Exhibit 4.2


 




 





 


 


ZIONS
BANCORPORATION


 


TO


 


J. P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION


Trustee


 


 






 


 


Indenture


 


 


Dated as of September 10, 2002


 






 


SUBORDINATED
DEBT SECURITIES


 


 




 





 

















 


TABLE OF CONTENTS


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
  Act

  	
  2

  
	
   

  	
   

  	
  Affiliate;
  control

  	
  2

  
	
   

  	
   

  	
  Authenticating
  Agent

  	
  2

  
	
   

  	
   

  	
  Board of
  Directors

  	
  2

  
	
   

  	
   

  	
  Board
  Resolution

  	
  2

  
	
   

  	
   

  	
  Business
  Day

  	
  2

  
	
   

  	
   

  	
  Claim

  	
  2

  
	
   

  	
   

  	
  Commission

  	
  2

  
	
   

  	
   

  	
  Company

  	
  2

  
	
   

  	
   

  	
  Company
  Request; Company Order

  	
  2

  
	
   

  	
   

  	
  Corporate
  Trust Office

  	
  3

  
	
   

  	
   

  	
  corporation

  	
  3

  
	
   

  	
   

  	
  Covenant
  Defeasance

  	
  3

  
	
   

  	
   

  	
  Defaulted
  Interest

  	
  3

  
	
   

  	
   

  	
  Defeasance

  	
  3

  
	
   

  	
   

  	
  Depositary

  	
  3

  
	
   

  	
   

  	
  Event of
  Default

  	
  3

  
	
   

  	
   

  	
  Excess
  Proceeds

  	
  3

  
	
   

  	
   

  	
  Exchange
  Act

  	
  3

  
	
   

  	
   

  	
  Expiration
  Date

  	
  3

  
	
   

  	
   

  	
  Global
  Security

  	
  4

  
	
   

  	
   

  	
  Holder

  	
  4

  
	
   

  	
   

  	
  Indenture

  	
  4

  
	
   

  	
   

  	
  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

  	
  5

  
	
   

  	
   

  	
  Original
  Issue Discount Security

  	
  5

  
	
   

  	
   

  	
  Outstanding

  	
  5

  
	
   

  	
   

  	
  Paying Agent

  	
  6

  
	
   

  	
   

  	
  Person

  	
  6

  



 






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


 

















 


	
   

  	
   

  	
  Place of
  Payment

  	
  6

  
	
   

  	
   

  	
  Predecessor
  Security

  	
  6

  
	
   

  	
   

  	
  Redemption
  Date

  	
  6

  
	
   

  	
   

  	
  Redemption
  Price

  	
  6

  
	
   

  	
   

  	
  Regular
  Record Date

  	
  6

  
	
   

  	
   

  	
  Securities

  	
  7

  
	
   

  	
   

  	
  Securities
  Act

  	
  7

  
	
   

  	
   

  	
  Security
  Register; Security Registrar

  	
  7

  
	
   

  	
   

  	
  Senior
  Indebtedness

  	
  7

  
	
   

  	
   

  	
  Special
  Record Date

  	
  8

  
	
   

  	
   

  	
  Stated
  Maturity

  	
  8

  
	
   

  	
   

  	
  Subsidiary

  	
  8

  
	
   

  	
   

  	
  Termination
  Event

  	
  8

  
	
   

  	
   

  	
  Trust
  Indenture Act

  	
  9

  
	
   

  	
   

  	
  Trustee

  	
  9

  
	
   

  	
   

  	
  U.S.
  Government Obligation

  	
  9

  
	
   

  	
   

  	
  Vice President

  	
  9

  
	
  SECTION 102.

  	
   

  	
  Compliance
  Certificates and Opinions

  	
  9

  
	
  SECTION 103.

  	
   

  	
  Form of
  Documents Delivered to Trustee

  	
  10

  
	
  SECTION 104.

  	
   

  	
  Acts of
  Holders; Record Dates

  	
  10

  
	
  SECTION 105.

  	
   

  	
  Notices,
  Etc., to Trustee and Company

  	
  12

  
	
  SECTION 106.

  	
   

  	
  Notice to
  Holders; Waiver

  	
  13

  
	
  SECTION 107.

  	
   

  	
  Conflict
  with Trust Indenture Act

  	
  13

  
	
  SECTION 108.

  	
   

  	
  Effect of
  Headings and Table of Contents

  	
  13

  
	
  SECTION 109.

  	
   

  	
  Successors
  and Assigns

  	
  13

  
	
  SECTION 110.

  	
   

  	
  Separability
  Clause

  	
  13

  
	
  SECTION 111.

  	
   

  	
  Benefits
  of Indenture

  	
  14

  
	
  SECTION 112.

