Exhibit 4.1


    Exhibit
      4.1 

     

    DOMINION
      RESOURCES, INC. 

     

    AND
      

     

    JPMORGAN
      CHASE BANK, N.A. 

     

    TRUSTEE
      

     

    JUNIOR
      SUBORDINATED INDENTURE II 

     

    DATED
      AS
      OF JUNE 1, 2006 

     

    JUNIOR
      SUBORDINATED NOTES 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Reconciliation
      and tie between 

    Trust
      Indenture Act of 1939 (the Trust Indenture Act) 

    and
      Indenture 

     

    
      	
              Trust
                Indenture

              Act
                Section

            	
              Indenture

              Section

            
	
              Section
                310(a)(1)

            	
              7.6

            
	
              (a)(2)

            	
              7.9

            
	
              (a)(3)

            	
              Not applicable

            
	
              (a)(4)

            	
              Not
                applicable

            
	
              (a)(5)

            	
              7.8

            
	
              (b) 

            	
              7.9

            
	
              Section
                311 (a)

            	
              7.13

            
	
              (b) 

            	
              5.4(a),
                7.13

            
	
              Section
                312(a)

            	
              5.1

            
	
              (b) 

            	
              5.2

            
	
              (c) 

            	
              5.2

            
	
              Section
                313(a)

            	
              5.4(a)

            
	
              (b) 

            	
              5.4(a),
                5.4(b)

            
	
              (c) 

            	
              5.4(c)

            
	
              (d) 

            	
              5.4(d)

            
	
              Section
                314(a)

            	
              5.3

            
	
              (b) 

            	
              Not
                applicable

            
	
              (c)(1)

            	
              2.1,
                15.4

            
	
              (c)(2)

            	
              2.1,
                15.4

            
	
              (c)(3)

            	
              Not
                applicable

            
	
              (d) 

            	
              Not
                applicable

            
	
              (e) 

            	
              2.1,
                15.4

            
	
              (f)

            	
              15.4

            
	
              Section
                315(a)

            	
              7.1,
                7.2

            
	
              (b) 

            	
              6.7

            
	
              (c) 

            	
              7.1

            
	
              (d) 

            	
              7.1(b)

            
	
              (d)(1)

            	
              7.1(a)(i)

            
	
              (d)(2)

            	
              7.1(b)

            
	
              (d)(3)

            	
              7.1(c)

            
	
              (e) 

            	
              6.8

            
	
              Section
                316(a) (last sentence)

            	
              8.4

            
	
              (a)(1)(A)

            	
              6.6

            
	
              (a)(1)(B)

            	
              6.6

            
	
              (a)(2)

            	
              Not
                applicable

            
	
              (b) 

            	
              6.4

            
	
              (c) 

            	
              Not
                applicable

            
	
              Section
                317(a)(1)

            	
              6.2,
                6.5

            
	
              (a)(2)

            	
              6.2

            
	
              (b) 

            	
              4.4(a)

            
	
              Section
                318(a)

            	
              15.6

            


    

     

     

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	 
	
               

            	
               

            	
              Page

            
	 	 	 
	
              ARTICLE I

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              1.1

            	
              Certain
                Terms Defined

            	
              1

            
	 	 	 
	
              ARTICLE II

            	
              ISSUE,
                DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER AND EXCHANGE OF
                SECURITIES

            	
              13

            
	 	 	 
	
              2.1

            	
              Amount,
                Series and Delivery of Securities

            	
              13

            
	 	 	 
	
              2.2

            	
              Form
                of Securities and Trustee’s Certificate

            	
              17

            
	 	 	 
	
              2.3

            	
              Denominations
                of and Payment of Interest on Securities

            	
              19

            
	 	 	 
	
              2.4

            	
              Execution
                of Securities

            	
              20

            
	 	 	 
	
              2.5

            	
              Registration,
                Transfer and Exchange of Securities

            	
              20

            
	 	 	 
	
              2.6

            	
              Temporary
                Securities

            	
              22

            
	 	 	 
