Exhibit 4.1


    Exhibit
      4.1

    
      

      

    

     

     

    ENERGY
      EAST CORPORATION

     

    AND

     

    JPMORGAN
      CHASE BANK, N.A.

    (formerly
      known as The Chase Manhattan Bank),

     

    as
      Trustee

     

     

     

    Eighth
      Supplemental Indenture

     

    Dated
      as
      of July 24, 2006

     

    To

     

    Indenture

     

    Dated
      as
      of August 31, 2000

     

     

     

    6.75%
      Notes due July 15, 2036

     

    


    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EIGHTH
      SUPPLEMENTAL INDENTURE, dated as of July 24, 2006 (this "Eighth
      Supplemental Indenture"),
      between ENERGY EAST CORPORATION, a corporation duly organized and existing
      under
      the laws of the State of New York (the "Company"),
      having its principal office at 52 Farm View Drive, New Gloucester, Maine
      04260-5116 and JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan
      Bank), a national banking association, as Trustee (the "Trustee")
      under
      the Indenture dated as of August 31, 2000 between the Company and the Trustee
      (the "Original
      Indenture").

     

    Recitals
      of the Company

     

    WHEREAS,
      the Company has executed and delivered the Original Indenture to the Trustee
      to
      provide for the issuance from time to time of its senior, unsecured debentures,
      notes or other evidences of indebtedness (the "Securities"),
      to be
      issued in one or more series as in the Original Indenture provided;

     

    WHEREAS,
      pursuant to the terms of the Original Indenture, the Company desires to make,
      execute and deliver to the Trustee this Eighth Supplemental Indenture to the
      Original Indenture in order to establish the form and terms of, and to provide
      for the creation and issue of a new series of its Securities designated as
      the
      6.75% Notes due July 15, 2036 (herein called the "Notes"),
      under
      the Original Indenture in the aggregate principal amount of
      $250,000,000;

     

    WHEREAS,
      all things necessary to make the Notes, when executed by the Company and
      authenticated and delivered by the Trustee and issued upon the terms and subject
      to the conditions hereinafter and in the Original Indenture set forth, against
      payment therefor, the valid, binding and legal obligations of the Company and
      to
      make this Eighth Supplemental Indenture a valid, binding and legal agreement
      of
      the Company, have been done;

     

    Now,
      therefore, this Eighth Supplemental Indenture Witnesseth that for, and in
      consideration of, the premises and covenants contained in the Original Indenture
      and this Eighth Supplemental Indenture and the purchase of the Notes by the
      Holders thereof, it is mutually agreed and covenanted, for the equal and
      proportionate benefit of all Holders of the Notes, as follows:

     

    ARTICLE
      I.

     

    DEFINED
      TERMS

     

    Section
      1.01. Defined
      Terms.
      Except
      as otherwise expressly provided in this Eighth Supplemental Indenture or in
      the
      form of Note set forth in Exhibit A hereto or otherwise clearly required by
      the
      context hereof or thereof, all capitalized terms used and not defined herein
      or
      in said form of Note that are defined in the Original Indenture shall have
      the
      meanings assigned to them in the Original Indenture. The Original Indenture,
      as
      supplemented from time to time, including by this Eighth Supplemental Indenture,
      is hereafter referred to as the "Indenture."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II.

     

    TERMS
      OF THE NOTES

     

    Section
      2.01. Establishment
      of the Notes.
      There
      is hereby authorized a series of Securities designated the 6.75% Notes due
      July
      15, 2036, limited in aggregate principal amount to $250,000,000 (except as
      provided in Section 301(2) of the Indenture and as set forth in the next
      sentence). The Company may, without the consent of the Holders of the Notes,
      provided that no Event of Default shall have occurred and be continuing, issue
      additional Notes in such principal amount as shall be determined by or pursuant
      to a Board Resolution and having the same ranking and the same interest rate,
      maturity and other terms (except for the initial interest accrual date and
      the
      initial Interest Payment Date) as the Notes originally issued hereunder, which
      together with said additional Notes shall constitute a single series of
      Securities under the Indenture. The Notes shall be substantially in the form
      of
      Note set forth in Exhibit A hereto.

     

    Section
      2.02. Terms
      of the Notes.
      The
      terms and provisions of the Notes as set forth in Exhibit A are hereby
      incorporated in and expressly made part of this Eighth Supplemental
      Indenture.