  	
   

  	
  Governing
  Law

  	
  14

  
	
  SECTION 113.

  	
   

  	
  Legal Holidays

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
   

  	
  Forms Generally

  	
  14

  
	
  SECTION 202.

  	
   

  	
  Form of
  Face of Security

  	
  15

  
	
  SECTION 203.

  	
   

  	
  Form of
  Reverse of Security

  	
  16

  
	
  SECTION 204.

  	
   

  	
  Form of
  Legend for Global Securities

  	
  21

  
	
  SECTION 205.

  	
   

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
   

  	
  Amount
  Unlimited; Issuable in Series

  	
  21

  
	
  SECTION 302.

  	
   

  	
  Denominations

  	
  24

  
	
  SECTION 303.

  	
   

  	
  Execution,
  Authentication, Delivery and Dating

  	
  24

  
	
  SECTION 304.

  	
   

  	
  Temporary
  Securities

  	
  25

  
	
  SECTION 305.

  	
   

  	
  Registration,
  Registration of Transfer and Exchange

  	
  26

  
					



 

















 


	
  SECTION 306.

  	
   

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  28

  
	
  SECTION 307.

  	
   

  	
  Payment
  of Interest; Interest Rights Preserved

  	
  28

  
	
  SECTION 308.

  	
   

  	
  Persons
  Deemed Owners

  	
  29

  
	
  SECTION 309.

  	
   

  	
  Cancellation

  	
  30

  
	
  SECTION 310.

  	
   

  	
  Computation
  of Interest

  	
  30

  
	
  SECTION 311.

  	
   

  	
  CUSIP
  Numbers

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
   

  	
  Satisfaction
  and Discharge of Indenture

  	
  31

  
	
  SECTION 402.

  	
   

  	
  Application
  of Trust Money

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
   

  	
  Events of
  Default

  	
  32

  
	
  SECTION 502.

  	
   

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  34

  
	
  SECTION 503.

  	
   

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  35

  
	
  SECTION 504.

  	
   

  	
  Trustee May File
  Proofs of Claim

  	
  36

  
	
  SECTION 505.

  	
   

  	
  Trustee May Enforce
  Claims Without Possession of Securities

  	
  36

  
	
  SECTION 506.

  	
   

  	
  Application
  of Money Collected

  	
  36

  
	
  SECTION 507.

  	
   

  	
  Limitation
  on Suits

  	
  37

  
	
  SECTION 508.

  	
   

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  37

  
	
  SECTION 509.

  	
   

  	
  Restoration
  of Rights and Remedies

  	
  37

  
	
  SECTION 510.

  	
   

  	
  Rights
  and Remedies Cumulative

  	
  38

  
	
  SECTION 511.

  	
   

  	
  Delay or
  Omission Not Waiver

  	
  38

  
	
  SECTION 512.

  	
   

  	
  Control
  by Holders

  	
  38

  
	
  SECTION 513.

  	
   

  	
  Waiver of
  Past Defaults

  	
  38

  
	
  SECTION 514.

  	
   

  	
  Undertaking
  for Costs

  	
  39

  
	
  SECTION 515.

  	
   

  	
  Waiver of
  Usury, Stay or Extension Laws

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
   

  	
  Certain
  Duties and Responsibilities

  	
  39

  
	
  SECTION 602.

  	
   

  	
  Notice of
  Defaults

  	
  40

  
	
  SECTION 603.

  	
   

  	
  Certain
  Rights of Trustee

  	
  40

  
	
  SECTION 604.

  	
   

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  41

  
	
  SECTION 605.

  	
   

  	
  May Hold
  Securities

  	
  41

  
	
  SECTION 606.

  	
   

  	
  Money
  Held in Trust

  	
  42

  
	
  SECTION 607.

  	
   

  	
  Compensation
  and Reimbursement

  	
  42

  
	
  SECTION 608.

  	
   

  	
  Conflicting
  Interests

  	
  42

  
	
  SECTION 609.

  	
   

  	
  Corporate
  Trustee Required; Eligibility

  	
  43

  
	
  SECTION 610.

  	
   

  	
  Resignation
  and Removal; Appointment of Successor

  	
  43

  
	
  SECTION 611.

  	
   

  	
  Acceptance
  of Appointment by Successor

  	
  44

  



 

















 


	
  SECTION 612.

  	
   

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  45

  
	
  SECTION 613.

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
  46

  
	
  SECTION 614.

  	
   

  	
  Appointment
  of Authenticating Agent

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
   

  	
  Company
  to Furnish Trustee Names and Addresses of Holders

  	
  47

  
	
  SECTION 702.

  	
   

  	
  Preservation
  of Information; Communications to Holders

  	
  48

  
	
  SECTION 703.

