forms343indseniordebt.htm


    Exhibit 4.3


      HEARTLAND
FINANCIAL USA, INC.

       

      


       

      TO

       

      


       

      U.S. BANK NATIONAL
ASSOCIATION, as Trustee

       

      


       

      


       

      INDENTURE

       

      


       

                         Dated
as of  ____________,
2009                         

                                                       

       

      


       

      SENIOR
DEBT SECURITIES

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

       

      
        	
                 
      

              	
                ARTICLE ONE
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

              


      

       

      
        	
              	
                SECTION 101.Definitions

              


      

      
        	
              	
                SECTION 102.Compliance
      Certificates and Opinions

              


      

      
        	
              	
                SECTION 103.Form
      of Documents Delivered to Trustee

              


      

      
        	
              	
                SECTION 104.Acts
      of Holders

              


      

      
        	
              	
                SECTION 105.Notices,
      etc., to the Trustee and Company

              


      

      
        	
              	
                SECTION 106.Notice
      to Holders; Waiver

              


      

      
        	
              	
                SECTION 107.Effect
      of Headings and Table of Contents

              


      

      
        	
              	
                SECTION 108.Successors
      and Assigns

              


      

      
        	
              	
                SECTION 109.Separability
      Clause

              


      

      
        	
              	
                SECTION 110.Benefits
      of Indenture

              


      

      
        	
              	
                SECTION 111.No
      Personal Liability

              


      

      
        	
              	
                SECTION 112.Governing
      Law

              


      

      
        	
              	
                SECTION 113.Legal
      Holidays

              


      

      
        	
              	
                SECTION 114.Conflict
      with Trust Indenture Act

              


      

       

      
        	
              	
                ARTICLE TWO
      SECURITIES FORMS

              


      

       

      
        	
              	
                SECTION 201.Forms
      of Securities

              


      

      
        	
              	
                SECTION 202.Form
      of Trustee’s Certificate of
Authentication

              


      

      
        	
              	
                SECTION 203.Securities
      Issuable in Global Form

              


      

       

      
        	
              	
                ARTICLE THREE
      THE SECURITIES

              


      

       

      
        	
              	
                SECTION 301.Amount
      Unlimited; Issuable in Series

              


      

      
        	
              	
                SECTION 302.Denominations

              


      

      
        	
              	
                SECTION 303.Execution,
      Authentication, Delivery and Dating

              


      

      
        	
              	
                SECTION 304.Temporary
      Securities

              


      

      
        	
              	
                SECTION 305.Registration,
      Registration of Transfer and
Exchange

              


      

      
        	
              	
                SECTION 306.Mutilated,
      Destroyed, Lost and Stolen
Securities

              


      

      
        	
              	
                SECTION 307.Payment
      of Interest; Interest Rights
Preserved

              


      

      
        	
              	
                SECTION 308.Persons
      Deemed Owners

              


      

      
        	
              	
                SECTION 309.Cancellation

              


      

      
        	
              	
                SECTION 310.Computation
      of Interest

              


      

       

      
        	
              	
                ARTICLE FOUR
      SATISFACTION AND DISCHARGE

              


      

       

      
        	
              	
                SECTION 401.Satisfaction
      and Discharge of Indenture

              


      

      
        	
              	
                SECTION 402.Application
      of Trust Funds

              


      

       

      
        	
              	
                ARTICLE FIVE
      REMEDIES

              


      

       

      
        	
              	
                SECTION 501.Events
      of Default

              


      

      
        	
              	
                SECTION 502.Acceleration
      of Maturity; Rescission and
Annulment

              


      

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

              


      

      
        	
              	
                SECTION 504.Trustee
      May File Proofs of Claim

              


      

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

              


      

      
        	
              	
                SECTION 506.Application
      of Money Collected

              


      

      
        	
              	
                SECTION 507.Limitation
      on Suits

              


      

      
        	
              	
                SECTION 508.Unconditional
      Right of Holders to Receive Principal, Premium or Make-Whole Amount,
      if any, Interest and Additional
Amounts

              


      

      
        	
              	
                SECTION 509.Restoration
      of Rights and Remedies

              


      

      
        	
              	
                SECTION 510.Rights
      and Remedies Cumulative

              


      

      
        	
              	
                SECTION 511.Delay
      or Omission Not Waiver

              


      

      
        	
              	
                SECTION 512.Control
      by Holders of Securities

              


      

      
        	
              	
                SECTION 513.Waiver
      of Past Defaults

              


      

      
        	
              	
                SECTION 514.Waiver
      of Stay or Extension Laws

              


      

      
        	
              	
                SECTION 515.Undertaking
      for Costs

              


      

       

      
        	
              	
                ARTICLE SIX THE
      TRUSTEE

              


      

       

      
        	
              	
                SECTION 601.Notice
      of Defaults

              


      

      
        	
              	
                SECTION 602.Certain
      Rights of Trustee

              


      

      
        	
              	
                SECTION 603.Not
      Responsible for Recitals or Issuance of
  Securities

              


      

      
        	
              	
                SECTION 604.May
      Hold Securities

              


      

      
        	
              	
                SECTION 605.Money
      Held in Trust

              


      

      
        	
              	
                SECTION 606.Compensation,
      Reimbursement and Indemnification

              


      

      
        	
              	
                SECTION 607.Corporate
      Trustee Required; Eligibility

              


      

      
        	
              	
                SECTION 608.Resignation
      and Removal; Appointment of
Successor

              


      

      
        	
              	
                SECTION 609.Acceptance
      of Appointment By Successor

              


      

      
        	
              	
                SECTION 610.Merger,
      Conversion, Consolidation or Succession to
  Business

              


      

      
        	
              	
                SECTION 611.Appointment
      of Authenticating Agent

              


      

      
        	
              	
                SECTION 612.Certain
      Duties and Responsibilities

              


      

      
        	
              	
                SECTION 613.Conflicting
      Interests

              


      

       

      
        	
              	
                ARTICLE SEVEN
      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

              


      

       

      
        	
              	
                SECTION 701.Disclosure
      of Names and Addresses of Holders

              


      

      
        	
              	
                SECTION 702.Reports
      by Trustee

              


      

      
        	
              	
                SECTION 703.Reports
      by Company

              


      

      
        	
              	
                SECTION 704.Company
      to Furnish Trustee Names and Addresses of
  Holders

              


      

       

      
        	
              	
                ARTICLE EIGHT
      CONSOLIDATION, MERGER, SALE, LEASE OR
CONVEYANCE

              


      

       

      
        	
              	
                SECTION 801.Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted
      Subject to Certain Conditions

              


      

      
        	
              	
                SECTION 802.Rights
      and Duties of Successor Corporation

              


      

      
        	
              	
                SECTION 803.Officers’
      Certificate and Opinion of Counsel

              


      

       

      
        	
              	
                ARTICLE NINE
      SUPPLEMENTAL INDENTURES

              


      

       

      
        	
              	
                SECTION 901.Supplemental
      Indentures Without Consent of
Holders

              


      

      
        	
              	
                SECTION 902.Supplemental
      Indentures with Consent of Holders

              


      

      
        	
              	
                SECTION 903.Execution
      of Supplemental Indentures

              


      

      
        	
              	
                SECTION 904.Effect
      of Supplemental Indentures

              


      

      
        	
              	
                SECTION 905.Conformity
      with Trust Indenture Act

              


      

      
        	
              	
                SECTION 906.Reference
      in Securities to Supplemental
Indentures

              


      

      
        	
              	
                SECTION 907.Notice
      of Supplemental Indenture

              


      

       

      
        	
              	
                ARTICLE TEN
      COVENANTS

              


      

       

      
        	
              	
                SECTION 1001.Payment
      of Principal, Premium or Make-Whole Amount, if any,Interest and Additional
      Amounts

              


      

      
        	
              	
                SECTION 1002.Maintenance
      of Office or Agency

              


      

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

              


      

      
        	
              	
                SECTION 1004.[Reserved]

              


      

      
        	
              	
                SECTION 1005.Existence

              


      

      
        	
              	
                SECTION 1006.Maintenance
      of Properties

              


      

      
        	
              	
                SECTION 1007.Insurance

              


      

      
        	
              	
                SECTION 1008.Payment
      of Taxes and Other Claims

              


      

      
        	
              	
                SECTION 1009.Statement
      as to Compliance

              


      

      
        	
              	
                SECTION 1010.Additional
      Amounts

              


      

      
        	
              	
                SECTION 1011.Waiver
      of Certain Covenants

              


      

       

      
        	
              	
                ARTICLE ELEVEN
      REDEMPTION OF SECURITIES

              


      

       

      
        	
              	
                SECTION 1101.Applicability
      of Article

              


      

      
        	
              	
                SECTION 1102.Election
      to Redeem; Notice to Trustee

              


      

      
        	
              	
                SECTION 1103.Selection
      by Trustee of Securities to Be
Redeemed

              


      

      
        	
              	
                SECTION 1104.Notice
      of Redemption

              


      

      
        	
              	
                SECTION 1105.Deposit
      of Redemption Price

              


      

      
        	
              	
                SECTION 1106.Securities
      Payable on Redemption Date

              


      

      
        	
              	
                SECTION 1107.Securities
      Redeemed in Part

              


      

       

      
        	
              	
                ARTICLE TWELVE
      SINKING FUNDS

              


      

       

      
        	
              	
                SECTION 1201.Applicability
      of Article

              


      

      
        	
              	
                SECTION 1202.Satisfaction
      of Sinking Fund Payments with
Securities

              


      

      
        	
              	
                SECTION 1203.Redemption
      of Securities for Sinking Fund

              


      

       

      
        	
              	
                ARTICLE THIRTEEN
      REPAYMENT AT THE OPTION OF HOLDERS

              


      

       

      
        	
              	
                SECTION 1301.Applicability
      of Article

              


      

      
        	
              	
                SECTION 1302.Repayment
      of Securities

              


      

      
        	
              	
                SECTION 1303.Exercise
      of Option

              


      

      
        	
              	
                SECTION 1304.When
      Securities Presented for Repayment Become Due and
  Payable

              


      

      
        	
              	
                SECTION 1305.Securities
      Repaid in Part

              


      

       

      
        	
              	
                ARTICLE FOURTEEN
      DEFEASANCE AND COVENANT DEFEASANCE

              


      

       

      
        	
              	
                SECTION 1401.Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance

              


      

      
        	
              	
                SECTION 1402.Defeasance
      and Discharge

              


      

      
        	
              	
                SECTION 1403.Covenant
      Defeasance

              


      

      
        	
              	
                SECTION 1404.Conditions
      to Defeasance or Covenant
Defeasance

              


      

      
        	
              	
                SECTION 1405.Deposited
      Money and Government Obligations to Be Held in Trust; Other Miscellaneous
      Provisions

              


      

      
        	
              	
                SECTION 1406.Reinstatement

              


      

       

      
        	