     

    The
      Notes
      will mature and the principal thereof will be due and payable, together with
      all
      accrued and unpaid interest thereon, on July 15, 2036.

     

    The
      Notes
      shall bear interest at the rate of 6.75% per year.

     

    The
      amount of interest payable on the Notes will be computed on the basis of a
      360-day year consisting of twelve 30-day months.

     

    Payment
      of the principal of (and premium, if any) and interest on the Notes will be
      made
      at the office or agency of the Company maintained for that purpose in the
      Borough of Manhattan, the City and State of New York, in such coin or currency
      of the United States of America as at the time of payment is legal tender for
      the payment of public and private debts and in immediately available funds;
      provided,
      however, that
      at
      the option of the Company payment of interest may be made by wire transfer
      of
      immediately available funds to an account at a financial institution in the
      United States of the Person entitled thereto as such account shall be provided
      to the Security Registrar at least 10 days prior to the relevant payment date
      or
      by check in New York Clearinghouse Funds mailed to the address of the person
      entitled thereto as such address shall appear in the Security
      Register.

     

    Initially
      the Notes will be issued in global form registered in the name of Cede & Co.
      (as nominee for The Depository Trust Company ("DTC"),
      the
      initial securities depositary for the Notes), and may bear such legends as
      DTC
      may reasonably request. So long as the Notes are held solely in global form,
      the
      Regular Record Date shall be the Business Day immediately preceding the relevant
      Interest Payment Date; if the Notes are registered in the names of additional
      Holders, the Company shall have the right to select a Regular Record Date for
      such Notes, which shall be at least one Business Day but not more than 60
      Business Days prior to the relevant Interest Payment Date. So long as the Notes
      are outstanding in global form registered in 

    
      
        
        

      

      
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    the name of DTC or its nominee, all payments of principal,
      premium, if any, and interest will be made by the Company in immediately
      available funds.

     

    No
      service charge shall be made for the registration of transfer or exchange of
      the
      Notes; provided,
      however, that
      the
      Company may require payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection with the exchange or
      transfer.

     

    The
      Notes
      shall not be superior in right of payment to, and shall rank pari
      passu with,
      all
      other unsecured and unsubordinated indebtedness of the Company.

     

    The
      Notes
      shall be issued in minimum denominations of $1,000 or any integral multiple
      of
      $1,000 over such denomination.

     

    ARTICLE
      III.

     

    SUNDRY
      PROVISIONS

     

    Section
      3.01. Execution,
      Authentication and Delivery of the Notes.
      Notes
      in the aggregate principal amount of $250,000,000, or in such greater principal
      amount as shall be permitted by Section 2.01, may, upon execution of this Eighth
      Supplemental Indenture, or from time to time thereafter, be executed by the
      Company and delivered to the Trustee for authentication, and the Trustee shall
      thereupon authenticate and deliver said Notes upon a Company Order without
      any
      further action by the Company.

     

    Section
      3.02. Paying
      Agent and Security Registrar. 
      JPMorgan Chase Bank, N.A. will be the Paying Agent and Security Registrar for
      the Notes.

     

    Section
      3.03. Trustee
      Not Responsible for Recitals.
      The
      recitals contained in this Eighth Supplemental Indenture shall be taken as
      the
      statements of the Company and the Trustee assumes no responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Eighth Supplemental Indenture.

     

    Section
      3.04. Incorporation
      of Indenture.
      The
      Original Indenture, as supplemented by this Eighth Supplemental Indenture,
      is in
      all respects ratified and confirmed, and this Eighth Supplemental Indenture
      shall be deemed part of the Indenture in the manner and to the extent herein
      and
      therein provided, except that the last paragraph of Section 301 of the Original
      Indenture, as deemed to be incorporated into this Eighth Supplemental Indenture
      and to the extent relating to the Notes, shall be amended to read in its
      entirety as follows:

     

    "Unless
      otherwise provided, a series may be reopened, without the consent of the
      Holders, for increases in the aggregate principal amount of such series of
      Securities and issuances of additional Securities of such series."

     

    Section
      3.05. Governing
      Law.
      This
      Eighth Supplemental Indenture shall be governed by, and construed in accordance
      with, the laws of the State of New York, without regard to principles of
      conflicts of law except Section 5-1401 of the New York General Obligations
      Law.