  	
   

  	
  Reports
  by Trustee

  	
  48

  
	
  SECTION 704.

  	
   

  	
  Reports
  by Company

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
   

  	
  Company May Consolidate,
  Etc., Only on Certain Terms

  	
  49

  
	
  SECTION 802.

  	
   

  	
  Successor
  Substituted

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
   

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  50

  
	
  SECTION 902.

  	
   

  	
  Supplemental
  Indentures With Consent of Holders

  	
  51

  
	
  SECTION 903.

  	
   

  	
  Execution
  of Supplemental Indentures

  	
  52

  
	
  SECTION 904.

  	
   

  	
  Effect of
  Supplemental Indentures

  	
  52

  
	
  SECTION 905.

  	
   

  	
  Conformity
  with Trust Indenture Act

  	
  52

  
	
  SECTION 906.

  	
   

  	
  Reference
  in Securities to Supplemental Indentures

  	
  52

  
	
  SECTION 907.

  	
   

  	
  Subordination
  Impaired

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
   

  	
  Payment
  of Principal, Premium and Interest

  	
  53

  
	
  SECTION 1002.

  	
   

  	
  Maintenance
  of Office or Agency

  	
  53

  
	
  SECTION 1003.

  	
   

  	
  Money for
  Securities Payments to Be Held in Trust

  	
  54

  
	
  SECTION 1004.

  	
   

  	
  Statement
  by Officers as to Default

  	
  55

  
	
  SECTION 1005.

  	
   

  	
  Existence

  	
  55

  
	
  SECTION 1006.

  	
   

  	
  Company
  Statement as to Compliance

  	
  55

  
	
  SECTION 1007.

  	
   

  	
  Payment
  of Taxes and Other Claims

  	
  55

  
	
  SECTION 1008.

  	
   

  	
  Waiver of
  Certain Covenants

  	
  56

  
	
  SECTION 1009.

  	
   

  	
  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

  	
  57

  
	
  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

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  
	
  SECTION 1303.

  	
   

  	
  Covenant
  Defeasance

  	
  61

  
	
  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

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUBORDINATION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
   

  	
  Securities
  Subordinate to Senior Indebtedness

  	
  64

  
	
  SECTION 1402.

  	
   

  	
  Payment
  Over of Proceeds Upon Dissolution, Etc.

  	
  64

  
	
  SECTION 1403.

  	
   

  	
  Prior
  Payment to Senior Indebtedness Upon Acceleration of Securities

  	
  65

  
	
  SECTION 1404.

  	
   

  	
  No
  Payment When Senior Indebtedness in Default

  	
  66

  
	
  SECTION 1405.

  	
   

  	
  Payment
  Permitted If No Default

  	
  66

  
	
  SECTION 1406.

  	
   

  	
  Subrogation
  to Rights of Holders of Senior Indebtedness

  	
  66

  
	
  SECTION 1407.

  	
   

  	
  Provisions
  Solely to Define Relative Rights

  	
  67

  
	
  SECTION 1408.

  	
   

  	
  Trustee
  to Effectuate Subordination

  	
  67

  
	
  SECTION 1409.

  	
   

  	
  No Waiver
  of Subordination Provisions

  	
  67

  
	
  SECTION 1410.

  	
   

  	
  Notice to
  Trustee

  	
  68

  
	
  SECTION 1411.

  	
   

  	
  Reliance
  on Judicial Order or Certificate of Liquidating Agent

  	
  68

  
	
  SECTION 1412.

  	
   

  	
  Trustee
  Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect of
  General Obligations)

  	
  69

  
	
  SECTION 1413.

  	
   

  	
  Rights of
  Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights

  	
  69

  
	
  SECTION 1414.

  	
   

  	
  Article Applicable
  to Paying Agents

  	
  69

  
	
  SECTION 1415.

  	
   

  	
  Payment
  of Proceeds in Certain Cases

  	
  69

  
	
  SECTION 1416.

  	
   

  	
  Automatic
  Termination

  	
  71

  



 

















 


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 subordinated 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.


 


“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 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.


 


2

















 


“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.


 


“Default” has the meaning
specified in Section 501.


 


“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.


 


“Excess Proceeds” has the
meaning specified in Section 1415.


 


“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.