	
              2.7

            	
              Mutilated,
                Destroyed, Lost or Stolen Securities

            	
              23

            
	 	 	 
	
              2.8

            	
              Cancellation
                and Disposition of Surrendered Securities

            	
              24

            
	 	 	 
	
              2.9

            	
              Authenticating
                Agents

            	
              24

            
	 	 	 
	
              2.10

            	
              Deferrals
                of Interest Payment Dates

            	
              25

            
	 	 	 
	
              2.11

            	
              Right
                of Set-Off

            	
              26

            
	 	 	 
	
              2.12

            	
              Shortening
                or Extension of Stated Maturity

            	
              26

            
	 	 	 
	
              2.13

            	
              Agreed
                Tax Treatment

            	
              26

            
	 	 	 
	
              2.14

            	
              CUSIP
                and Other Numbers

            	
              26

            
	 	 	 
	
              ARTICLE III

            	
              REDEMPTION
                OF SECURITIES

            	
              27

            
	 	 	 
	
              3.1

            	
              Applicability
                of Article

            	
              27

            
	 	 	 
	
              3.2

            	
              Mailing
                of Notice of Redemption

            	
              27

            
	 	 	 
	
              3.3

            	
              When
                Securities Called for Redemption Become Due and Payable

            	
              28

            
	 	 	 
	
              ARTICLE IV

            	
              PARTICULAR
                COVENANTS OF THE COMPANY

            	
              29

            
	 	 	 
	
              4.1

            	
              Payment
                of Principal of and Interest on Securities

            	
              29

            
	 	 	 
	
              4.2

            	
              Maintenance
                of Offices or Agencies for Registration of Transfer, Exchange and
                Payment
                of Securities

            	
              29

            
	 	 	 
	
              4.3

            	
              Appointment
                to Fill a Vacancy in the Office of Trustee

            	
              30

            
	 	 	 
	
              4.4

            	
              Duties
                of Paying Agent

            	
              30

            
	 	 	 
	
              4.5

            	
              Further
                Assurances

            	
              31

            
	 	 	 
	
              4.6

            	
              Officers’
                Certificate as to Defaults; Notices of Certain Defaults

            	
              31

            
	 	 	 
	
              4.7

            	
              Waiver
                of Covenants

            	
              31

            


    

     

    i


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

    (continued)

    

      
        	
                 

              	
                 

              	
                Page

              
	 	 	 
	
                4.8

              	
                Additional
                  Tax Sums

              	
                32

              
	 	 	 
	
                4.9

              	
                Additional
                  Covenants

              	
                32

              
	 	 	 
	
                4.10

              	
                Calculation
                  of Original Issue Discount

              	
                33

              
	 	 	 
	
                ARTICLE V

              	
                SECURITYHOLDERS’
                  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

              	
                33

              
	 	 	 
	
                5.1

              	
                Company
                  to Furnish Trustee Information as to the Names and Addresses of
                  Securityholders

              	
                33

              
	 	 	 
	
                5.2

              	
                Trustee
                  to Preserve Information as to the Names and Addresses of Securityholders
                  Received by It

              	
                34

              
	 	 	 
	
                5.3

              	
                Annual
                  and Other Reports to be Filed by Company with Trustee

              	
                34

              
	 	 	 
	
                5.4

              	
                Trustee
                  to Transmit Annual Report to Securityholders

              	
                35

              
	 	 	 
	
                ARTICLE VI

              	
                REMEDIES
                  OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

              	
                36

              
	 	 	 
	
                6.1

              	
                Events
                  of Default Defined

              	
                36

              
	 	 	 
	
                6.2

              	
                Covenant
                  of Company to Pay to Trustee Whole Amount Due on Securities on
                  Default in
                  Payment of Interest or Principal

              	
                39

              
	 	 	 
	
                6.3

              	
                Application
                  of Moneys Collected by Trustee

              	
                40

              
	 	 	 
	
                6.4

              	
                Limitation
                  on Suits by Holders of Securities

              	
                41

              
	 	 	 
