
Redemption Price, and


 


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


 


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


 


SECTION
1105.     Deposit of
Redemption Price.


 


Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.


 


SECTION
1106.     Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


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


 


SECTION
1107.     Securities
Redeemed in Part.


 


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


 


58

















 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION
1201.     Applicability
of Article.


 


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


 


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


 


SECTION
1202.     Satisfaction of
Sinking Fund Payments with Securities.


 


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


 


SECTION
1203.     Redemption of
Securities for Sinking Fund.


 


Not less than 90 days (or such shorter period as shall
be satisfactory to the Trustee) prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 60 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


 


59

















 


ARTICLE THIRTEEN


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
1301.     Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at any time, to
have Section 1302 or Section 1303 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 301 as
being defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.


 


SECTION
1302.     Defeasance and
Discharge.


 


Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the
case may be, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities
as provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called “Defeasance”). For this
purpose, such Defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Securities and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more
fully set forth in such Section, payments in respect of the principal of (and
premium, if any) and interest on such Securities when payments are due,
(2) the Company’s obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 1303 applied to such Securities.


 


SECTION
1303.     Covenant
Defeasance.


 


Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the
case may be, (1) the Company shall be released from its obligations under
Sections 1005 to 1007 inclusive, Sections 1009 and 1010, and any covenants
provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of
the Holders of such Securities and (2) the
occurrence of any event specified in Sections 501(4) (with respect to any
of Sections 1005 to 1007 inclusive, Sections 1009 and 1010, and any such
covenants provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5)
and 501(10) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Covenant 


 


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Defeasance”).  For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason
of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


 


SECTION
1304.     Conditions to
Defeasance or Covenant Defeasance.


 


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


 


(1)        The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on
such Securities on the respective Stated Maturities, in accordance with the
terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in Clause (x)
above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on
any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 


(2)        In the event
of an election to have Section 1302 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from,


 


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or there has been
published by, the Internal Revenue Service a ruling or (B) since the date
of this instrument, there has been a change in the applicable Federal income
tax law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and
will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and
discharge were not to occur.


 


(3)        In the event
of an election to have Section 1303 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of
the deposit and Covenant Defeasance to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.


 


(4)        The Company
shall have delivered to the Trustee an Officers’ Certificate to the effect that
neither such Securities nor any other Securities of the same series, if then
listed on any securities exchange, will be delisted as a result of such
deposit.


 


(5)        No event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 501(6), (7), (8) and (9), at any time on
or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).


 


(6)        Such Defeasance
or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of such Act).


 


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


 


(8)        Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.


 


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


 


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SECTION
1305.     Deposited Money
and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph of
Section 1003, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1306, the Trustee and any such
other trustee are referred to collectively as the “Trustee”) pursuant to
Section 1304 in respect of any Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but money
so held in trust need not be segregated from other funds except to the extent
required by law.


 


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


 


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


 


SECTION
1306.     Reinstatement.


 


If the Trustee or the Paying Agent is unable to apply
any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has
been discharged or released pursuant to Section 1302 or 1303 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to
Section 1305 with respect to such Securities in accordance with this
Article; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.


 


This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.


 


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


 


	
   

  	
  ZIONS BANCORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Doyle L. Arnold

  
	
   

  	
  Name: Doyle L. Arnold

  
	
   

  	
  Title: Executive Vice President

  



 


 


	
   

  	
  J. P. MORGAN TRUST
  COMPANY, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James L. Nagy

  
	
   

  	
  Authorized Officer

  
				



 


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