 


“General Obligations”
means all obligations of the Company to make payment on account of claims of
general creditors, other than (A) obligations on account of Senior
Indebtedness and (B) obligations on account of the Securities and
indebtedness for money borrowed ranking pari
passu with or subordinate to the Securities; provided, however, that if the Board of
Governors of the Federal Reserve System (or other Federal banking supervisor
that shall at the time of determination be the Company’s primary Federal
banking supervisor) shall promulgate any rule or issue any interpretation
defining or describing the term “general creditor” or “general creditors” or “senior
indebtedness” for purposes of its criteria for the inclusion of subordinated
debt of a bank holding company (including a financial holding company, if applicable)
in capital, or otherwise defining or describing the obligations to which
subordinated debt of a bank holding company (including a financial holding
company, if applicable) must be subordinated to be included in capital, to
include any obligations not included in the definition of “Senior Indebtedness”
herein, the term “General Obligations” shall mean such obligations as defined
or described in the first such rule or interpretation, other than
obligations described in clauses (A) and (B) above.


 


“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).


 


3

















 


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


 


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


 


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


 


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


 


“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(b).


 


“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.


 


4

















 


“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;


 


(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.


 


5

















 


“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.


 


“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.


 


“Senior Indebtedness”
means:


 


(1)                              the
principal of (and premium, if any) and interest in respect of indebtedness of
the Company for purchased or borrowed money, whether or not evidenced by
securities, notes, debentures, bonds or other similar instruments issued by the
Company;


 


(2)                              all
capital lease obligations of the Company;


 


6

















 


(3)                              all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations
of the Company under any conditional sale or title retention agreement, but
excluding trade accounts payable in the ordinary course of business;


 


(4)                              all
obligations of the Company in respect of any letters of credit, bankers
acceptance, security purchase facilities and similar credit transactions;


 


(5)                              all
obligations of the Company in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap
agreements, currency future or option contracts and other similar agreements;


 


(6)                              all
obligations of the type referred to in clauses (1) through (5) of
other persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise;


 


(7)                              all
obligations of the type referred to in clauses (1) through (6) of
other persons secured by any lien on any property or asset of the Company
whether or not such obligation is assumed by the Company; and


 


(8)                              any deferrals, renewals or
extensions of any such Senior Indebtedness;


 


provided,
however, that Senior Indebtedness does not include:


 


(1)                              the
Securities;


 


(2)                              any
indebtedness that by its terms is subordinated to, or ranks on an equal basis
with, the Securities, including the Company’s 85/8%
Subordinated Notes due October 15, 2002, the Company’s Floating Rate
Subordinated Notes due November 24, 2005, the Company’s Floating Rate
Subordinated Notes due June 15, 2008, the Company’s Fixed/Floating Rate
Subordinated Notes due October 15, 2011, Zions Financial Corp.’s
Fixed/Floating Rate Guaranteed Notes due May 15, 2011, Zions Institutional
Capital Trust A’s 8.536% Capital Securities due December 15, 2026, GB
Capital Trust’s 10.25% Capital Securities due January 15, 2027, Zions
Capital Trust B’s 8.00% Capital Securities due September 1, 2032 and CSBI
Capital Trust’s 11.75% Capital Securities due June 6, 2027 (all of which
shall rank pari passu with the Securities); and


 


(3)                              any
indebtedness between or among the Company and its affiliates, including all
other debt securities and guarantees in respect of debt securities issued to
any trust, or a trustee of such trust, partnership or other entity affiliated
with the Company which is a financing vehicle of the Company in connection with
the issuance by such financing vehicle of capital securities or other
securities guaranteed by the Company pursuant to an instrument that ranks on an
equal basis with or junior in respect of payment to the Securities.


 


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


 


7

















 


“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.


 


“Termination Event” means
(a) the promulgation of any rule or regulation or the issuance of any
interpretation of the Board of Governors of the Federal Reserve System (or
other Federal banking supervisor that shall at the time of determination be the
Company’s primary Federal banking supervisor) that (i) defines or
describes the terms “general creditor” or “general creditors” or “senior
indebtedness” for purposes of its criteria for the inclusion of subordinated
debt of a bank holding company (including a financial holding company, if
applicable) in capital, or otherwise defines or describes the obligations to
which subordinated debt of a bank holding company (including a financial
holding company, if applicable) must be subordinated for the debt to be
included in capital, to include no obligations other than those covered by the
definition of Senior Indebtedness without regard to any other obligations of
the Company, (ii) permits the Company to include the Securities in its
capital if they were subordinated in right of payment to the Senior
Indebtedness without regard to any other obligations of the Company, (iii) otherwise
eliminates the requirement that subordinated debt of a bank holding company
(including a financial holding company, if applicable) must be subordinated in
right of payment to the claims of its general creditors in order to be included
in capital or (iv) causes the Securities to be excluded from capital
notwithstanding the provisions of this Indenture referred to in Section 1416
or (b) any event that results in the Company not being subject to capital
requirements under the rules, regulations or interpretations of the Board of
Governors of the Federal Reserve System (or other Federal banking supervisor).


 


“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.


 


“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.


 


8

















 


“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”.