	
                6.5

              	
                On
                  Default Trustee May Take Appropriate Action; Direct Action

              	
                42

              
	 	 	 
	
                6.6

              	
                Rights
                  of Holders of Majority in Principal Amount of Securities to Direct
                  Trustee
                  and to Waive Default

              	
                43

              
	 	 	 
	
                6.7

              	
                Trustee
                  to Give Notice of Defaults Known to It, but May Withhold in Certain
                  Circumstances

              	
                43

              
	 	 	 
	
                6.8

              	
                Requirement
                  of an Undertaking to Pay Costs in Certain Suits Under the Indenture
                  or
                  Against the Trustee

              	
                44

              
	 	 	 
	
                ARTICLE VII

              	
                CONCERNING
                  THE TRUSTEE

              	
                44

              
	 	 	 
	
                7.1

              	
                Upon
                  Event of Default Occurring and Continuing, Trustee Shall Exercise
                  Powers
                  Vested in It, and Use Same Degree of Care and Skill in Their Exercise,
                  as
                  a Prudent Man Would Use

              	
                44

              
	 	 	 
	
                7.2

              	
                Reliance
                  on Documents, Opinions, Etc.

              	
                45

              
	 	 	 
	
                7.3

              	
                Trustee
                  Not Liable for Recitals in Indenture or in Securities

              	
                47

              
	 	 	 
	
                7.4

              	
                May
                  Hold Securities

              	
                47

              
	 	 	 
	
                7.5

              	
                Moneys
                  Received by Trustee to be Held in Trust without Interest

              	
                47

              
	 	 	 
	
                7.6

              	
                Trustee
                  Entitled to Compensation, Reimbursement and Indemnity

              	
                47

              


      

    

     

     

    ii


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

    (continued)

     

    
      	
               

            	
               

            	
              Page

            
	 	 	 
	
              7.7

            	
              Right
                of Trustee to Rely on Officers’ Certificate where No Other Evidence
                Specifically Prescribed

            	
              48

            
	 	 	 
	
              7.8

            	
              Disqualification;
                Conflicting Interests

            	
              48

            
	 	 	 
	
              7.9

            	
              Requirements
                for Eligibility of Trustee

            	
              48

            
	 	 	 
	
              7.10

            	
              Resignation
                and Removal of Trustee

            	
              48

            
	 	 	 
	
              7.11

            	
              Acceptance
                by Successor Trustee

            	
              50

            
	 	 	 
	
              7.12

            	
              Successor
                to Trustee by Merger, Consolidation or Succession to
                Business

            	
              51

            
	 	 	 
	
              7.13

            	
              Limitations
                on Preferential Collection of Claims by the Trustee

            	
              51

            
	 	 	 
	
              ARTICLE VIII

            	
              CONCERNING
                THE SECURITYHOLDERS

            	
              52

            
	 	 	 
	
              8.1

            	
              Evidence
                of Action by Securityholders

            	
              52

            
	 	 	 
	
              8.2

            	
              Proof
                of Execution of Instruments and of Holding of Securities

            	
              52

            
	 	 	 
	
              8.3

            	
              Who
                may be Deemed Owners of Securities

            	
              52

            
	 	 	 
	
              8.4

            	
              Securities
                Owned by Company or Controlled or Controlling Persons Disregarded
                for
                Certain Purposes

            	
              53

            
	 	 	 
	
              8.5

            	
              Instruments
                Executed by Securityholders Bind Future Holders

            	
              53

            
	 	 	 
	
              ARTICLE IX

            	
              SECURITYHOLDERS’
                MEETINGS

            	
              54

            
	 	 	 
	
              9.1

            	
              Purposes
                for which Meetings may be Called

            	
              54

            
	 	 	 
	
              9.2

            	
              Manner
                of Calling Meetings

            	
              54

            
	 	 	 
	
              9.3

            	
              Call
                of Meeting by Company or Securityholders

            	
              54

            
	 	 	 
	
              9.4

            	
              Who
                May Attend and Vote at Meetings

            	
              55

            
	 	 	 