              	
                ARTICLE FIFTEEN
      MEETINGS OF HOLDERS OF SECURITIES

              


      

       

      
        	
              	
                SECTION 1501.Purposes
      for Which Meetings May Be Called

              


      

      
        	
              	
                SECTION 1502.Call,
      Notice and Place of Meetings

              


      

      
        	
              	
                SECTION 1503.Persons
      Entitled to Vote at Meetings

              


      

      
        	
              	
                SECTION 1504.Quorum;
      Action

              


      

      
        	
              	
                SECTION 1505.Determination
      of Voting Rights; Conduct and Adjournment of
  Meetings

              


      

      
        	
              	
                SECTION 1506.Counting
      Votes and Recording Action of
Meetings

              


      

      
        	
              	
                SECTION 1507.Evidence
      of Action Taken by Holders

              


      

      
        	
              	
                SECTION 1508.Proof
      of Execution of Instruments

              


      

       

      
        	
              	
                ARTICLE SIXTEEN
      CONVERSION OR EXCHANGE OF
SECURITIES

              


      

       

      
        	
              	
                SECTION 1601.Applicability
      of Article

              


      

      
        	
              	
                SECTION 1602.Election
      to Exchange; Notice to Trustee and
Holders

              


      

      
        	
              	
                SECTION 1603.No
      Fractional Shares

              


      

      
        	
              	
                SECTION 1604.Adjustment
      of Exchange Rate

              


      

      
        	
              	
                SECTION 1605.Payment
      of Certain Taxes Upon Exchange

              


      

      
        	
              	
                SECTION 1606.Shares
      Free and Clear

              


      

      
        	
              	
                SECTION 1607.Cancellation
      of Security

              


      

      
        	
              	
                SECTION 1608.Duties
      of Trustee Regarding Exchange

              


      

      
        	
              	
                SECTION 1609.Repayment
      of Certain Funds Upon Exchange

              


      

      
        	
              	
                SECTION 1610.Exercise
      of Conversion Privilege

              


      

      
        	
              	
                SECTION 1611.Effect
      of Consolidation or Merger on Conversion
  Privilege

              


      

      


       

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


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      HEARTLAND
FINANCIAL USA, INC.

       

      Reconciliation
and tie between Trust Indenture Act of 1939, as amended (“TIA”), and Indenture,
dated as of ________________:

       

      
        	
                Trust
      Indenture Act Section

              	
                Indenture
      Section

              
	
                Section
      310(a)(1)

              	
                607

              
	
                (a)(2)

              	
                607

              
	
                (b)

              	
                608

              
	
                Section
      312(c)

              	
                701

              
	
                Section
      314(a)

              	
                703

              
	
                (a)(4)

              	
                1009

              
	
                (c)
      (1)

              	
                102

              
	
                (c)
      (2)

              	
                102

              
	
                (e)

              	
                102

              
	
                Section
      315(a)

              	
                612

              
	
                (b)

              	
                601

              
	
                (c)

              	
                612

              
	
                (d)

              	
                612

              
	
                (e)

              	
                515

              
	
                Section
      316(a)(last sentence)

              	
                101
      (“Outstanding”)

              
	
                (a)(1)(A)

              	
                502,
      512

              
	
                (a)(1)(B)

              	
                513

              
	
                (b)

              	
                508

              
	
                Section
      317(a)(1)

              	
                503

              
	
                (a)(2)

              	
                504

              
	
                (b)

              	
                1003

              
	
                Section
      318(a)

              	
                112

              
	
                (c)

              	
                112

              


      

      


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

       

      Attention
should also be directed to Section 318(c) of the TIA, which provides that the
provisions of Sections 310 to and including 317 of the TIA are a part of and
govern every qualified indenture, whether or not physically contained
therein.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      INDENTURE

       

      INDENTURE,
dated as of  ____________, between HEARTLAND FINANCIAL USA, INC., a
Delaware corporation (the “Company”), having its principal office at 1398
Central Ave., Dubuque, IA 52001 and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as Trustee hereunder (hereinafter called the “Trustee”),
having its Corporate Trust Office at 60 Livingston Avenue, St. Paul, MN
55107-2292.

       

      RECITALS
OF THE COMPANY

       

      The
Company deems it necessary to issue from time to time for its lawful purposes
senior debt securities (the “Securities”)
evidencing its unsecured and unsubordinated indebtedness, and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, unlimited as to aggregate
principal amount, to bear interest at the rates or formulas, to mature at such
times and to have such other provisions as shall be fixed therefor as
hereinafter 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 covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, 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 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, and the
terms “cash transaction” and “self-liquidating paper,” as used in Trust
Indenture Act Section 311, shall have the meanings assigned to them in the rules
of the Commission adopted under the Trust Indenture Act;

       

      (3) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles; and

       

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

       

      Certain
terms, used principally in Article Three, Article Five, Article Six and Article
Ten, are defined in those Articles.  In addition, the following terms
shall have the indicated respective meanings:

       

      “Act” has
the meaning specified in Section 104.

       

      “Additional
Amounts” means any additional amounts which are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and which are owing to such
Holders.

       

      “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 authenticating agent appointed by the Trustee pursuant to
Section 611.

       

      “Authorized
Newspaper” means a newspaper, printed in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such
place.  Whenever successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different Authorized Newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

       

      “Bankruptcy
Law” has the meaning specified in Section 501.

       

      “Bearer
Security” means a Security which is payable to bearer.

       

      “Board of
Directors” means either (i) the Board of Directors of the Company, the executive
committee or any other committee or director of that board duly authorized to
act for it in respect hereof, or (ii) one or more duly authorized officers of
the Company to whom the Board of Directors of the Company or a committee thereof
has delegated the authority to act with respect to the matters contemplated by
this Indenture.

       

      “Board
Resolution” means (i) 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 or a committee thereof, and to be in full force and effect on the date
of such certification, and delivered to the Trustee or (ii) a certificate signed
by the authorized officer or officers of the Company to whom the Board of
Directors of the Company or a committee thereof has delegated its authority (as
described in the definition of Board of Directors), and in each case, delivered
to the Trustee.

       

      “Business
Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with respect to any Securities pursuant to Section 301, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which banking institutions in that Place of Payment or particular location
are authorized or required by law, regulation or executive order to
close.

       

      “Clearstream”
means Clearstream Banking S.A., a societe anonyme incorporated in Luxembourg or
any successor or survivor entity.

       

       “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after 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 on such date.

       

      “Common
Depository” has the meaning specified in Section 304(b).

       

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

       

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

       

      “Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than as
otherwise provided with respect to a Security pursuant to Section 301) as
provided by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, or (ii) the ECU, both within the
European Monetary System and for the settlement of transactions by public in
situations of or within the European Community, or (iii) any currency unit (or
composite currency) for the purposes for which it was established.

       

      “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at 60 Livingston Avenue, St. Paul, MN
55107-2292.

       

      “corporation”
includes corporations, associations, companies and business trusts.

       

      “coupon”
means any interest coupon appertaining to a Bearer Security.

       

      “Custodian”
has the meaning set forth in Section 501.

       

      “Debt”
means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement
and indemnification obligations, and all other amounts payable under or in
respect of the following indebtedness of the Company for money borrowed, whether
any such indebtedness exists as of the date of the Indenture or is created,
incurred, assumed or guaranteed after such date:

       

      (i) any
debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture, or
similar instrument (including purchase money obligations) given in connection
with the acquisition of any business, property or assets, whether by purchase,
merger, consolidation or otherwise, but shall not include any account payable or
other obligation created or assumed in the ordinary course of business in
connection with the obtaining of materials or services, or (c) which is a direct
or indirect obligation which arises as a result of banker’s acceptances or bank
letters of credit issued to secure obligations of the Company, or to secure the
payment of revenue bonds issued for the benefit of the Company, whether
contingent or otherwise;

       

      (ii) any
debt of others described in the preceding clause (i) which the Company has
guaranteed or for which it is otherwise liable;

       

      (iii) the
obligation of the Company, as lessee under any lease of property which is
reflected on the Company’s balance sheet as a capitalized lease;
and

       

      (iv) any
deferral, amendment, renewal, extension, supplement or refunding of any
liability of the kind described in any of the preceding clauses (i), (ii), and
(iii); provided, however, that, in computing indebtedness of the Company, there
shall be excluded any particular indebtedness if, upon or prior to the maturity
thereof, there shall have been deposited with a depository in trust money (or
evidence of indebtedness if permitted by the instrument creating such
indebtedness) in the necessary amount to pay, redeem or satisfy such
indebtedness as it becomes due, and the amount so deposited shall not be
included in any computation of the assets of the Company.

       

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

       

      “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the
United States of America as at the time shall be legal tender for payment of
public and private debts.

       

      “DTC”
means The Depository Trust Company.

       

      “Euroclear”
means Euroclear Bank S.A./N.V a societe anonyme and naamloze venootschap
incorporated in Belgium which operates the Euroclear System or any successor or
survivor entity.

       

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

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission.

       

      “Foreign
Currency” means any currency, currency unit or composite currency issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

       

      “GAAP”
means generally accepted accounting principles as used in the United States
applied on a consistent basis as in effect from time to time; provided that
solely for purposes of any calculation required by the financial covenants
contained herein, “GAAP” shall mean generally accepted accounting principles as
used in the United States on the date hereof, applied on a consistent
basis.

       

      “Government
Obligations” means securities which are (i) direct obligations of the United
States of America or the government which issued the Foreign Currency in which
the Securities of a particular series are payable, for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such government which issued the Foreign Currency in which the
Securities of such series are payable, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository
receipt.

       

      “Holder”
means, in the case of a Registered Security, the Person in whose name a Security
is registered in the Security Register and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, shall mean the
bearer thereof.

       

      “Indenture”
means this instrument as originally executed or 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, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or 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 and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

       

      “Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.

       

      “Interest”
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity,
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1010, includes such Additional
Amounts.

       

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

       

      “Make-Whole
Amount” means the amount, if any, in addition to principal which is required by
a Security, under the terms and conditions specified therein or as otherwise
specified as contemplated by Section 301, to be paid by the Company to the
Holder thereof in connection with any optional redemption or accelerated payment
of such Security.

       

      “Maturity”
means, when used with respect to any Security, 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, notice of redemption, notice of option to elect repayment,
repurchase or otherwise.

       

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

       

      “Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel satisfactory to the
Trustee.

       

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

       

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

       

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

       

      (ii)
Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder 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 and any coupons
appertaining thereto; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
other provision therefor satisfactory to the Trustee has been made;

       

      (iii)
Securities, except solely to the extent provided in Sections 1402 or 1403, as
applicable, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fourteen;

       

      (iv)
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 the Trustee that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and

       

      (v)
Securities converted or exchanged into other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3
(or any successor form) for a primary offering of its securities) of the Company
pursuant to or in accordance with this Indenture if the terms of such Securities
provide for convertibility or exchange pursuant to Section 301; provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by Trust Indenture Act Section 313, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such Indexed Security pursuant to Section 301, and (iv)
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 making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other
obligor.