     

    
      
        
        

      

      
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    Section
      3.06. Counterparts.
      This
      Eighth Supplemental 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 one and the same instrument.

    
       

      
        
          
          

        

        
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    In
      Witness Whereof, the parties hereto have caused this Eighth Supplemental
      Indenture to be duly executed as of the day and year first above
      written.

     

    
      	 	 	
              ENERGY
                EAST CORPORATION

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	/s/
              F. Michael McClain   	 
	 	 	 	
              Name:
                F. Michael McClain

            	 
	 	 	 	
              Title:  
                Vice President - Finance, Treasurer & Chief Integration
                Officer

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              JPMORGAN
                CHASE BANK, N.A.

            	 
	 	 	
              (formerly
                known as The Chase Manhattan Bank), 

            	 
	 	 	
              as
                Trustee

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	/s/
              James D.
              Heaney      	 
	 	 	 	
              Name:
                James D. Heaney

            	 
	 	 	 	
              Title:  
                Vice President

            	 


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    [This
      Certificate is a Global Security within the meaning of the Indenture and is
      registered in the name of a Depositary or a nominee of a Depositary. This
      Certificate is exchangeable for Securities registered in the name of a Person
      other than a Depositary or its nominee only in the limited circumstances
      described in the Indenture, and no transfer of this Certificate (other than
      a
      transfer of this Certificate as a whole by the Depositary to a nominee of the
      Depositary or by a nominee of the Depositary to the Depositary or another
      nominee of the Depositary) may be registered except in limited
      circumstances.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation ("DTC"),
      to
      the Company (as defined herein) or its agent for registration of transfer,
      exchange or payment, and any certificate issued is registered in the name of
      Cede & Co. or in such other name as is requested by an authorized
      representative of DTC (and any payment is made to Cede & Co. or to such
      other entity as is requested by an authorized representative of DTC), ANY
      TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
      interest herein.]* 

     

    ENERGY
      EAST CORPORATION

     

    6.75%
      NOTE DUE JULY 15, 2036

     

    
      	
              CUSIP
                29266MAF6

            	
              $

            	    
	 


    

    No._______

     

    ENERGY
      EAST CORPORATION, a corporation duly organized and existing under the laws
      of
      the State of New York (hereinafter referred to as the "Company,"
      which
      term includes any successor Person under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to [CEDE & CO.]*,
      or
      registered assigns, the principal sum of ______________________________
      Dollars ($__________) on July 15, 2036 (the "Maturity
      Date")
      and to
      pay interest thereon in the manner and on the Interest Payment Dates set forth
      below at the rate of 6.75% per year, from and including the date of issuance,
      or
      from the most recent Interest Payment Date (as defined below) to which interest
      has been paid or duly provided for, until the principal hereof is paid or made
      available for payment. The interest so payable, and punctually paid or duly
      provided for, on any Interest Payment Date will, as provided in the Indenture,
      be paid to the Person in whose name this Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest. Except as provided in the Eighth Supplemental Indenture
      hereinafter referred to, "Regular
      Record Date"
      shall
      mean the January 1 and July 1 (whether or not a Business Day) next preceding
      such Interest Payment Date; "Interest
      Payment Date"
      shall
      mean January 15 and July 15 of each year, commencing January 15, 2007 to and
      including the Maturity Date.

     

     

      
        

      

    

    *
      For
      inclusion in Global Securities only.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Any
      such
      interest not so punctually paid or duly provided for will forthwith cease to
      be
      payable to the Holder on such Regular Record Date and may either be paid to
      the
      Person in whose name this Security (or one or more Predecessor Securities)
      is
      registered at the close of business on a Special Record Date for the payment
      of
      such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
      given to Holders of Securities of this series not less than 10 days prior to
      such Special Record Date, or be paid at any time in any other lawful manner
      not
      inconsistent with the requirements of any securities exchange on which the
      Securities of this series may be listed, and upon such notice as may be required
      by such exchange, all as more fully provided in the Indenture.