	
              9.5

            	
              Regulations
                may be made by Trustee

            	
              55

            
	 	 	 
	
              9.6

            	
              Manner
                of Voting at Meetings and Record to be Kept

            	
              56

            
	 	 	 
	
              9.7

            	
              Exercise
                of Rights of Trustee, Securityholders and Holders of Preferred Securities
                Not to be Hindered or Delayed

            	
              56

            
	 	 	 
	
              ARTICLE X

            	
              SUPPLEMENTAL
                INDENTURES

            	
              56

            
	 	 	 
	
              10.1

            	
              Purposes
                for which Supplemental Indentures may be Entered into Without Consent
                of
                Securityholders

            	
              56

            
	 	 	 
	
              10.2

            	
              Modification
                of Indenture with Consent of Holders of a Majority in Principal Amount
                of
                Securities

            	
              58

            
	 	 	 
	
              10.3

            	
              Effect
                of Supplemental Indentures

            	
              60

            
	 	 	 
	
              10.4

            	
              Securities
                May Bear Notation of Changes by Supplemental Indentures

            	
              60

            
	 	 	 
	
              10.5

            	
              Revocation
                and Effect of Consents

            	
              60

            


    

     

    iii


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

    (continued)

     

    
      	
               

            	
               

            	
              Page 

               

            
	 	 	 
	
              10.6

            	
              Conformity
                with Trust Indenture Act

            	
              60

            
	 	 	 
	
              ARTICLE XI

            	
              CONSOLIDATION,
                MERGER, SALE OR CONVEYANCE

            	
              61

            
	 	 	 
	
              11.1

            	
              Company
                May Consolidate, etc., on Certain Terms

            	
              61

            
	 	 	 
	
              11.2

            	
              Successor
                Corporation Substituted

            	
              61

            
	 	 	 
	
              11.3

            	
              Opinion
                of Counsel to Trustee

            	
              62

            
	 	 	 
	
              ARTICLE XII

            	
              SATISFACTION
                AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

            	
              62

            
	 	 	 
	
              12.1

            	
              Satisfaction
                and Discharge of Indenture

            	
              62

            
	 	 	 
	
              12.2

            	
              Application
                by Trustee of Funds Deposited for Payment of Securities

            	
              63

            
	 	 	 
	
              12.3

            	
              Repayment
                of Moneys Held by Paying Agent

            	
              63

            
	 	 	 
	
              12.4

            	
              Repayment
                of Moneys Held by Trustee

            	
              63

            
	 	 	 
	
              12.5

            	
              Defeasance
                and Covenant Defeasance

            	
              63

            
	 	 	 
	
              ARTICLE XIII

            	
              IMMUNITY
                OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
                EMPLOYEES

            	
              67

            
	 	 	 
	
              13.1

            	
              Incorporators,
                Stockholders, Officers, Directors and Employees of Company Exempt
                from
                Individual Liability

            	
              67

            
	 	 	 
	
              ARTICLE XIV

            	
              SUBORDINATION
                OF SECURITIES

            	
              68

            
	 	 	 
	
              14.1

            	
              Agreement
                to Subordinate

            	
              68

            
	 	 	 
	
              14.2

            	
              Obligation
                of the Company Unconditional

            	
              70

            
	 	 	 
	
              14.3

            	
              Limitations
                on Duties to Holders of Priority Indebtedness of the
                Company

            	
              70

            
	 	 	 
	
              14.4

            	
              Notice
                to Trustee of Facts Prohibiting Payment

            	
              70

            
	 	 	 
	
              14.5

            	
              Application
                by Trustee of Moneys Deposited with It

            	
              71

            
	 	 	 
	
              14.6

            	
              Subrogation

            	
              71

            
	 	 	 
	
              14.7

            	
              Subordination
                Rights Not Impaired by Acts or Omissions of Company or Holders of
                Priority
                Indebtedness of the Company

            	
              71

            
	 	 	 
	
              14.8

            	
              Authorization
                of Trustee to Effectuate Subordination of Securities

            	
              72

            
	 	 	 