       

      “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium or Make-Whole Amount, if any) or interest on any Securities, or coupons
on behalf of the Company, or if no such Person is authorized, the
Company.

       

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

       

      “Place of
Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium or Make-Whole
Amount, if any) and interest on such Securities are payable as specified as
contemplated by Sections 301 and 1002.

       

      “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 or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security or the Security to
which the mutilated, destroyed, lost or stolen coupon appertains.

       

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

       

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

       

      “Registered
Security” means any Security which is registered in the Security
Register.

       

      “Regular
Record Date” for the installment of interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

       

      “Repayment
Date” means, when used with respect to any Security to be repaid or repurchased
at the option of the Holder, the date fixed for such repayment or repurchase by
or pursuant to this Indenture.

       

      “Repayment
Price” means, when used with respect to any Security to be repaid or purchased
at the option of the Holder, the price at which it is to be repaid or
repurchased pursuant to this Indenture.

       

      “Responsible
Officer” means any vice president, assistant vice president, assistant
treasurer, assistant secretary, any financial services officer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.

       

      “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder by the Commission.

       

      “Security”
has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities” with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of or within any series as to which such Person is not
Trustee.

       

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

       

      “Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the
meaning of Regulation S-X, promulgated under the Securities Act) of the
Company.

       

      “Special
Record Date” for the payment of any Defaulted Interest on the Registered
Securities of or within any series means a date fixed by the Trustee pursuant to
Section 307.

       

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

       

      “Subsidiary”
means, with respect to any Person, any corporation or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests of which are owned, directly or indirectly, by such
Person.  For the purposes of this definition, “voting equity
securities” means equity securities having voting power for the election of
directors, whether at all times or only so long as no senior class of security
has such voting power by reason of any contingency.

       

      “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as
in force at the date as of which this Indenture was executed, except as provided
in Section 905.

       

      “Trustee”
means the Person named as the “Trustee” in the first paragraph of this Indenture
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; provided, however, that if at any
time there is more than one such Person, “Trustee” as used with respect to the
Securities of or within any series shall mean only the Trustee with respect to
the Securities of that series.

       

      “United
States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

       

      “United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any state or the District of
Columbia or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

       

      “Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent predetermination of interest on
such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.

       

      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 an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including covenants, compliance with which constitute
conditions precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

       

      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (excluding certificates delivered pursuant to
Section 1009) shall include:

       

      (1) a
statement that each individual signing such certificate or opinion has read such
condition or covenant 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 condition or covenant 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 as 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 an Opinion of Counsel, or a certificate or
representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion, certificate or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such Opinion of Counsel or certificate or
representations 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 as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as to such matters are erroneous.

       

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

       

      SECTION 104. Acts of
Holders

       

      (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing.  If Securities of a series are issuable as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, whether in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such
record.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments or so voting
at any such meeting.  Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 612) conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this
Section.  The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1506.

       

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

       

      (c) The
ownership of Registered Securities shall be proved by the Security Register or
by a certificate of the Security Registrar.

       

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

       

      (e) If the
Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so.  Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is
completed.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

       

      (f) 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, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.

       

      SECTION 105. Notices, etc., to the
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:

      
         

        U.S. Bank
National Association

        60
Livingston Avenue

        St. Paul,
Minnesota 55107

        Attention:
Corporate Trust Officer

        Telephone:
(651) 495-3918

        Facsimile:
(651) 495-8097, 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:

       

      Heartland Financial USA,
Inc.

            
 1398 Central
Ave.

             
Dubuque, IA 52001

                     
Telephone: (563) 589-2100

         

      SECTION 106. Notice to Holders;
Waiver

       

      Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided
herein.  Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

       

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

       

      Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to
Holders of Bearer Securities of any event, such notice shall be sufficiently
given if published in an Authorized Newspaper in the City of New York, New York,
and in such other city or cities as may be specified in such Securities, and if
the Securities of such series are listed on any stock exchange outside the
United States, in any place at which such Securities are listed on a securities
exchange to the extent that such securities exchange so requires, on a Business
Day, such publication to be not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice.  Any such
notice shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such
publication.

       

      If by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided
herein.

       

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

       

      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.

       

      SECTION 107. 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 108. 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 109. Separability
Clause

       

      In case
any provision in this Indenture or in any Security or coupon 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 110. Benefits of
Indenture

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

       

      SECTION 111. No Personal
Liability

       

      No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

       

      SECTION 112. Governing
Law

       

      This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the laws of the State of New York.  This Indenture is
subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such
provisions.

       

      SECTION 113. Legal
Holidays

       

      In any
case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security or the last date
on which a Holder has the right to convert or exchange a Security at a
particular conversion or exchange price shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium or Make-Whole
Amount, if any) need not be made at such Place of Payment on such date,
conversion or exchange 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,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be.

       

      SECTION 114. Conflict with Trust
Indenture Act

       

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

       

      ARTICLE TWO

       

      SECURITIES
FORMS

       

      SECTION 201. Forms of
Securities

       

      The
Registered Securities, if any, of each series and the Bearer Securities, if any,
and related coupons of each series, shall be in substantially the forms as shall
be established in or pursuant to one or more indentures supplemental hereto or
Board Resolutions, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage.

       

      Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.

       

      The
definitive Securities and coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing such Securities or coupons, as evidenced
by their execution of such Securities or coupons.

       

      SECTION 202. Form of Trustee’s
Certificate of Authentication

       

      Subject
to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:

       

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

       

       

       

      U.S. Bank
National Association, as Trustee

       

       

         

       By:    ________________________

                 Responsible
Officer

       

       

      SECTION 203. Securities Issuable in
Global Form

       

      If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and
the provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges, maturities or
redemptions.  Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon written
instruction given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or
304.  Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon written instructions given by the Person or
Persons specified therein or in the applicable Company Order.  If a
Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102.

       

      The
provisions of the last sentence of Section 303 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
303.

       

      Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium or Make-Whole Amount and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

       

      Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or Clearstream.

       

      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 one or more Board Resolutions and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers’
Certificate, or established in one or more or indentures supplemental hereto,
prior to the issuance of Securities of any series:

       

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

       

      (2) any limit
upon the aggregate principal amount of the Securities of or within the series
that 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 or within the series pursuant
to Section 304, 305, 306, 906, 1107, or 1305 and except for any Securities
which, pursuant to Section 303 are deemed never to been authenticated and
delivered hereunder);

       

      (3) the date
or dates, or the method by which such date or dates will be determined, on which
the principal of the Securities of or within the series shall be payable and the
amount of principal payable thereon;

       

      (4) the rate
or rates (which may be fixed or variable) at which the Securities of or within
the series shall bear interest, if any, or the method by which such rate or
rates shall be determined, the date or dates from which such interest shall
accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which such interest will be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be determined, and
the basis upon which interest shall be calculated if other than that of a
360-day year consisting of twelve 30-day months;

       

      (5) the place
or places where the principal of (and premium or Make-Whole Amount, if any),
interest, if any, on, and Additional Amounts, if any, payable in respect of,
Securities of or within the series shall be payable, any Registered Securities
of or within the series may be surrendered for registration of transfer,
exchange or conversion and notices or demands to or upon the Company in respect
of the Securities of or within the series and this Indenture may be
served;

       

      (6) the
period or periods within which, the price or prices (including the premium or
Make-Whole Amount, if any) at which, the currency or currencies, currency unit
or units or composite currency or currencies in which and other terms and
conditions upon which Securities of or within the series may be redeemed in
whole or in part, at the option of the Company, if the Company is to have the
option, and, if other than by Company Order, the manner in which any election by
the Company to redeem the Securities shall be evidenced;

       

      (7) the
obligation, if any, of the Company to redeem, repay or purchase Securities of or
within the series pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof, and the period or periods within which or the date
or dates on which, the price or prices at which, the currency or currencies,
currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of or within the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

       

      (8) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of or within the series shall
be issuable and, if other than the denomination of $5,000, the denomination or
denominations in which any Bearer Securities of or within the series shall be
issuable;

       

      (9) if other
than the Trustee, the identity of each Security Registrar and/or Paying
Agent;

       

      (10) if other
than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 502 or, if applicable,
the portion of the principal amount of Securities of or within the series that
is convertible in accordance with the provisions of this Indenture, or the
method by which such portion shall be determined;

       

      (11) if other
than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series shall be
payable or in which the Securities of or within the series shall be
denominated;

       

      (12) whether
the amount of payments of principal of (and premium or Make-Whole Amount, if
any) or interest, if any, on the Securities of or within the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies,
currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;

       

      (13) whether
the principal of (and premium or Make Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the exchange
rate agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;

       

      (14) provisions,
if any, granting special rights to the Holders of Securities of or within the
series upon the occurrence of such events as may be specified;

       

      (15) any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of or within the series,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

       

      (16) whether
Securities of or within the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable
to the offer, sale or delivery of Bearer Securities and the terms upon which
Bearer Securities of or within the series may be exchanged for Registered
Securities of or within the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of or within the series are to be
issuable initially in temporary global form and whether any Securities of or
within the series are to be issuable in permanent global form (with or without
coupons) and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 305, and, if Registered Securities of or within the
series are to be issuable as a global Security, the identity of the depository
for such series;

       

      (17) the date
as of which any Bearer Securities of or within the series and any temporary
global Security representing Outstanding Securities of or within the series
shall be dated if other than the date of original issuance of the first Security
of the series to be issued;

       

      (18) the
Person to whom any interest on any Registered 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, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 304;

       

      (19) the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
within the series and any provisions in modification of, in addition to or in
lieu of any of the provisions of Article Fourteen;

       

      (20) if the
Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of other
conditions, then the form and/or terms of such certificates, documents or
conditions;

       

      (21) if the
Securities of or within the series are to be issued upon the exercise of debt
warrants, the time, manner and place for such Securities to be authenticated and
delivered;

       

      (22) whether
and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1010 on the Securities of or within the series to any
Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

       

      (23) the
obligation, if any, of the Company to permit the Securities of such series to be
converted into or exchanged for Common Stock of the Company or other securities
or property of the Company and the terms and conditions upon which such
conversion or exchange shall be effected (including, without limitation, the
initial conversion price or rate, the conversion or exchange period, any
adjustment of the applicable conversion or exchange price or rate and any
requirements relative to the reservation of such shares for purposes of
conversion or exchange);

       

      (24) if
convertible or exchangeable, any applicable limitations on the ownership or
transferability of the securities or property into which such Securities are
convertible or exchangeable; and

       

      (25) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture except as permitted by Section 905).

       

      All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, 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.  All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

       

      If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) 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 for authentication and delivery of such Securities.

       

      SECTION 302. Denominations

       

      Unless
otherwise provided in the applicable Officers’ Certificate or supplemental
indenture, the Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301.  With respect to
Securities of any series denominated in Dollars, in the absence of any such
provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global
form (which may be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof and the Bearer Securities of such
series other than Bearer Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $5,000.