 


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 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


 


9

















 


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 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


 


10

















 


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 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


 


11

















 


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 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.


 


12

















 


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 (a) the
parties hereto and their successors hereunder, (b) the holders of Senior
Indebtedness, (c) the Holders and (d) subject to Section 907,
the creditors in respect of General Obligations, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


SECTION 112.                                       Governing
Law.


 


This Indenture and the
Securities shall be governed by and construed in accordance with the 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


 


13

















 


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.


 


SECTION 202.                                       Form of
Face of Security.


 


THIS SECURITY IS AN
UNSECURED SUBORDINATED 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


 


Subordinated 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


 


14

















 


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 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].


 


15

















 


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, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face
hereof [if applicable, insert —,
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,


 


16

















 


	
  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,


 


	
  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.]


 


17

















 


[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.]


 


The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness,
and in certain circumstances, to all General Obligations, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or
her behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his
or her attorney-in-fact for any and all such purposes. Each Holder hereof, by
his or her acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether
now outstanding or hereafter created, incurred, assumed or guaranteed, and
waives reliance by each such holder upon said provisions.


 


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


 


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


 


[If the Security is an Original Issue Discount Security, insert —
If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to — insert
formula for determining the amount. Upon payment (i) of the
amount of principal so


 


18

















 


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.


 


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.


 


19

















 


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.


 


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.


 


20

















 


	
  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 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


 


21

















 


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
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;


 


22

















 


(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.


 


The Securities shall be
subordinated in right of payment to Senior Indebtedness as provided in Article Fourteen.


 


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 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


 


23

















 


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.


 


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.


 


24

















 


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 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


 


25

















 


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:


 


(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


 


26

















 


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.


 


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


 


27

















 


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 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).


 


28

















 


(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 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.


 


29

















 


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


 


(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


 


30

















 


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.


 


ARTICLE FIVE



REMEDIES


 


SECTION 501.                                       Events
of Default.


 


(a)  “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)                              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


 


31

















 


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


 


(2)                              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


 


(3)                              (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


 


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


 


32
















 


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


 


(i)              an
Event of Default specified in Section 501(a); or


 


(ii)           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


 


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


 


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


 


(v)          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


 


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


 


SECTION 502.                                       Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default
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 shall become
immediately due and payable.


 


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


 


33

















 


to the Company and
the Trustee, may rescind and annul such declaration and its consequences
if


 


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


 


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


 


(B) the
principal of (and premium, if any, on) any Securities of that series which
have become due otherwise than by such declaration of acceleration and 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.


 


34

















 


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.


 


If a 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.


 


35

















 


SECTION 506.                                       Application
of Money Collected.


 


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


 


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


 


36

















 


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 Default shall impair any such right or remedy or constitute a
waiver of any such Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.


 


SECTION 512.                                       Control
by Holders.


 


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


 


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


 


37

















 


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


 


SECTION 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.


 


38

















 


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 a Default or Event of Default of which the Trustee is
deemed to have knowledge, and after the curing of all Defaults or 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 Default or 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(b)(ii) and
Section 501(b)(v), no such notice to Holders shall be given until at least
30 days or 60 days, respectively, after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, a Default.


 


39

















 


The Trustee shall not be
charged with knowledge of any Default or Event of Default under this Indenture
or related documents unless (i) a Responsible Officer of the Trustee shall
have actual knowledge of such Default or Event of Default or (ii) the
Trustee shall have received notice in writing of such Default or 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 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


 


40

















 


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;


 


(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


 


41

















 


(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 or
a trustee under the Indenture, dated as of October 25, 2001, with respect
to the Company’s $200,000,000 Fixed/Floating Rate Subordinated Notes due October 15,
2011; the Indenture, dated as of May 24, 2001, with respect to Zions
Financial Corp.’s $200,000,000 Fixed/Floating Rate Guaranteed Notes due May 15,
2011; or the Indenture, dated as of December 26, 1996, and the Capital
Securities Guarantee Agreement, dated as of December 26, 1996, relating to
Zions Institutional Capital Trust A’s $200,000,000 8.536% Series A Capital
Securities.


 


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.


 


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


 


42

















 


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


 


43

















 


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 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.


 


44

















 


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, 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


 


45

















 


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:

  	
   

  
	
   

  	
   

  
	
   

  	
  J. P. MORGAN TRUST
  COMPANY, NATIONAL ASSOCIATION

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   By

  	
   

  	
  ,

  
	
   

  	
  As Authenticating Agent

  
					



 


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  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.


 


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


 


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SECTION 704.                                       Reports
by Company.


 


The Company shall file
with the Trustee and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the 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 or Default, and no event which,
after notice or lapse of time or both, would become an Event of Default or
Default, shall have happened and be continuing; and


 


(3)                         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, 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.