	
              14.9

            	
              No
                Payment when Priority Indebtedness in Default

            	
              72

            
	 	 	 
	
              14.10

            	
              Right
                of Trustee to Hold Priority Indebtedness of the Company

            	
              72

            
	 	 	 
	
              14.11

            	
              Article
                Fourteen Not to Prevent Defaults

            	
              72

            
	 	 	 
	
              ARTICLE XV

            	
              MISCELLANEOUS
                PROVISIONS

            	
              73

            
	 	 	 
	
              15.1

            	
              Successors
                and Assigns of Company Bound by Indenture

            	
              73

            
	 	 	 
	
              15.2

            	
              Acts
                of Board, Committee or Officer of Successor Corporation
                Valid

            	
              73

            


    

     

    iv


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

    (continued)

     

    
      	 	
               

            	
              Page
                 

            
	 	 	 
	
              15.3

            	
              Required
                Notices or Demands may be Served by Mail

            	
              73

            
	 	 	 
	
              15.4

            	
              Officers’
                Certificate and Opinion of Counsel to be Furnished upon Applications
                or
                Demands by the Company

            	
              73

            
	 	 	 
	
              15.5

            	
              Payments
                Due on Saturdays, Sundays, and Holidays

            	
              73

            
	 	 	 
	
              15.6

            	
              Provisions
                Required by Trust Indenture Act to Control

            	
              74

            
	 	 	 
	
              15.7

            	
              Indenture
                and Securities to be Construed in Accordance with the Laws of the
                State of
                New York

            	
              74

            
	 	 	 
	
              15.8

            	
              Provisions
                of the Indenture and Securities for the Sole Benefit of the Parties
                and
                the Securityholders

            	
              74

            
	 	 	 
	
              15.9

            	
              Indenture
                may be Executed in Counterparts

            	
              74

            
	 	 	 
	
              15.10

            	
              Securities
                in Foreign Currencies

            	
              74

            
	 	 	 
	
              15.11

            	
              Table
                of Contents, Headings, etc.

            	
              74

            


    

     

    


    


    v


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      JUNIOR SUBORDINATED INDENTURE II
      (the
“Indenture”), dated as of the 1st day of June, 2006 between DOMINION RESOURCES,
      INC., a corporation duly organized and existing under the laws of the
      Commonwealth of Virginia (hereinafter sometimes referred to as the “Company”),
      party of the first part, and JPMORGAN CHASE BANK, N.A., a national banking
      association (hereinafter sometimes referred to as the “Trustee”), party of the
      second part. 

     

    WITNESSETH:
      

     

    WHEREAS,
      for its lawful corporate purposes, the Company has duly authorized the issuance
      from time to time of its unsecured junior subordinated notes or other evidences
      of indebtedness (hereinafter referred to as the “Securities”), without limit as
      to principal amount, issuable in one or more series, the amount and terms of
      each such series to be determined as hereinafter provided, including, without
      limitation, Securities issued to evidence loans made to the Company of the
      proceeds from the issuance from time to time by one or more statutory trusts
      (each a “DRI Trust,” and collectively, the “DRI Trusts”) of preferred interests
      in such Trusts, having the rights provided for in such Trusts (the “Preferred
      Securities” which may also be referred to, without limitation, as the “Capital
      Securities”) and common interests in such Trusts, having the rights provided for
      in such Trusts (the “Common Securities,” and collectively with the Preferred
      Securities, the “Trust Securities”); to be authenticated by the Trustee; and, to
      provide the terms and conditions upon which the Securities are to be
      authenticated, issued and delivered, the Company has duly authorized the
      execution of this Indenture; and 

     

    WHEREAS,
      all acts and things necessary to make the Securities when executed by the
      Company and authenticated and delivered by the Trustee as in this Indenture
      provided, the valid, binding and legal obligations of the Company, and to
      constitute these presents a valid indenture and agreement according to its
      terms, have been done and performed and the execution of this Indenture and
      the
      issue hereunder of the Securities have in all respects been duly authorized,
      and
      the Company, in the exercise of the legal rights and power vested in it,
      executes this Indenture and proposes to make, execute, issue and deliver the
      Securities; 