       

      SECTION 303. Execution, Authentication,
Delivery and Dating

       

      The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its President or a Vice President, under its corporate seal
reproduced thereon, and attested by its Secretary or an Assistant
Secretary.  The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

       

      Securities
or coupons appertaining thereto 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 or
coupons.

       

      At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, 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; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 301 a Bearer Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate to Euroclear or Clearstream, as the case may be, in the
form set forth in Exhibit A-1 to this Indenture or such other certificate as may
be specified with respect to any series of Securities pursuant to Section 301,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture.  Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
canceled.

       

      If all of
the Securities of any series are not to be issued at one time and if the Board
Resolution, Officers’ Certificate, or supplemental indenture establishing such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue.  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 612 and TIA Section 315(a) through
315(d)) shall be fully protected in conclusively relying upon:

       

      (i)           an
Opinion of Counsel complying with Section 102 and stating that:

       

      (a)           the
form or forms of such Securities and any coupons have been, or will have been
upon compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture;

       

      (b)           the
terms of such Securities and any coupons have been, or will have been upon
compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture; and

       

      (c)           such
Securities, together with any coupons appertaining thereto, when executed by the
Company, authenticated and delivered by the Trustee in accordance with this
Indenture and issued and delivered by the Company and paid for, all in the
manner and subject to any conditions specified in such Opinion of Counsel, will
be duly issued under this Indenture and will constitute, valid and legally
binding obligations of the Company, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws
relating to or affecting generally the enforcement of creditors’ rights and to
principles of equity, and to such other matters as may be specified
therein.

       

       (ii)           an
Officers’ Certificate complying with Section 102 and stating that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been, or will have been upon compliance with such procedures as
may be specified therein, complied with and that, to the best of the knowledge
of the signers of such certificate, no Event of Default with respect to such
Securities shall have occurred and be continuing.

       

      Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver a Company Order, an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

       

      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, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the
Trustee.

       

      Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

       

      No
Security or coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or the Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued or sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

       

      SECTION 304. Temporary
Securities

       

      (a) 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, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such
Securities.  In the case of Securities of any series, such temporary
Securities may be in global form.

       

      Except in
the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a
Company Order), 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 (accompanied
by any non-matured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section
303.  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.

       

      (b) Unless
otherwise provided as contemplated in Section 301, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form other than
through the facilities of DTC.  If any such temporary Security is
issued in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London, England office of a
depository or common depository (the “Common Depository”), for the benefit of
Euroclear and Clearstream.

       

      Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the
“Exchange Date”), the Company shall deliver to the Trustee definitive
Securities, in an aggregate principal amount equal to the principal amount of
such temporary global Security, executed by the Company.  On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depository to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged.  The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depository, such
temporary global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear as to the portion of such
temporary global Security, if any, held for its account then to be exchanged and
a certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security, if any, held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

       

      Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear or Clearstream, the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent.  Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream.  Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary global Security shall be delivered only
outside the United States.

       

      Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear or Clearstream on such
Interest Payment Date upon delivery by Euroclear or Clearstream to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section
301).  Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners.  Except as otherwise provided
in this paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and until
such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security.  Any interest so received by
Euroclear or Clearstream and not paid as herein provided shall be returned to
the Trustee prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company.

       

      SECTION 305. Registration, Registration
of Transfer and Exchange

       

      The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”) in which, subject to such
reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities.  The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time.  The Trustee, at its Corporate Trust Office,
is hereby initially appointed “Security Registrar” for the purpose of
registering Registered Securities and transfers of Registered Securities on such
Security Register as herein provided.  In the event that the Trustee
shall cease to be Security Registrar, it shall have the right to examine the
Security Register at all reasonable times and to require that a copy of the
Security Register in written form be delivered to it from time to time as
reasonably requested.  Subject to the provisions of this Section 305,
upon surrender for registration of transfer of any Registered Security of any
series at any office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount, bearing a number not contemporaneously
outstanding, and containing identical terms and provisions.

       

      Subject
to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the
same series, of any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at any such office or
agency.  Whenever any such Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.  Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not
be issued in exchange for Registered Securities.

       

      If (but
only if) permitted as contemplated by Section 301, at the option of the Holder,
Bearer Securities of any series may be exchanged for Registered Securities of
the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining.  If the Holder of a
Bearer Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of such Security shall surrender
to any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the United
States.  Notwithstanding the foregoing, in case a Bearer Security of
any series is surrendered at any such office or agency in a permitted exchange
for a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.  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.

       

      Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this
paragraph.  If the depository for any permanent global Security is
DTC, then, unless the terms of such global Security expressly permit such global
Security to be exchanged in whole or in part for definitive Securities, a global
Security may be transferred, in whole but not in part, only to a nominee of DTC,
or by a nominee of DTC to DTC, or to a successor to DTC for such global Security
selected or approved by the Company or to a nominee of such successor to
DTC.  If at any time DTC notifies the Company that it is unwilling or
unable to continue as depository for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such global Security or
Securities.  If (x) a successor depository for such global Security or
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or
ineligibility, (y) an Event of Default has occurred and is continuing and the
beneficial owners representing a majority in principal amount of the applicable
series of Securities represented by such global Security or Securities advise
DTC to cease acting as depository for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities.  If any beneficial owner of an
interest in a permanent global Security is otherwise entitled to exchange such
an interest for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so
exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner’s interest in such permanent global
Security.  On or after the earliest date on which such interests may
be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depository as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States.  If a Registered Security is issued in
exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.

       

      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
Registered Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to 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 and the Trustee 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, 1107 or 1305 not involving any
transfer.

       

      The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue or to register the transfer or
exchange of any Security which has been surrendered for repayment at the option
of the Holder, except the portion, if any, of such Security not to be so
repaid.

       

      SECTION 306. Mutilated, Destroyed, Lost
and Stolen Securities

       

      If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

       

      If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, 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 actual notice
to the Company or the Trustee that such Security or coupon has been acquired by
a bona fide purchaser, the Company shall execute and upon its request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.

       

      Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if
any), any interest on and any Additional Amounts with respect to Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

       

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

       

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

       

      SECTION 307. Payment of Interest;
Interest Rights Preserved

       

      Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

       

      Unless
otherwise provided as contemplated by Section 301 with respect to the Securities
of any series, payment of interest may be made, in the case of a Bearer
Security, by transfer to an account maintained by the payee with a bank located
outside the United States.

       

      Unless
otherwise provided as contemplated by Section 301, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with
respect to that portion of such permanent global Security held for its account
by DTC, Euroclear or Clearstream, as the case may be, for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent global Security to the accounts of the beneficial owners
thereof.

       

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

       

      Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, any interest on any Registered Security of any
series that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the registered Holder thereof 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 Registered 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 Registered
Security of such series and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
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
on or 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 Registered Securities of such series at such Holder’s 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 mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered 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).  In case a Bearer Security of any series is surrendered at the
office or agency in a Place of Payment for such series in exchange for a
Registered Security of such series after the close of business at such office or
agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this
Indenture.

       

      (2) The
Company may make payment of any Defaulted Interest on the Registered Securities
of any series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after written 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 and Section 305, 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.

       

      Subject
to the provisions of Section 1402 and except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 301, in
the case of any Security which is converted or exchanged after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security, the principal of (or premium, if any, on) which shall become
due and payable, whether at a Stated Maturity or by declaration of acceleration,
call for redemption, or otherwise, prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion or exchange, and
such interest (whether or not punctually paid or duly provided for) 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 such Regular Record
Date.  Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Security which is converted or exchanged,
interest whose Stated Maturity is after the date of conversion or exchange of
such Security shall not be payable.

       

      SECTION 308. Persons Deemed
Owners

       

      Prior to
due presentment of a Registered 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 Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium or
Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on,
such Registered Security and for all other purposes whatsoever, whether or not
such Registered 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.

       

      Title to
any Bearer Security and any coupons appertaining thereto shall pass by
delivery.  The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon 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, any Paying Agent or the Security Registrar will 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 global Security, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depository, as a Holder, with respect to such global Security
or impair, as between such depository and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global
Security.

       

      SECTION 309. Cancellation

       

      All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, 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 any such Securities and coupons and
Securities and coupons surrendered directly to the Trustee for any such purpose
shall be promptly canceled 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 canceled by the Trustee.  If the Company
shall so acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation.  No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture.  Cancelled Securities and
coupons held by the Trustee shall be destroyed by the Trustee and, if required
in writing by the Company, the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

       

      SECTION 310. Computation of
Interest

       

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

       

      ARTICLE FOUR

       

      SATISFACTION
AND DISCHARGE

       

      SECTION 401. Satisfaction and Discharge
of Indenture

       

      This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1010), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

       

      (1) either

       

          (A)           all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 305, (ii) Securities and coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or

       

          (B)           all
Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto 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)           if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the
Company,

       

      and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and
such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium or Make-Whole Amount, if any) and interest, and any
Additional Amounts with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

       

      (2) The
Company has paid or caused to be paid all or 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 as to such series have been
complied with.

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee and any predecessor Trustee under Section 606, the obligations of
the Company to any Authenticating Agent under Section 611 and, if money shall
have been deposited with and held by 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.

       

      In the
event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of a particular series as to which it is Trustee and if the other
conditions thereto are met.

       

      SECTION 402. Application of Trust
Funds

       

      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, the coupons 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 or
Make-Whole Amount, if any), and any interest and Additional Amounts for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.

       

      ARTICLE FIVE

       

      REMEDIES

       

      SECTION 501. Events of
Default

       

      Subject
to any modifications, additions or deletions relating to any series of
Securities as contemplated pursuant to Section 301, “Event of Default,” wherever
used herein with respect to any particular series of Securities, means any one
of the following events (whatever the reason for such Event of Default and
whether or not it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

       

      (1) default
in the payment of any interest upon or any Additional Amounts payable in respect
of any Security of or within that series or of any coupon appertaining thereto,
when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

       

      (2) default
in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity;
or

       

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

       

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

       

      (5) the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

       

          (A) commences
a voluntary case;

       

          (B) consents
to the entry of an order for relief against it in an involuntary
case;

       

          (C) consents
to the appointment of a Custodian of it or for all or substantially all of its
property; or

       

          (D) makes a
general assignment for the benefit of its creditors; or

       

      (6) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:

       

          (A) is for
relief against the Company or any Significant Subsidiary in an involuntary
case,

       

          (B) appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of either of its property, or

       

          (C) orders
the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or

       

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

       

      As used
in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any
similar Federal or state law for the relief of debtors and the term “Custodian”
means any receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

       

      SECTION 502. Acceleration of Maturity;
Rescission and Annulment

       

      If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of each such affected series (voting as a single class)
may declare the principal (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof 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 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 in the
currency, currency unit or composite currency in which the Securities of such
series is payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series):

       

          (A) all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related
coupons;

       

          (B) the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Securities;

       

          (C) to the
extent that payment of such interest is lawful, interest upon overdue
installments of interest and any Additional Amounts at the rate or rates borne
by or provided for 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
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or
interest on 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 installment of interest or Additional Amounts, if
any, on any Security of any series and any related coupon when such interest or
Additional Amount 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 or Make-Whole Amount, if
any, on) any Security of any series at its Maturity,

       

      then the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of such Securities of such series and coupons, the whole amount then
due and payable on such Securities and coupons for principal (and premium or
Make-Whole Amount, if any) and interest and Additional Amounts, with interest
upon any overdue principal (and premium or Make-Whole Amount, if any) and, to
the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any, at the rate or
rates borne by or provided for in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

       

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

       

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

       

      SECTION 504. Trustee May File Proofs of
Claim

       

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

       

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

       

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

       

      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder of Securities of such series and coupons 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 to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor Trustee under Section 606.