     

    Payment
      of the principal of (and premium, if any) and interest on this Security will
      be
      made at the office or agency of the Company maintained for that purpose in
      the
      Borough of Manhattan, the City and State of New York, in such coin or currency
      of the United States of America as at the time of payment is legal tender for
      the payment of public and private debts and in immediately available funds;
      provided,
      however, that
      at
      the option of the Company payment of interest may be made by wire transfer
      of
      immediately available funds to an account at a financial institution in the
      United States of the Person entitled thereto as such account shall be provided
      to the Security Registrar at least 10 days prior to the relevant payment date
      or
      by check in New York Clearinghouse Funds mailed to the address of the person
      entitled thereto as such address shall appear in the Security
      Register.

     

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

     

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

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Energy East Corporation has caused this instrument to be duly
      executed under its corporate seal.

     

    Dated:

     

    
      	 	 	
              ENERGY
                EAST CORPORATION

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	 
	  
	 
	 	 	
              Name:
                

            	 	 
	 	 	
              Title:

            	 	 


    

     

     

    Attest:

     

     

    
      	
              By:

            	     
	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    TRUSTEE'S
      CERTIFICATE OF AUTHENTIFICATION

     

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

     

    
      	 	 	
              JPMORGAN
                CHASE BANK, N.A.

            	 
	 	 	
              (formerly
                known as The Chase Manhattan Bank),

            	 
	 	 	
              as
                Trustee

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	   
	 
	 	 	 	
              Authorized
                Officer

            	 


    


    
      
        
        

      

      
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    ENERGY
      EAST CORPORATION

     

    6.75%
      NOTE DUE JULY 15, 2036

     

    This
      Security is one of a duly authorized issue of securities of the Company (the
      "Securities"),
      issued and to be issued in one or more series under an Indenture, dated as
      of
      August 31, 2000 (the "Original
      Indenture"),
      as
      supplemented by a First Supplemental Indenture dated as of August 31, 2000
      (the
      "First
      Supplemental Indenture"),
      a
      Second Supplemental Indenture dated as of November 14, 2000 (the "Second
      Supplemental Indenture"),
      a
      Third Supplemental Indenture dated as of November 14, 2000 (the "Third
      Supplemental Indenture"),
      a
      Fourth Supplemental Indenture dated as of November 14, 2001 (the "Fourth
      Supplemental Indenture"),
      a
      Fifth Supplemental Indenture dated as of April 8, 2002 (the "Fifth
      Supplemental Indenture"),
      a
      Sixth Supplemental Indenture dated as of June 14, 2002 (the "Sixth
      Supplemental Indenture"),
      a
      Seventh Supplemental Indenture dated as of September 9, 2003 (the "Seventh Supplemental
      Indenture")
      and an
      Eighth Supplemental Indenture dated as of July 24, 2006 (the "Eighth
      Supplemental Indenture,"
      and
      the Original Indenture, as so supplemented, the "Indenture"),
      between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase
      Manhattan Bank), a New York banking corporation, as Trustee (the "Trustee,"
      which
      term includes any successor trustee under the Indenture), and reference is
      hereby made to the Indenture for a statement of the respective rights,
      limitations of rights, duties and immunities thereunder of the Company, the
      Trustee and the Holders and of the terms upon which the Securities are, and
      are
      to be, authenticated and delivered. [This Security is a Global Security
      representing the aggregate principal amount of the Company's 6.75% Notes Due
      July 15, 2036 set forth on the face hereof.]1 
      The
      Securities of this series [of which this Global Security is a part]*
      are
      limited in aggregate principal amount to $250,000,000, except as provided in
      the
      Eighth Supplemental Indenture.

     

    Optional
      Redemption. The
      Securities of this series are redeemable, at the option of the Company, at
      any
      time in whole, and from time to time in part, at a Redemption Price equal to
      the
      greater of:

     

    
      	 	
              ·

            	
              100%
                of the principal amount of the Securities of this series then Outstanding
                to be redeemed, or

            


    

     

    
      	 	
              ·

            	
              the
                sum of the present values of the remaining scheduled payments of
                principal
                and interest thereon from the Redemption Date to the Maturity Date
                computed by discounting such payments to the Redemption Date on a
                semi-annual basis (assuming a 360-day year consisting of twelve 30-day
                months) at a rate equal to the sum of 25 basis points plus the Adjusted
                Treasury Rate on the third Business Day prior to the Redemption Date,
                as
                calculated by an Independent Investment
                Banker,

            


    

     

    plus,
      in
      each case, accrued and unpaid interest, if any, to the Redemption
      Date.