     

    NOW,
      THEREFORE, in order to declare the terms and conditions upon which the
      Securities are authenticated, issued and delivered, and in consideration of
      the
      premises and of the purchase and acceptance of the Securities by the holders
      thereof, the Company covenants and agrees with the Trustee, for the equal and
      proportionate benefit of the respective holders from time to time of the
      Securities or of series thereof, as follows: 

     

    ARTICLE
      I 

    DEFINITIONS
      

     

    1.1 Certain
      Terms Defined.
      For all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires: 

     

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

     

    1


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)
      All
      other terms used herein which are defined in the Trust Indenture Act, whether
      directly or by reference therein, have the meanings assigned to them therein
      (except as otherwise expressly provided); 

     

    (c)
      All
      accounting terms used herein and not expressly defined herein shall have the
      meanings assigned to them in accordance with generally accepted accounting
      principles in the United States of America, and, except as otherwise herein
      expressly provided, the term “generally accepted accounting principles” with
      respect to any computation required or permitted hereunder shall mean such
      accounting principles as are generally accepted in the United States of America
      at the date of such computation; provided, that when two or more principles
      are
      so generally accepted, it shall mean that set of principles consistent with
      those in use by the Company; and 

     

    (d)
      The
      terms “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. 

     

    Additional
      Interest: 

     

    The
      term
“Additional Interest” means the interest, if any, that shall accrue on any
      interest on the Securities of any series the payment of which has not been
      made
      on the applicable interest payment date and which shall accrue at the rate
      per
      annum specified or determined as specified in such Security. 

     

    Additional
      Tax Sums: 

     

    The
      term
“Additional Tax Sums” has the meaning specified in Section 4.8.


     

    Administrative
      Trustee: 

     

    The
      term
“Administrative Trustee” means, in respect of any DRI Trust, each Person
      identified as an “Administrative Trustee” in the related Trust Agreement, solely
      in such Person’s capacity as Administrative Trustee of such DRI Trust under such
      Trust Agreement and not in such Person’s individual capacity, or any successor
      administrative trustee appointed as therein provided. 

     

    Authenticating
      Agent: 

     

    The
      term
“Authenticating Agent” means any Authenticating Agent appointed by the Trustee
      pursuant to Section 2.9. 

    


    


    2


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Authorized
      Newspaper: 

     

    The
      term
“Authorized Newspaper” means a newspaper in an official language of the place of
      publication, customarily published at least once a day for at least five days
      in
      each calendar week 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 an Authorized
      Newspaper, the successive publications may be made in the same or in a different
      newspaper meeting the foregoing requirements and in each case on any day of
      the
      week. If it is impossible or, in the opinion of the Trustee, impracticable
      to
      publish any notice in the manner herein provided, then such publication in
      lieu
      thereof as shall be made with the approval of the Trustee shall constitute
      a
      sufficient publication of such notice. 

     

    Board
      of
      Directors: 

     

    The
      term
“Board of Directors,” when used with reference to the Company, means the Board
      of Directors of the Company or the Executive Committee or any other committee
      of
      or created by the Board of Directors of the Company duly authorized to act
      hereunder. 

     

    Business
      Day: 

     

    The
      term
“Business Day” means any day which is not a Saturday or Sunday or a day on which
      banking institutions in The City of New York are authorized or required by
      law
      or executive order to close or a day on which the principal corporate trust
      office of the Trustee or the Property Trustee is closed for business.


     

    Capital
      Securities: 

     

    The
      term
“Capital Securities” has the meaning specified in the recitals to this
      Indenture. 

     

    Capital
      Stock: 

     

    The
      term
“Capital Stock” means shares of capital stock of any class of any corporation
      whether now or hereafter authorized regardless of whether such capital stock
      shall be limited to a fixed sum or percentage in respect of the rights of the
      holders thereof to participate in dividends and in the distribution of assets
      upon any voluntary or involuntary liquidation, dissolution or winding up.