       

      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or coupon
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or coupons or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or coupon in
any such proceeding.

       

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

       

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

       

      SECTION 506. Application of Money
Collected

       

      Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest and any Additional Amounts, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully
paid:

       

      FIRST: To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606,

       

      SECOND:
To the payment of the amounts then due and unpaid upon the Securities and
coupons for principal (and premium or Make-Whole Amount, if any) and interest
and any Additional Amounts payable, 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 aggregate amounts due and payable on such Securities
and coupons for principal (and premium or Make-Whole Amount, if any), interest
and Additional Amounts, respectively, and

       

      THIRD: To
the payment of the remainder, if any, to the Company.

       

      SECTION 507. Limitation on
Suits

       

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

       

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

       

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

       

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

       

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

       

      (5) no
direction inconsistent with such written request has been 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 such
Holders.

       

      SECTION 508. Unconditional Right of
Holders to Receive Principal, Premium orMake-Whole Amount, if any,
Interest and Additional Amounts

       

      Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date),
to convert or exchange such Securities in accordance with Article Sixteen 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 of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has 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 or coupons in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons 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 Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
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 of
Securities or coupons, as the case may be.

       

      SECTION 512. Control by Holders of
Securities

       

      The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that

       

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

       

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

       

      (3) the
Trustee need not take any action which might involve it in personal liability or
be unduly prejudicial to the Holders of Securities of such series not joining
therein (but the Trustee shall have no obligation as to the determination of
such undue prejudice).

       

      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 and any related coupons consent to the waiver of 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 or Make-Whole Amount, if any) or
interest on or Additional Amounts payable in respect of any Security of such
series or any related coupons, or

       

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

       

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

       

      SECTION 514. Waiver of Stay or Extension
Laws

       

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

       

      SECTION 515. Undertaking for
Costs

       

      All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium or Make-Whole Amount, if any) or interest on or Additional Amounts
payable with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or in the case of redemption, on or after
the Redemption Date) or to enforce the right to convert or exchange any Security
in accordance with Article Sixteen.

       

      ARTICLE SIX

       

      THE
TRUSTEE

       

      SECTION 601. Notice of
Defaults

       

      Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder actually
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on or any Additional Amounts with respect to any Security of such
series, or in the payment of any sinking fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in Section 501(4) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence
thereof.  For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Securities of such series.

       

      SECTION 602. Certain Rights of
Trustee

       

      Subject
to the provisions of TIA Section 315(a) through 315(d):

       

      (1) the
Trustee shall perform only such duties as are expressly undertaken by it to
perform under this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee;

       

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

       

      (3) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;

       

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

       

      (5) the
Trustee may consult with counsel and as a condition to the taking, suffering or
omission of any action hereunder may demand an Opinion of Counsel, and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

       

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

       

      (7) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon 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;

       

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

       

      (9) the
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this
Indenture.  The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to the Trustee against such risk or liability is not
reasonably assured to it;

       

          (10)  except
with respect to Section 1001, the Trustee shall have not duty to inquire as to
the performance of the Company with respect to the covenants contained in
Article Ten.  In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 1001, 501(a), 501(b) or 501(c) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge; and

       

          (11)  delivery
of reports, information and documents to the Trustee under Section 703 is for
informational purposes only and the Trustee’s receipt of the foregoing shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

       

      SECTION 603. Not Responsible for Recitals
or Issuance of Securities

       

      The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any coupons 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 or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder.  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 604. May Hold
Securities

       

      The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to Section 613 and TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

       

      SECTION 605. 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, or investment of, any money received by it
hereunder.

       

      SECTION 606. Compensation, Reimbursement
and Indemnification

       

      The
Company agrees:

       

      (1) to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder, including extraordinary services rendered in connection with or
during the continuation of a default 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) to
reimburse each of the Trustee and any predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by it in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except to the extent any such expense, disbursement or advance may be
attributable to its gross negligence or bad faith; and

       

      (3) to
indemnify each of the Trustee and any predecessor Trustee and each of their
respective directors, officers, agents and employees for, and to hold each of
them harmless against, any loss, liability, claim, action, suit, cost or
expense, arising out of or in connection with the acceptance or administration
of the trust or trusts or the performance of its duties 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 except to the extent any such loss, liability, claim, action, suit,
cost or expense may be attributable to its own gross negligence or bad
faith.

       

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

       

      When the
Trustee incurs expenses or renders services in connection with an Event of
Default described in Section 501(6) and (7), such expenses (including the fees
and expenses of its counsel) and the compensation for such services are intended
to constitute expenses of administration under any Bankruptcy Law.

       

      The
provisions of this Section shall survive the termination of this Indenture or
the resignation or removal of the Trustee.

       

      SECTION 607. Corporate Trustee Required;
Eligibility

       

      There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000 or is a subsidiary of a corporation which shall
be a Person that has a combined capital and surplus of at least $50,000,000 and
which unconditionally guarantees the obligations of the Trustee
hereunder.  If such Trustee or Person publishes reports of condition
at least annually, pursuant to law or the requirements of Federal, State,
Territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Trustee
or Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.  If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

       

      SECTION 608. Resignation and Removal;
Appointment of Successor

       

      (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

       

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

       

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

       

      (d) If at any
time:

       

          (1)           the
Trustee shall fail to comply with the provisions of Section 613 or TIA Section
310(b) after written request therefor by the Company or by any Holder of a
Security 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 607 and shall fail to resign
after written request therefor by the Company or by any Holder of a Security who
has been a bona fide Holder of a Security for at least six months,
or

       

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

       

      then, in
any such case, (i) the Company by or pursuant to a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all Securities, or
(ii) subject to TIA Section 315(e), any Holder of a Security 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.

       

      (e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series).  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, 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 of
Securities and accepted appointment in the manner hereinafter provided, any
Holder of a Security 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 Securities of such
series.

       

      (f) The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series in the manner provided for
notices to the Holders of Securities 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 609. Acceptance of Appointment By
Successor

       

      (a) In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee 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, subject nevertheless to its claim, if any, provided for in
Section 606.

       

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

       

      (c) Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

       

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

       

      (e) All
monies due and owing to the Trustee shall be paid before the Successor Trustee
takes over.

       

      SECTION 610. Merger, Conversion,
Consolidation or Succession to Business

       

      Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons.  In case any Securities or
coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

       

      SECTION 611. Appointment of
Authenticating Agent

       

      At any
time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment 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.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company.  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 reasonably acceptable to the Company and, except
as may otherwise be provided pursuant to Section 301, shall at all times be a
bank or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $25,000,000 and subject
to supervision or examination by Federal or State authorities.  If
such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  In case at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

       

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

       

      An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination 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 for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of or within
the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 106.  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 herein.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

       

      The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services
under this Section.

       

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

       

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

       

      U.S. Bank
National Association, As
Trustee

       

      


       

      


       

      By:   ________________________                                                          

       

      As Authenticating Agent

       

      


       

      


       

      By:   _______________________ 

      Authorized Officer

       

      SECTION 612. Certain Duties and
Responsibilities

       

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

       

      SECTION 613. 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.  In case an Event of Default shall occur and be
continuing, the Trustee shall exercise such of its rights and powers under the
applicable 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 his own affairs.

       

      ARTICLE SEVEN

       

      HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

       

      SECTION 701. Disclosure of Names and
Addresses of Holders

       

      Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar nor any
director, officer, agent or employee of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities or coupons in accordance with TIA Section 312, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under TIA Section 312(b).

       

      SECTION 702. Reports by
Trustee

       

      Within 60
days after March 15 of each year commencing with the first March 15 after the
first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit by mail to all Holders of Securities as provided in TIA Section 313(c)
a brief report dated as of such March 15 if and to the extent required by TIA
Section 313(a).

       

      SECTION 703. Reports by
Company

       

      The
Company will:

       

      (1) file with
the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such Sections, then it
will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

       

      (2) file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and

       

      (3) transmit
by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) or (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

       

      SECTION 704. Company to Furnish Trustee
Names and Addresses of Holders

       

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

       

      (a) semi-annually,
not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date, or if there is no Regular Record
Date for interest for such series of Securities, semi-annually, upon such dates
as are set forth in the Board Resolution or indenture supplemental hereto
authorizing such series, and

       

      (b) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished,
provided, however, that, so long as the Trustee is the Security Registrar, no
such lists shall be required to be furnished.

       

      ARTICLE EIGHT

       

      CONSOLIDATION,
MERGER, SALE, LEASE OR CONVEYANCE

       

      SECTION 801. Consolidations and Mergers
of Company and Sales, Leases andConveyances Permitted
Subject to Certain Conditions

       

      The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other Person, provided that in any
such case, (i) either the Company shall be the continuing entity, or the
successor (if other than the Company) entity shall be a Person organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and such successor entity shall expressly assume the due and
punctual payment of the principal of (and premium or Make-Whole Amount, if any)
and any interest (including all Additional Amounts, if any, payable pursuant to
Section 1010) on all of the Securities, according to their tenor, the conversion
or exchange rights shall be provided for in accordance with Article Sixteen, if
applicable, or as otherwise specified pursuant to Section 301, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company by supplemental indenture,
complying with Article Nine hereof, in form satisfactory to the Trustee,
executed and delivered to the Trustee by such Person and (ii) immediately after
giving effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been
incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be
continuing.