     

    "Adjusted
      Treasury Rate" means, with respect to any Redemption Date:

     

     

    
      

    

    *
      For
      inclusion in Global Securities only.


    
      
        
        

      

      
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              ·

            	
              the
                yield, under the heading which represents the average for the immediately
                preceding week, appearing in the most recently published statistical
                release designated "H.15(519)" or any successor publication which
                is
                published weekly by the Board of Governors of the Federal Reserve
                System
                and which establishes yields on actively traded U.S. Treasury securities
                adjusted to constant maturity under the caption "Treasury Constant
                Maturities," for the maturity corresponding to the Comparable Treasury
                Issue (if no maturity is within three months before or after the
                Remaining
                Life, yields for the two published maturities most closely corresponding
                to the Comparable Treasury Issue will be determined and the Adjusted
                Treasury Rate will be interpolated or extrapolated from such yields
                on a
                straight line basis, rounding to the nearest month);
                or

            


    

     

    
      	 	
              ·

            	
              if
                such release (or any successor release) is not published during the
                week
                preceding the calculation date or does not contain such yields, the
                rate
                per annum equal to the semi-annual equivalent yield to maturity of
                the
                Comparable Treasury Issue, calculated using a price for the Comparable
                Treasury Issue (expressed as a percentage of its principal amount)
                equal
                to the Comparable Treasury Price for such Redemption
                Date.

            


    

     

    "Business
      Day" means any day other than a Saturday or Sunday or a day in which banking
      institutions in New York City are authorized or obligated by law or executive
      order to close.

     

    "Comparable
      Treasury Issue" means the U.S. Treasury security selected by an Independent
      Investment Banker as having a maturity comparable to the remaining term of
      the
      Securities of this series to be redeemed that would be utilized, at the time
      of
      selection and in accordance with customary financial practice, in pricing new
      issues of corporate debt securities of comparable maturity to the remaining
      term
      of such Securities ("Remaining Life") or, if, in the reasonable judgment of
      the
      Independent Investment Banker, there is no such security, then the Comparable
      Treasury Issue will mean the U.S. Treasury security or securities selected
      by an
      Independent Investment Banker as having an actual or interpolated maturity
      or
      maturities comparable to the remaining term of the Securities.

     

    "Comparable
      Treasury Price" means (1) the average of the Reference Treasury Dealer
      Quotations for the Redemption Date, after excluding the highest and lowest
      Reference Treasury Dealer Quotations, or (2) if the Independent Investment
      Banker obtains fewer than four such Reference Treasury Dealer Quotations, the
      average of all such quotations.

     

    "Independent
      Investment Banker" means one of the Reference Treasury Dealers selected by
      the
      Company, or if any such firm is unwilling or unable to serve as such, an
      independent investment and banking institution of national standing appointed
      by
      the Company.

     

    "Reference
      Treasury Dealer" means each of (1) Banc of America Securities LLC and one other
      primary U.S. Government securities dealer ("Primary Treasury Dealer") selected
      by Wachovia Capital Markets, LLC, and their respective successors; provided
      that
      if any of the foregoing ceases to be, and has no affiliate that is, a Primary
      Treasury Dealer, the Company will substitute for it another Primary Treasury
      Dealer and (2) any two other Primary Treasury Dealers selected by the
      Company.

     

    
      
        
        

      

      
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    "Reference
      Treasury Dealer Quotations" means, with respect to each Reference Treasury
      Dealer and any Redemption Date, the average, as determined by the Independent
      Investment Banker, of the bid and asked prices for the Comparable Treasury
      Issue
      (expressed in each case as a percentage of its principal amount) quoted in
      writing to the Independent Investment Banker at 5:00 p.m., New York City time,
      on the third Business Day preceding such Redemption Date.

     

    The
      Company will mail notice of redemption at least 30 days but not more than 60
      days before the applicable Redemption Date to each Holder of the Securities
      of
      this series to be redeemed. If the Company elects to partially redeem the
      Securities of this series, the Trustee will select in a fair and appropriate
      manner the Securities to be redeemed. Notwithstanding Section 1104 of the
      Indenture, the notice of such redemption need not set forth the Redemption
      Price
      but only the manner of calculation thereof. The Company shall give the Trustee
      notice of such Redemption Price immediately after the calculation
      thereof.