 


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


 


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


 


49

















 


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.


 


Notwithstanding any
provision in this Indenture or otherwise, the rights of creditors in respect of
General Obligations under this Indenture and otherwise in respect of the
Securities may, at any time and from time to time, be reduced or eliminated by
a supplemental indenture entered into by the Company and the Trustee, which
supplemental indenture will not require the consent of the Holders of
Securities or any creditor in respect of General Obligations.


 


SECTION 902.                                       Supplemental
Indentures With Consent of Holders.


 


With the consent of the
Holders of not less than 66(2)/(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 on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or


 


50

















 


(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.


 


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.


 


51

















 


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.


 


SECTION 907.                                       Subordination
Impaired.


 


(a) No provision in
any supplemental indenture that affects the superior position of the holders of
Senior Indebtedness shall be effective against any holder of Senior
Indebtedness, unless such holder shall have consented thereto.


 


(b) Notwithstanding
any provision in this Indenture or otherwise, the rights of creditors in
respect of General Obligations under this Indenture and otherwise in respect of
the Securities may, at any time and from time to time, be reduced or eliminated
by a supplemental indenture entered into by the Company and the Trustee, which
supplemental indenture will not require the consent of the Holders of
Securities or any creditor in respect of General Obligations.


 


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.


 


52

















 


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


 


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


 


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


 


53

















 


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 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


 


54

















 


of Default under Section 501, or a 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 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, 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.                                 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.


 


55

















 


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 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.


 


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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,


 


(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


 


57

















 


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.


 


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


 


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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.


 


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, and the
provisions of Article Fourteen shall cease to be effective, 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


 


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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, and any covenants provided pursuant to Section 301(18), 901(2) or
901(7) for the benefit of the Holders of such Securities, (2) the
occurrence of any event specified in Sections 501(b)(v) (with respect
to any of Sections 1005 to 1007 inclusive and any such covenants provided
pursuant to Section 301(18), 901(2) or 901(7)) and 501(b)(vi) shall
be deemed not to be or result in a Default and (3) the provisions of Article Fourteen
shall cease to be effective, 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 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(b)(v))
or Article Fourteen, 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


 


60

















 


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, 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, a
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(a)(1), (a)(2), (a)(3) and (a)(4), 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).


 


61

















 


(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)                         No
event or condition shall exist that, pursuant to the provisions of Article Fourteen,
would prevent the Company from making payments of the principal of (and any
premium) or interest on the Securities of such series on the date of such
deposit or 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).


 


(10)                   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.


 


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. Money and U.S. Government Obligations so
held in trust shall not be subject to the provisions of Article Fourteen,
provided that the applicable conditions of Section 1304 have been
satisfied.


 


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.


 


62

















 


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.


 


ARTICLE FOURTEEN


 


SUBORDINATION OF
SECURITIES


 


SECTION 1401.                                 Securities
Subordinate to Senior Indebtedness.


 


The Company covenants and
agrees, and each Holder of a Security, by his acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the indebtedness represented by the Securities and the
payment of the principal of (and premium, if any) and interest on each and all
of the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness.


 


Notwithstanding the
foregoing, if a deposit referred to in Section 1304(1) is made
pursuant to Section 1302 or Section 1303 with respect to any
Securities (and provided all other conditions set out in Section 1302 or
1303, as applicable, shall have been satisfied with respect to such
Securities), then, following the 90th day after such deposit, no money or U.S.
Government Obligations so deposited, and no proceeds thereon, will be subject
to any rights of holders of Senior Indebtedness, including any such rights
arising under this Article Fourteen.


 


SECTION 1402.                                 Payment
Over of Proceeds Upon Dissolution, Etc.


 


In the event of (a) any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to the Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, or (c) any


 


63

















 


assignment for the
benefit of creditors or any other marshaling of assets and liabilities of the Company,
then and in any such event the holders of Senior Indebtedness shall be entitled
to receive payment in full of all amounts due or to become due on or in respect
of all Senior Indebtedness, or provision shall be made for such payment, before
the Holders of the Securities are entitled to receive any payment on account of
principal of or interest on the Securities, and to that end the holders of
Senior Indebtedness shall be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, which may be payable or deliverable in
respect of the Securities in any such case, proceeding, dissolution,
liquidation or other winding up or event.


 


Upon the occurrence of
any of the events described in clauses (a), (b) or (c) of the
immediately preceding paragraph, in the event that notwithstanding the
foregoing provisions of this Section the Trustee or the Holder of any
Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
before all Senior Indebtedness is paid in full or payment thereof provided for,
and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be,
such Holder, then and in such event such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness.


 


The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person
upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or which acquires by
conveyance or transfer such properties and assets substantially as an entirety,
as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the respective conditions set forth in Article Nine.