       

      SECTION 802. Rights and Duties of
Successor Corporation

       

      In case
of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor entity, such successor entity shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in the
event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities.  Such successor entity thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose.  All
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

       

      In case
of any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

       

      SECTION 803. Officers’ Certificate and
Opinion of Counsel

       

      Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers’ Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor entity, and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, complies with the provisions of this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

       

      ARTICLE NINE

       

      SUPPLEMENTAL
INDENTURES

       

      SECTION 901. Supplemental Indentures
Without Consent of Holders

       

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

       

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

       

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

       

      (3) to add
any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit of
less than all series of Securities, stating that such Events of Default are
expressly being included solely for the benefit of such series); provided,
however, that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or
those series of Securities to which such additional Events of Default apply to
waive such default; or

       

      (4) to add to
or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium, Make-Whole Amount or
Interest on Bearer Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect;
or

       

      (5) to add
to, change or eliminate any of the provisions of this Indenture in respect of
any series of Securities, provided that any such addition, change or elimination
shall (i) neither (A) 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 (B) modify the rights of the Holder of any such Security with
respect to such provision; or (ii) 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 and any related coupons
as permitted by Sections 201 and 301, including the provisions and procedures
relating to Securities convertible into or exchangeable for other securities or
property of the Company; 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; or

       

      (9) to make
provision with respect to the conversion or exchange rights of Holders pursuant
to the requirements of Article Sixteen, including providing for the conversion
or exchange of the Securities into any security or property of the Company;
or

       

      (10) 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
which shall not be inconsistent with the provisions of this Indenture or to make
any other changes, provided that in each case, such provisions shall not
adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or

       

      (11) to close
this Indenture with respect to the authentication and delivery of additional
series of Securities or to qualify, or maintain qualification of, this Indenture
under the TIA; or

       

      (12) to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 401, 1402 and 1403; provided in each case that
any such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect.

       

      SECTION 902. Supplemental Indentures with
Consent of Holders

       

      The
Company and the Trustee may (i) amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of a majority in aggregate principal amount of the Securities of all
series then outstanding or (ii) supplement this Indenture with regard to a
series of Securities, amend or supplement a Supplemental Indenture relating to a
series of Securities, or amend the Securities of a series, without notice to any
Securityholder but with the written consent of the Holders of a majority in
aggregate principal amount of the Securities of that series then
outstanding.  The Holders of a majority in principal amount of the
Securities of all series then outstanding may waive compliance by the Company
with any provision of this Indenture or the Securities without notice to any
Securityholder.  The Holders of a majority in principal amount of the
Securities of any series then outstanding may waive compliance with any
provision of this Indenture, any Supplemental Indenture or the Securities of
that series with regard to the Securities of that series without notice to any
Securityholder.  However, without the consent of the Holder of each
Outstanding Security affected thereby, no amendment, supplement or waiver
may:

       

      (1) change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if
any, on) or any installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest thereon or
any Additional Amounts payable in respect thereof, or any premium or Make-Whole
Amount payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 1010 (except as
contemplated by Section 801(i) and permitted by Section 901(1)), or reduce the
amount of the principal of an Original Issue Discount Security or Make-Whole
Amount, if any, that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502 or the amount thereof provable
in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of the Holder of any Security, or change any Place of
Payment where, or the currency or currencies, currency unit or units or
composite currency or currencies in which, the principal of any Security or any
premium or Make-Whole Amount or any Additional Amounts payable in respect
thereof or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the Holder,
on or after the Redemption Date or the Repayment Date, as the case may be);
or

       

      (2) reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver with respect to such
series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting; or

       

      (3) modify
any of the provisions of this Section, Section 513 or Section 1011, except to
increase the required percentage to effect such action 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;
or

       

      (4) make any
change that adversely affects the right to convert or exchange any Security as
provided in Article Sixteen or pursuant to Section 301 (except as permitted by
Section 901(9)) or decrease the conversion or exchange rate or increase the
conversion or exchange price of any such Security.

       

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

       

      A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included 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.

       

      SECTION 903. Execution of Supplemental
Indentures

       

      In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel and an Officers’
Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
the execution of such supplemental indenture have been complied
with.  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 and of any
coupon appertaining thereto 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 as then in effect.

       

      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. Notice of Supplemental
Indentures

       

      Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice thereof
to the Holders of each Outstanding Security affected, in the manner provided for
in Section 106, setting forth in general terms the substance of such
supplemental indenture.

       

      ARTICLE TEN

       

      COVENANTS

       

      SECTION 1001. Payment of Principal,
Premium or Make-Whole Amount, if any,Interest and Additional
Amounts

       

      The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1010 in respect
of principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally
mature.  Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such
Security.

       

      SECTION 1002. Maintenance of Office or
Agency

       

      If
Securities of a series are issuable only as Registered Securities, the Company
shall 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 or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange, where Securities of that series may be
converted or exchanged in accordance with Article Sixteen, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  If Securities of a series are issuable
as Bearer Securities, the Company will maintain: (A) in the City of St. Paul,
Minnesota, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment or conversion, where any Registered
Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment or conversion in the
circumstances described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1010) or conversion; provided,
however, that if the Securities of that series are listed on the Luxembourg
Stock Exchange, The International Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
Luxembourg, London, England or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange; and (C) subject to any laws or regulations applicable
thereto, in each Place of Payment for that series located outside the United
States an office or agency where any Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for 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 each such office or
agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1010) at the offices
specified in the Security, in London, England, and the Company hereby appoints
the same as its agent to receive such respective presentations, surrenders,
notices and demands, and the Company hereby appoints the Trustee its agent to
receive all such presentations, surrenders, notices and demands.

       

      Unless
otherwise specified with respect to any Securities pursuant to Section 301, no
payment of principal, premium, Make-Whole Amount or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on
Securities of such series pursuant to Section 1010) shall be made at the office
of the Company’s Paying Agent in the City of St. Paul, Minnesota, if (but only
if) payment in Dollars of the full amount of such principal, premium, interest,
Additional Amounts or Make-Whole Amount, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.

       

      The
Company may from time to time designate one or more other offices or agencies
where the Securities of one or more series and related coupons, if any, may be
presented or surrendered for any or all of such purposes, and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above 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.

       

      Unless
otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent.

       

      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 any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts 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
and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on or Additional Amounts
in respect of, any Securities of that series, deposit with a Paying Agent a sum
(in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, Make-Whole Amount or interest or Additional
Amounts 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 other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

       

      (1) hold all
sums held by it for the payment of principal of (and premium or Make-Whole
Amount, if any) or interest on Securities or Additional Amounts in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

       

      (2) give the
Trustee written notice of any default by the Company (or any other obligor upon
the Securities) in the making of any such payment of principal (and premium or
Make-Whole Amount, if any) or interest or Additional Amounts; and

       

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

       

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

       

      Except as
otherwise provided in the Securities of any series, 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 or Make-Whole Amount, if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any), interest or Additional Amounts has become due and
payable shall be paid to the Company upon Company Request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
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. [Reserved]

       

      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 the existence, rights (charter and
statutory) and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any 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
its Subsidiaries as a whole and that the loss thereof is not disadvantageous in
any material respect to the Holders of Securities of any series.

       

      SECTION 1006. Maintenance of
Properties

       

      The
Company will cause all of its material properties used or useful in the conduct
of its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Subsidiary from (i) discontinuing the operation or maintenance of any such
properties if such discontinuance is, in the judgement of the Company, desirable
in the conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders of Securities of any
series or (ii) selling or otherwise disposing of its properties in the ordinary
course of its business.

       

      SECTION 1007. Insurance

       

      The
Company will, and will cause each of its Subsidiaries to, keep all its insurable
properties insured against loss or damage with commercially reasonable amounts
and types of insurance provided by insurers of recognized
responsibility.

       

      SECTION 1008. 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 it 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 1009. Statement as to
Compliance

       

      The
Company will deliver to the Trustee within 120 days after the end of each fiscal
year, a brief certificate, which need not comply with Section 102, from the
principal executive officer, principal financial officer or principal accounting
officer of the Company as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof
of which such officers may have knowledge.  For purposes of this
Section 1010, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.

       

      SECTION 1010. Additional
Amounts

       

      If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 301.  Whenever in this Indenture there is mentioned, in any
context except in the case of Section 502(1), the payment of the principal of or
any premium, Make-Whole Amount or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

       

      Except as
otherwise specified as contemplated by Section 301, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at least
10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the
series.  If any such withholding shall be required, then such
Officers’ Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts, if any, required by the terms of such
Securities.  In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise
advised.  The Company covenants to indemnify the Trustee and any
Paying Agent and their respective officers, directors, employees and agents for,
and to hold them harmless against, any loss, liability or expense (including but
not limited to legal fees and expenses) reasonably incurred without gross
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section or in reliance on the Company’s not
furnishing such an Officers’ Certificate.

       

      SECTION 1011. Waiver of Certain
Covenants

       

      The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1005 to 1008, inclusive, and with any other
term, provision or condition with respect to the Securities of any series
specified in accordance with Section 301 (except any such term, provision or
condition which could not be amended without the consent of all Holders of
Securities of such series pursuant to Section 902), if before or after the time
for such compliance the Holders of at least a majority in principal amount of
all outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

       

      ARTICLE ELEVEN

       

      REDEMPTION
OF SECURITIES

       

      SECTION 1101. Applicability of
Article

       

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

       

      SECTION 1102. Election to Redeem; Notice
to Trustee

       

      The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Company Order.  In case of any redemption at the
election of the Company of less than all of the Securities of any series, the
Company shall, at least 45 days prior to the giving of the notice of redemption
in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee, in writing, of such Redemption Date, of the principal amount
of Securities of such series to be redeemed and of the Redemption Price of such
Securities and any accrued interest and Additional Amounts payable with respect
thereto, if any, on the Redemption Date.  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
and Opinion of Counsel evidencing compliance with such restriction.

       

      SECTION 1103. Selection by Trustee of
Securities to Be Redeemed

       

      If less
than all the Securities of any series issued with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series issued on such date with the same terms not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series.

       

      If any
Security selected for partial redemption is converted in part before termination
of the conversion or exchange right with respect to the portion of the Security
so selected, the converted or exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for
redemption.  Securities which have been converted or exchanged during
a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.  In any case where more
than one Security is registered in the same name, the Trustee in its discretion
may treat the aggregate principal amount so registered as if it were represented
by one Security.

       

      The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

       

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

       

      SECTION 1104. Notice of
Redemption

       

      Notice of
redemption shall be given in the manner provided in Section 106, not less than
30 days nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified by the terms of such series established pursuant to Section
301, to each Holder of Securities to be redeemed, but failure to give such
notice in the manner herein provided to the Holder of any Security designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

       

      Any
notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

       

      All
notices of redemption shall state:

       

      (1) the
Redemption Date;

       

      (2) the
Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any, and Additional Amounts, if any;

       

      (3) if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed;

       

      (4) in case
any Security is to be redeemed in part only, that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed;

       

      (5) that on
the Redemption Date the Redemption Price and accrued interest to the Redemption
Date payable as provided in Section 1106, if any, will become due and payable
upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said
date;

       

      (6) the Place
or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, or for conversion or exchange;

       

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

       

      (8) that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
coupon or coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee for such series and any
Paying Agent is furnished;

       

      (9) if Bearer
Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to the redemption on this
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made;

       

      (10) the CUSIP
number of such Security, if any, provided that neither the Company nor the
Trustee shall have any responsibility for any such CUSIP number;

       

      (11) if
applicable, that a Holder of Securities who desires to convert or exchange
Securities to be redeemed must satisfy the requirements for conversion or
exchange contained in such Securities, the then existing conversion or exchange
price or rate and the date and time when the option to convert or exchange shall
expire and the place or places where such Securities may be surrendered for
conversion or exchange; and

       

      (12) such
other information as the Trustee reasonably deems appropriate.