     

    Upon
      the
      payment of the Redemption Price plus accrued and unpaid interest, if any, to
      the
      date of redemption, interest will cease to accrue on and after the applicable
      Redemption Date on the Securities or portions thereof called for
      redemption.

     

    Usury.
      The
      interest rate on the Securities of this series shall in no event be higher
      than
      the maximum rate permitted by New York law as the same may be modified by United
      States law of general application.

     

    Defeasance.
      The
      Indenture contains provisions for defeasance of (a) the entire Indebtedness
      evidenced by this Security and (b) certain restrictive covenants upon compliance
      by the Company with certain conditions set forth therein.

     

    Events
      of Default. If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, the principal of the Securities of this series may be declared
      due
      and payable in the manner and with the effect provided in the
      Indenture.

     

    Amendment
      to Indenture; Waiver of Defaults. The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Holders of the Securities of each series to be affected under
      the Indenture at any time by the Company and the Trustee with the consent of
      the
      Holders of a majority in principal amount of the Securities at the time
      Outstanding of all series to be affected (voting as a class). The Indenture
      contains provisions permitting the Holders of not less than a majority in
      aggregate principal amount of the Securities of all series with respect to
      which
      a default under the Indenture shall have occurred and be continuing (voting
      as
      one class), on behalf of the Holders of all Securities of all such series,
      to
      waive certain past defaults under the Indenture and their consequences. The
      Indenture also permits the Holders of not less than a majority in aggregate
      principal amount of the Outstanding Securities of any series, on behalf of
      the
      Holders of all Securities of such series, to waive compliance with certain
      provisions of the Indenture. Any such consent or waiver by the Holder of this
      Security shall be conclusive and binding upon such Holder and upon all future
      Holders of this Security and of any Security issued upon the registration of
      transfer hereof or in exchange herefor or in lieu hereof, whether or not
      notation of such consent or waiver is made upon this Security.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

    Transfer
      and Exchange. [This
      Security shall be exchangeable for Securities registered in
      the
      names
      of Persons other than the Depositary with respect to such series or its nominee
      only as provided in Section 311 of the Original Indenture. Securities so issued
      in exchange for this Security shall be of the same series, having the same
      interest rate, if any, and maturity and having the same terms as this Security,
      in authorized denominations and in the aggregate having the same principal
      amount as this Security and registered in such names as the Depositary for
      such
      Global Security shall direct.]* 
      As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of a Security of the series of which this Security is a part is
      registrable in the Security Register, upon surrender of this Security for
      registration of transfer at the office or agency of the Company in any place
      where the principal of (and premium, if any) and interest, if any, on this
      Security are payable, duly endorsed by, or accompanied by a written instrument
      of transfer in form satisfactory to the Company and the Security Registrar
      duly
      executed by, the Holder hereof or his attorney duly authorized in writing,
      and
      thereupon one or more new Securities of this series and of like tenor, of
      authorized denominations and for the same aggregate principal amount, will
      be
      issued to the designated transferee or transferees.

     

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

     

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

     

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

     

    Governing
      Law. This
      Security shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflict of law except Section
      51401 of the New York General Obligations Law.

     

     

    
      

    

    *
      For
      inclusion in Global Securities only.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    All
      terms
      used in this Security which are defined in the Indenture and not otherwise
      defined herein shall have the meanings assigned to them in the
      Indenture.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      
        

      
ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers this Security to:

     

    (Insert
      assignee's social security or tax identification number)

     

    (Insert
      address and zip code of assignee)

     

    and
      irrevocably
      appoints                                                                                               
agent to transfer this Security on the Security Register. The agent may
      substitute another to act for him or her.

     

    
      
        	
                Date:

              	   
	 	 	 	 
	 	 	 	
                Signature:

              	 
	  
	 
	 	 	 	 	 	 	 
	 	 	 	
                Signature
                  Guarantee:

              	  
	 
	 	 	 	
                 

              	 	 


      



    (Sign
      exactly as your name appears on the other side of this Security)

     

    SIGNATURE
      GUARANTEE

     

    Signatures
      must be guaranteed by an "eligible guarantor institution" meeting the
      requirements of the Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program ("STAMP") or
      such
      other "signature guarantee program" as may be determined by the Registrar in
      addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended.

     

    9