 


SECTION 1403.                                 Prior
Payment to Senior Indebtedness Upon Acceleration of Securities.


 


In the event that any
Securities are declared due and payable before their Stated Maturity, then and
in such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness or provision shall be made for such payment in cash, before
the Holders of the Securities are entitled to receive any payment (including
any payment which may be payable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the
Securities) by the Company on account of the principal of (or premium, if any)
or interest on the Securities or on account of the purchase or other
acquisition of Securities; provided,
however, that nothing in this Section shall prevent the satisfaction of
any sinking fund payment in accordance with


 


64

















 


Article Twelve
by delivering and crediting pursuant to Section 1202 Securities which have
been acquired (upon redemption or otherwise) prior to such declaration of
acceleration.


 


In the event that,
notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of
this Section, and if such fact shall, at or prior to the time of such payment,
have been made known to the Trustee or, as the case may be, such Holder,
then and in such event such payment shall be paid over and delivered forthwith
to the Company.


 


The provisions of this Section shall
not apply to any payment with respect to which Section 1402 would be
applicable.


 


SECTION 1404.                                 No
Payment When Senior Indebtedness in Default.


 


In the event and during
the continuation of any default in the payment of principal of (or premium, if
any) or interest on any Senior Indebtedness beyond any applicable grace period
with respect thereto, or, in the event any judicial proceeding shall be
pending with respect to any such default, then no payment shall be made by the
Company on account of principal of or interest on the Securities or on account
of the purchase or other acquisition of Securities.


 


In the event that,
notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of
this Section, and if such fact shall, at or prior to the time of such payment,
have been made known to the Trustee or, as the case may be, such Holder,
then and in such event such payment shall be paid over and delivered forthwith
to the Company.


 


The provisions of this Section shall
not apply to any payment with respect to which Section 1402 would be
applicable.


 


SECTION 1405.                                 Payment
Permitted If No Default.


 


Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities of any series shall
prevent (a) the Company, at any time except during the pendency of any
case, proceeding, dissolution, liquidation or other winding up, assignment for
the benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 1402 or under the conditions described in Section 1403
or 1404, from making payments at any time of principal of or interest on the
Securities, or (b) the application by the Trustee of any money deposited
with it hereunder to the payment of or on account of the principal of (and
premium, if any) or interest on the Securities of any series or the
retention of such payment by the Holders, if, at the time of such application
by the Trustee, it did not have knowledge that such payment would have been prohibited
by the provisions of this Article.


 


SECTION 1406.                                 Subrogation
to Rights of Holders of Senior Indebtedness.


 


Subject to the payment in
full of all Senior Indebtedness, the Holders of the Securities shall be
subrogated (equally and ratably with the holders of all indebtedness of


 


65

















 


the Company which
by its express terms is subordinated to indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is
entitled to like rights of subrogation) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.


 


SECTION 1407.                                 Provisions
Solely to Define Relative Rights.


 


The provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior
Indebtedness (and, in the case of Section 1415, the creditors of General
Obligations) on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, the obligation of the Company, which is
absolute and unconditional and which, subject to the rights under this Article of
the holders of Senior Indebtedness (and the rights under Section 1415 of
creditors in respect of General Obligations), is intended to rank equally with
all other General Obligations of the Company, to pay to the Holders of the
Securities the principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, (and under Section 1415 of creditors in
respect of General Obligations) under this Article of the holders of
Senior Indebtedness to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.


 


SECTION 1408.                                 Trustee
to Effectuate Subordination.


 


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


 


SECTION 1409.                                 No
Waiver of Subordination Provisions.


 


No right of any present
or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act,
in good faith, by any such holder, or by any non-compliance by the Company with
the


 


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terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.


 


Without in any way
limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following:  (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.


 


SECTION 1410.                                 Notice
to Trustee.


 


The Company shall give
prompt written notice to the Trustee of any fact known to the Company which
would prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of the Securities, unless and until the Trustee shall
have received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section at least
five Business Days prior to the date upon which by the terms hereof any money may become
payable for any purpose, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within five Business Days prior to such date.


 


Subject to the provisions
of Section 601, the Trustee shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself to be a holder of
Senior Indebtedness or a trustee therefor (or a creditor in respect of General
Obligations) to establish that such notice has been given by a holder of Senior
Indebtedness or a trustee therefor (or a creditor in respect of General
Obligations). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness (or a creditor in respect of General Obligations)
to participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness (or General
Obligations) held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article,


 


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and if such
evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.


 


SECTION 1411.                                 Reliance
on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee,
subject to the provisions of Section 601, and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company (and the creditors in
respect of General Obligations), the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.