       

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

       

      SECTION 1105. Deposit of Redemption
Price

       

      On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities or portions thereof 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 in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest and Additional
Amounts payable with respect thereto on the Redemption Date), and from and after
such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest and Additional Amounts, if any) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void.  Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest and Additional Amounts payable with respect thereto, if
any, on the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that except as otherwise provided with
respect to Securities convertible or exchangeable into other securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, installments of interest on Registered Securities
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
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.  If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, (and premium or Make-Whole Amount, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.

       

      SECTION 1107. Securities Redeemed in
Part

       

      Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) 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, 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 a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

       

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

       

      SECTION 1202. Satisfaction of Sinking Fund
Payments with Securities

       

      The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such 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, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; provided that such Securities so delivered or applied as a credit have
not been previously so credited.  Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

       

      SECTION 1203. Redemption of Securities for
Sinking Fund

       

      Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the amount of optional sinking fund payments, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so delivered and
credited.  If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein
specified.  Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 1106 and 1107.

       

      ARTICLE THIRTEEN

       

      REPAYMENT
AT THE OPTION OF HOLDERS

       

      SECTION 1301. Applicability of
Article

       

      Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this
Article.

       

      SECTION 1302. Repayment of
Securities

       

      Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereon, together with
interest, if any, thereof accrued to the Repayment Date specified in or pursuant
to the terms of such Securities and Additional Amounts, if any, payable
thereon.  The Company covenants that on or before the Repayment Date
it will 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 in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portion thereof, as the case may be, to be
repaid on such date and Additional Amounts, if any, payable
thereon.

       

      SECTION 1303. Exercise of
Option

       

      Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such
Securities.  In order for any Security to be repaid at the option of
the Holder, the Trustee must receive at the Place of Payment therefor specified
in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities and the
Trustee) not earlier than 60 days nor later than 30 days prior to the Repayment
Date (1) the Security so providing for such repayment together with the “Option
to Elect Repayment” form on the reverse thereof duly completed by the Holder (or
by the Holder’s attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the Financial Industry Regulatory Authority (“FINRA”), or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled “Option to Elect
Repayment” on the reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business
Day.  If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be
specified.  The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of or within the
series of which such Security to be repaid is a part.  Except as
otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.

       

      SECTION 1304. When Securities Presented
for Repayment Become Due andPayable

       

      If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void.  Upon surrender of any such Security
for repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the principal
amount of such security so to be repaid shall be paid by the Company, together
with accrued interest, if any, to the Repayment Date; provided, however, that
coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified pursuant to
Section 301, only upon presentation and surrender of such coupons; and provided
further that, in the case of Registered Securities, installments of interest, if
any, whose Stated Maturity is on or prior to the Repayment Date shall be payable
(but without interest thereon, unless the Company shall default in the payment
thereof) 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
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in Section 1302 an
amount equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless.  If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons.  If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

       

      SECTION 1305. Securities Repaid in
Part

       

      Upon
surrender of any Registered Security which is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

       

      ARTICLE FOURTEEN

       

      DEFEASANCE
AND COVENANT DEFEASANCE

       

      SECTION 1401. Applicability of Article;
Company’s Option to Effect Defeasanceor Covenant
Defeasance

       

      If,
pursuant to Section 301, provision is made for either or both of (a) defeasance
of the Securities of or within a series under Section 1402 or (b) covenant
defeasance of the Securities of or within a series under Section 1403 to be
applicable to the Securities of any series, then the provisions of such Section
or Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to Section
301 with respect to any Securities), shall be applicable to such Securities and
any coupons appertaining thereto, and the Company may at its option by Board
Resolution at any time, with respect to such Securities and any coupons
appertaining thereto, elect to defease such Outstanding Securities and any
coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section
1403 (if applicable) upon compliance with the conditions set forth below in this
Article.

       

      SECTION 1402. Defeasance and
Discharge

       

      Upon the
Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities
and any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”).  For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) below, and to have satisfied
all of its other obligations under such Securities and any coupons appertaining
thereto and this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Securities and any coupons appertaining thereto when such payments
are due, (B) the Company’s obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 1010, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder including
but not limited to Section 606 hereof and (D) this Article.  Subject
to compliance with this Article Fourteen, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

       

      SECTION 1403. Covenant
Defeasance

       

      Upon the
Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 1005 to 1008, inclusive, and, if specified pursuant
to Section 301, its obligations under any other covenant, with respect to such
Outstanding Securities and any coupons appertaining thereto on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter,
“covenant defeasance”), and such Securities and any coupons appertaining thereto
shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 1005 to 1008,
inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, 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 Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(4) or 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

       

      SECTION 1404. Conditions to Defeasance or
Covenant Defeasance

       

      The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

       

      (a) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities and any coupons appertaining thereto,
(1) an amount in such currency, currencies or currency unit in which such
Securities and any coupons appertaining thereto are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) 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 of principal of (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, on such Securities and any coupons appertaining
thereto, money in an amount, or (3) a combination thereof in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee to pay
and discharge, (i) the principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such Government Obligations to said payments
with respect to such Securities.  Before such a deposit, the Company
may give to the Trustee, in accordance with Section 1102 hereof, a notice of its
election to redeem all or any portion of such Outstanding Securities at a future
date in accordance with the terms of the Securities of such series and Article
Eleven hereof, which notice shall be irrevocable.  Such irrevocable
redemption notice, if given, shall be given effect in applying the
foregoing.

       

      (b) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound (and shall
not cause the Trustee to have a conflicting interest pursuant to Section 310(b)
of the TIA with respect to any Security of the Company).

       

      (c) No Event
of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 501(6) and 501(7) are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

       

      (d) In the
case of an election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (ii)
since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not
occurred.

       

      (e) In the
case of an election under Section 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

       

      (f) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 1402 or the covenant defeasance under Section 1403 (as the case
may be) have been complied with and an Opinion of Counsel to the effect that
either (i) as a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company’s option under Section 1402 or Section 1403 (as
the case may be) registration is not required under the Investment Company Act
of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.

       

      (g) After the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally.

       

      (h) Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance
shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection
therewith pursuant to Section 301.

       

      SECTION 1405. Deposited Money and
Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions

       

      Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the
“Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.

       

      Unless
otherwise specified with respect to any Security pursuant to Section 301, if,
after a deposit referred to in Section 1404(a) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency or currency unit other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit
pursuant to Section 1404(a) has been made, the indebtedness represented by such
Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of
(and premium or Make-Whole Amount, if any), and interest, if any, on such
Security as the same becomes due and Additional Amounts, if any, out of the
proceeds yielded by converting (from time to time as specified below in the case
of any such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
market exchange rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

       

      The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1404 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 such Outstanding Securities and any coupons appertaining
thereto.

       

      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
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in Section 1404 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 a defeasance or covenant
defeasance, as applicable, in accordance with this Article.

       

      SECTION 1406. 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 1402 or 1403 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
1405 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 FIFTEEN

       

      MEETINGS
OF HOLDERS OF SECURITIES

       

      SECTION 1501. Purposes for Which Meetings
May Be Called

       

      A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

       

      SECTION 1502. Call, Notice and Place of
Meetings

       

      (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in the City of St. Paul, Minnesota, or in London, England as the Trustee
shall determine.  Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

       

      (b) In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the City
of St. Paul, Minnesota, or in London, England for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a)
of this Section.

       

      SECTION 1503. Persons Entitled to Vote at
Meetings

       

      To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders.  The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its
counsel.

       

      SECTION 1504. Quorum;
Action

       

      The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum.  In
the absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting.  In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five (5) days prior to the date on which the meeting is
scheduled to be reconvened.  Notice of the reconvening of any
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.  Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

       

      Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the related coupons, whether or not
present or represented at the meeting.

       

      Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at a
meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series:

       

      (i)           there
shall be no minimum quorum requirement for such meeting; and

       

      (ii)           the
principal amount of the Outstanding Securities of such series that vote in favor
of such request, demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether such request,
demand, authorization, direction, notice, consent, waiver or other action has
been made, given or taken under this Indenture.

       

      SECTION 1505. Determination of Voting
Rights; Conduct and Adjournment of Meetings

       

      (a) Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

       

      (b) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or the
Holders of Securities of or within the series calling the meeting, as the case
may be, shall in like manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

       

      (c) At any
meeting each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount of the Outstanding Securities of such
series held or represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

       

      (d) Any
meeting of Holders of Securities of any series duly called pursuant to Section
1502 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.

       

      SECTION 1506. Counting Votes and Recording
Action of Meetings

       

      The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them.  The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section
1504.  Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

       

      SECTION 1507. Evidence of Action Taken by
Holders

       

      Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Holders of any or all series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage of 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.  Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Article Six) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Article.

       

      SECTION 1508. Proof of Execution of
Instruments

       

      Subject
to Article Six, the execution of any instrument by a Holder or his agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

       

      ARTICLE SIXTEEN

       

      CONVERSION
OR EXCHANGE OF SECURITIES

       

      SECTION 1601. Applicability of
Article

       

      The
provisions of this Article shall be applicable to the Securities of any series
which are convertible or exchangeable for other securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, except as otherwise specified as contemplated by
Section 301 for the Securities of such series.

       

      SECTION 1602. Election to Exchange; Notice
to Trustee and Holders

       

      The
election of the Company to exchange any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.  On or prior to the seventh Business Day prior to
Maturity of the Securities, the Company shall provide written notice to the
Holders of record of the Securities and to the Trustee and will publish a notice
in a daily newspaper of national circulation stating whether the Company has
made such election.

       

      SECTION 1603. No Fractional
Shares

       

      No
fractional shares of securities shall be delivered upon exchanges of Securities
of any series.  If more than one Security shall be surrendered for
exchange at one time by the same Holder, the number of full shares which shall
be delivered upon exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered.  If, except for the provisions of
this Section 1603, any Holder of a Security or Securities would be entitled to a
fractional share of a security upon the exchange of such Security or Securities,
or specified portions thereof, the Company shall pay to such Holder an amount in
cash equal to the current market value of such fractional share computed on the
basis of an average Closing Price of such security.  The “Closing
Price” of any security on any date of determination means, (i) if such security
is listed or admitted to unlisted trading privileges on a national securities
exchange, the last reported sale price regular way on such exchange, or (ii) if
such security is not at the time so listed or admitted to unlisted trading
privileges on a national securities exchange, the average of the bid and asked
prices of such security in the over-the-counter market, as reported by the
National Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or if
not so available, the market price as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Company.

       

      SECTION 1604. Adjustment of Exchange
Rate

       

      The
exchange rate of Securities of any series that is exchangeable for other
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) of the Company shall be adjusted for any stock
dividends, stock splits, reclassification, combinations or similar transactions
or any consolidation, merger or other reorganization event in accordance with
the terms of the supplemental indenture or Board Resolution setting forth the
terms of the Securities of such series.

       

      Whenever
the exchange rate is adjusted, the Company shall compute the adjusted exchange
rate in accordance with terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers’ Certificate setting forth the adjusted
exchange rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of exchange of Securities pursuant
to Section 1002 and, if different, with the Trustee.  The Company
shall forthwith cause a notice setting forth the adjusted exchange rate to be
mailed, first class postage prepaid, to each Holder of Securities of such series
at its address appearing on the Security Register and to any exchange agent
other than the Trustee.

       

      SECTION 1605. Payment of Certain Taxes
Upon Exchange

       

      The
Company will pay any and all taxes that may be payable in respect of the
transfer and delivery of shares of other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3
(or any successor form) for a primary offering of its securities) of the Company
on exchange of Securities pursuant hereto.  The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the delivery of shares of securities in a name other than
that of the Holder of the Security or Securities to be exchanged, and no such
transfer or delivery shall be made unless and until the person requesting such
transfer has paid to the Company the amount of any such tax, or has established,
to the satisfaction of the Company, that such tax has been paid.

       

      SECTION 1606. Shares Free and
Clear

       

      The
Company hereby warrants that upon exchange of Securities of any series, the
Holder of a Security shall receive all rights held by the Company in such
security for which such Security is at such time exchangeable under this Article
Sixteen, free and clear of any and all liens, claims, charges and encumbrances
other than any liens, claims, charges and encumbrances which may have been
placed on any such security by the prior owner thereof, prior to the time such
security was acquired by the Company.  Except as provided in Section
1604, the Company will pay all taxes and charges with respect to the delivery of
such security delivered in exchange for Securities hereunder.

       

      SECTION 1607. Cancellation of
Security

       

      Upon
receipt by the Trustee of Securities of any series delivered to it for exchange
under this Article Sixteen, the Trustee shall cancel and dispose of the same as
provided in Section 309.

       

      SECTION 1608. Duties of Trustee Regarding
Exchange

       

      Neither
the Trustee nor any exchange agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is exchangeable
into other securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the Exchange
Act and such issuer is then eligible to use Form S-3 (or any successor form) for
a primary offering of its securities) of the Company to determine whether any
facts exist which may require any adjustment of the exchange rate, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, whether herein or in any supplemental indenture,
any resolutions of the Board of Directors or written instrument executed by one
or more officers of the Company provided to be employed in making the
same.  Neither the Trustee nor any exchange agent shall be accountable
with respect to the validity or value (or the kind or amount) of any securities
or property (including securities of other issuers, provided that such
securities are registered under Section 12 of the Exchange Act and such issuer
is then eligible to use Form S-3 (or any successor form) for a primary offering
of its securities) of the Company, or of any Securities and neither the Trustee
nor any exchange agent makes any representation with respect
thereto.  Subject to the provisions of Section 612, neither the
Trustee nor any exchange agent shall be responsible for any failure of the
Company to issue, transfer or deliver any stock certificates or other securities
or property (including securities of other issuers, provided that such
securities are registered under Section 12 of the Exchange Act and such issuer
is then eligible to use Form S-3 (or any successor form) for a primary offering
of its securities) upon the surrender of any Security for the purpose of
exchange or to comply with any of the covenants of the Company contained in this
Article Sixteen or in the applicable supplemental indenture, resolutions of the
Board of Directors or written instrument executed by one or more duly authorized
officers of the Company.

       

      SECTION 1609. Repayment of Certain Funds
Upon Exchange

       

      Any funds
which at any time shall have been deposited by the Company or on its behalf with
the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities
(including funds deposited for the sinking fund referred to in Article Twelve
hereof) and which shall not be required for such purposes because of the
exchange of such Securities as provided in this Article Sixteen shall after such
exchange be repaid to the Company by the Trustee upon the Company’s written
request.

       

      SECTION 1610. Exercise of Conversion
Privilege

       

      In order
to exercise a conversion or exchange privilege, the Holder of a Security of a
series with such a privilege shall surrender such Security to the Company at the
office or agency maintained for that purpose pursuant to Section 1002,
accompanied by written notice to the Company that the Holder elects to convert
or exchange such Security or a specified portion thereof.  Such notice
shall also state, if different from the name or names (with address) in which
the Securities are registered, the name or names in which the Securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company which shall be issuable on such conversion or
exchange shall be issued.  Securities surrendered for conversion or
exchange shall (if so required by the Company or the Trustee) be duly endorsed
by or accompanied by instruments of transfer in forms satisfactory to the
Company and the Trustee duly executed by the registered Holder or its attorney
duly authorized in writing; and Securities so surrendered for conversion or
exchange during the period from the close of business on any Regular Record Date
to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted, and such interest shall
be payable to such registered Holder notwithstanding the conversion or exchange
of such Security, subject to the provisions of Section 307 relating to the
payment of Defaulted Interest by the Company.  As promptly as
practicable after the receipt of such notice and of any payment required
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 setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and
shall deliver, at the office or agency at which such Security is surrendered, to
such Holder or on its written order, securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3
(or any successor form) for a primary offering of its securities) of the Company
issuable or deliverable upon the conversion or exchange of such Security (or
specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers’ Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such Common Stock
otherwise issuable upon such conversion or exchange.  Such conversion
or exchange shall be deemed to have been effected immediately prior to the close
of business on the date on which such notice and such payment, if required,
shall have been received in proper order for conversion or exchange by the
Company and such Security shall have been surrendered as aforesaid (unless such
Holder shall have so surrendered such Security and shall have instructed the
Company to effect the conversion or exchange on a particular date following such
surrender and such Holder shall be entitled to convert or exchange such Security
on such date, in which case such conversion or exchange shall be deemed to be
effected immediately prior to the close of business on such date) and at such
time the rights of the Holder of such Security as such Security Holder shall
cease and the person or persons in whose name or names any securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company shall be issuable or deliverable upon such conversion
or exchange shall be deemed to have become the Holder or Holders of record of
the shares represented thereby.  Except as set forth above and subject
to the final paragraph of Section 307, no payment or adjustment shall be made
upon any conversion or exchange on account of any interest accrued on the
Securities surrendered for conversion or exchange or on account of any interest
or dividends on the Securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company issued or
delivered upon such conversion or exchange.

       

      In the
case of any Security which is converted or exchanged in part only, upon such
conversion or exchange the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

       

      SECTION 1611. Effect of Consolidation or
Merger on Conversion Privilege

       

      In case
of any consolidation of the Company with, or merger of the Company into or with
any other Person, or in case of any sale of all or substantially all of the
assets of the Company, the Company or the Person formed by such consolidation or
the Person into which the Company shall have been merged or the Person which
shall have acquired such assets, as the case may be, shall execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding of any series that is convertible into Common Stock of
the Company shall have the right, which right shall be the exclusive conversion
right thereafter available to said Holder (until the expiration of the
conversion right of such Security), to convert such Security into the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such consolidation, merger or sale by a holder of the number of
shares of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture.  Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security.  The above provisions of
this Section shall similarly apply to successive consolidations, mergers or
sales.  It is expressly agreed and understood that anything in this
Indenture to the contrary notwithstanding, if, pursuant to such merger,
consolidation or sale, holders of outstanding shares of Common Stock of the
Company do not receive shares of common stock of the surviving corporation but
receive other securities, cash or other property or any combination thereof,
Holders of Securities shall not have the right to thereafter convert their
Securities into common stock of the surviving corporation or the corporation
which shall have acquired such assets, but rather, shall have the right upon
such conversion to receive the other securities, cash or other property
receivable by a holder of the number of shares of Common Stock of the Company
into which the Securities held by such holder might have been converted
immediately prior to such consolidation, merger or sale, all as more fully
provided in the first sentence of this Section 1611.  Anything in this
Section 1611 to the contrary notwithstanding, the provisions of this Section
1611 shall not apply to a merger or consolidation of another corporation with or
into the Company pursuant to which both of the following conditions are
applicable: (i) the Company is the surviving corporation and (ii) the
outstanding shares of Common Stock of the Company are not changed or converted
into any other securities or property (including cash) or changed in number or
character or reclassified pursuant to the terms of such merger or
consolidation.

       

      As
evidence of the kind and amount of shares of stock or other securities or
property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

       

      


       

      This
Indenture 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 Indenture.

       

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

       

      HEARTLAND
FINANCIAL USA, INC.

       

      


       

      


       

      By:  ________________________                                                              

       

      Name:
_______________________

       

      Title:
________________________

       

      


       

      


       

      U.S. Bank
National Association, As
Trustee

       

      


       

      


       

      By:_________________________

       

      Name:
______________________

       

      Title:
_______________________

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      


       

      FORM OF
CERTIFICATION

       

      EXHIBIT
A-1

       

      FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

      TO
RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

      PAYABLE
PRIOR TO THE EXCHANGE DATE

      CERTIFICATE

       

       

      [Insert
title or sufficient description of Securities to be delivered]

       

      This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
(“United States person(s)”), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise ____________________  or its agent that such
financial institution will provide a certificate within a reasonable time
stating that it agrees to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by a financial institution for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.1635(c)(2)(i)(D)(7)), and, such financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), certifies that it has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

       

      As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

       

      We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.  This certificate excepts and
does not relate to [U.S.$] of such interest in the above-captioned Securities in
respect of which we are not able to certify and as to which we understand an
exchange for an interest in a permanent global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest)
cannot be made until we do so certify.

       

      We
understand that this certificate may be required in connection with certain tax
legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

       

      Dated:  ___________,
_________ [To be dated no earlier than the 15th day prior to the earlier of
(i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior
to the Exchange Date, as applicable]

       

      [Name of
Person Making

      Certification]

      (Authorized
Signator)

       

      Name:
____________________

       

      Title:
_____________________

       


      
        
          
            A-1-

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-2

       

      


       

      FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM S.A. IN CONNECTION WITH THE
EXCHANGE OF

      A PORTION
OF A TEMPORARY GLOBAL SECURITY OR TO

      OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

      CERTIFICATE

       

      (Insert
title or sufficient description of Securities to be delivered)

       

      This is
to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, (U.S.$) principal amount of the
above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (“United States person(s)”), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States
Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise _______________________ or its agent that such
financial institution will provide a certificate within a reasonable time
stating that it agrees to comply with the requirements of Section 165(j)(3)(A),
(B), or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) is owned by a financial institution for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and that such financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

       

      As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

       

      We
further certify that (i) we are not making available herewith for exchange (or,
if relevant, collection of any interest) any portion of the temporary global
Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

       

      We
understand that this certification is required in connection with certain tax
legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

       

      Dated: ______________ ,
______________

       

      (To be
dated no earlier than the earlier of the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable)

       

      ,

      as

       

      By:
_______________________