 


SECTION 1412.                                 Trustee
Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect of
General Obligations).


 


The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness (or
creditors in respect of General Obligations) and shall not be liable to any
such holders (or creditors in respect of General Obligations) if it shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other Person cash, property or securities to which any
holders of Senior Indebtedness (or creditors in respect of General Obligations)
shall be entitled by virtue of this Article or otherwise.


 


SECTION 1413.                                 Rights
of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.


 


The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at any time be held by it (or
with respect to any General Obligations owed to the Trustee as a creditor), to
the same extent as any other holder of Senior Indebtedness (or creditors in
respect of General Obligations as the case may be), and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 607.


 


SECTION 1414.                                 Article Applicable
to Paying Agents.


 


In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in addition
to or in place


 


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of the Trustee; provided, however, that Section 1413
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.


 


SECTION 1415.                                 Payment
of Proceeds in Certain Cases.


 


(a)  Upon the
occurrence of any of the events specified in clauses (a), (b) and (c) of
the first paragraph of Section 1402, the provisions of that Section shall
be given effect to determine the amount of cash, property or securities which may be
payable or deliverable as between the holders of Senior Indebtedness, on the
one hand, and the Holders of Securities, on the other hand.


 


(b)  If, after
giving effect to the provisions of Section 1402 and Section 1406, any
amount of cash, property or securities of the Company shall be available for
payment or distribution in respect of the Securities (“Excess Proceeds”), and
any creditors in respect of General Obligations shall not have received payment
in full of all amounts due or to become due on or in respect of such General
Obligations, then such Excess Proceeds shall first be applied (ratably with any
amount of cash, property or securities available for payment or distribution in
respect of any other indebtedness of the Company that by its express terms
provides for the payment over of amounts corresponding to Excess Proceeds to
creditors in respect of General Obligations) to pay or provide for the payment
of the General Obligations remaining unpaid, to the extent necessary to pay all
General Obligations in full, after giving effect to any concurrent payment or
distribution to or for creditors in respect of General Obligations. Any Excess
Proceeds remaining after the payment (or provision for payment) in full of all
General Obligations shall be available for payment or distribution in respect
of the Securities.


 


(c)  In the event
that, notwithstanding the foregoing provisions of subsection (b) of
this Section, the Trustee or Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all General Obligations are
paid in full or payment thereof duly provided for, and if such fact shall, at
or prior to the time of such payment or distribution have been made known to
the Trustee or, as the case may be, such Holder, then and in such event,
subject to any obligation that the Trustee or such Holder may have
pursuant to Section 1402, such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for payment in accordance with subsection (b).


 


(d)  Subject to
the payment in full of all General Obligations, the Holders of the Securities
shall be subrogated (equally and ratably with the holders of all indebtedness
of the Company that by its express terms provides for the payment over of
amounts corresponding to Excess Proceeds to creditors in respect of General
Obligations and is entitled to like rights of subrogation) to the rights of the
creditors in respect of General Obligations to receive payments and
distributions of cash, property and securities applicable to the General
Obligations until the principal of and interest on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to
creditors in respect of General Obligations of any cash, property or securities
to which Holders of the Securities or the Trustee would be entitled except for
the provisions of this Section, and no payments over pursuant to the provisions
of this Section to creditors in 


 


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respect of General
Obligations by Holders of Securities or the Trustee, shall, as among the
Company, its creditors other than creditors in respect of General Obligations
and the Holders of Securities be deemed to be a payment or distribution by the
Company to or on account of the General Obligations.


 


(e)  The
provisions of subsections (b), (c) and (d) of this Section are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities, on the one hand, and the creditors in respect of General Obligations,
on the other hand, after giving effect to the rights of the holders of Senior
Indebtedness, as provided in this Article. Nothing contained in subsections
(b), (c) and (d) of this Section is intended to or shall affect the relative
rights against the Company of the Holders of the Securities and (1) the holders
of Senior Indebtedness or (2) other creditors of the Company other than
creditors in respect of General Obligations.


 


SECTION 1416.           Automatic Termination.


 


Upon the occurrence of a Termination Event, the
Company will promptly notify the Trustee and the following provisions of this
Indenture shall immediately and automatically terminate, be null and void ab
initio and have no further effect: the definitions of “Claim”, “Excess
Proceeds” and “General Obligations”; subsection (d) of Section 111; the
sixth paragraph of Section 203; the last paragraph of Section 901; subsection
(b) of Section 907; all language in each parenthetical containing the words
“General Obligations” in Sections 1407, 1410, 1411, 1412 and 1413; and Section
1415. The Trustee shall have the right at any time to request that the Company
supply it with an Opinion of Counsel as to whether a Termination Event shall
have occurred.


 


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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