     

    Commission:
      

     

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

     

    Common
      Securities: 

     

    The
      term
“Common Securities” has the meaning specified in the recitals to this Indenture.


    


    


    3


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Common
      Stock: 

     

    The
      term
“Common Stock” means the common stock, no par value, of the Company.


     

    Company:
      

     

    The
      term
“Company” means Dominion Resources, Inc., a corporation duly organized and
      existing under the laws of the Commonwealth of Virginia and, subject to the
      provisions of Article Eleven, shall also include its successors and assigns.
      

     

    Conversion
      Event: 

     

    The
      term
“Conversion Event” means the cessation of use of (i) a Foreign Currency
      both by the government of the country or the confederation which issued such
      Foreign Currency and for the settlement of transactions by a central bank or
      other public institutions of or within the international banking community,
      (ii) the Euro both within the European Monetary System and for the
      settlement of transactions by public institutions of or within the European
      Union or (iii) any currency unit or composite currency other than the Euro
      for the purposes for which it was established. 

     

    covenant
      defeasance: 

     

    The
      term
“covenant defeasance” has the meaning specified in Section 12.5(c).


     

    Currency:
      

     

    The
      term
“Currency”, with respect to any payment, deposit or other transfer in respect of
      the principal of or any premium or interest on or any Additional Interest with
      respect to any Security, means Dollars or the Foreign Currency, as the case
      may
      be, in which such payment, deposit or other transfer is required to be made
      by
      or pursuant to the terms hereof or such Security and, with respect to any other
      payment, deposit or transfer pursuant to or contemplated by the terms hereof
      or
      such Security, means Dollars. 

     

    defeasance:
      

     

    The
      term
“defeasance” has the meaning specified in Section 12.5(b). 

     

    Depositary:
      

     

    The
      term
“Depositary” means, with respect to the Securities of any series issuable or
      issued in whole or in part in the form of one or more global Securities, the
      person designated as Depositary by the Company pursuant to Section 2.1
      until a successor Depositary shall have become such pursuant to the applicable
      provisions of this Indenture, and thereafter the term “Depositary” shall mean or
      include each person who is then a Depositary hereunder and if at any time there
      is more than one such person, the term “Depositary” as used with respect to the
      Securities of any series shall mean the Depositary with respect to the
      Securities of such series. 

    


    


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    Distributions:
      

     

    The
      term
“Distributions,” with respect to the Trust Securities issued by a DRI Trust,
      means amounts payable in respect of such Trust Securities as provided in the
      related Trust Agreement and referred to therein as “Distributions.”


     

    DRI
      Guarantee: 

     

    The
      term
“DRI Guarantee” means the guarantee by the Company of distributions on the
      Preferred Securities of a DRI Trust to the extent provided in the Guarantee
      Agreement (as defined in the related Trust Agreement). 

     

    DRI
      Trust: 

     

    The
      terms
“DRI Trust” and “DRI Trusts” each have the meaning specified in the recitals to
      this Indenture. 

     

    Dollar:
      

     

    The
      term
“Dollars” or “$” means a dollar or other equivalent unit of legal tender for
      payment of public or private debts in the United States of America.


     

    Euro:
      

     

    The
      term
“Euro” means the currency introduced at the third stage of the European Economic
      Monetary Union, pursuant to the Treaty establishing the European Community,
      as
      amended by the Treaty on European Union. 

     

    European
      Money System: 

     

    The
      term
“European Monetary System” means the European Monetary System established by the
      Resolution of December 5, 1978 of the Council of the European Community.


     

    European
      Union: 

     

    The
      term
“European Union” means the European Community, the European Coal and Steel
      Community and the European Atomic Energy Community. 

     

    Event
      of
      Default: 

     

    The
      term
“Event of Default” with respect to Securities of any series shall mean any event
      specified as such in Section 6.1 and any other event as may be established
      with respect to the Securities of such series as contemplated by
      Section 2.1. 

     

    5


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exchange
      Act: 

     

    The
      term
“Exchange Act” has the meaning specified in Section 2.2. 

     

    Extension
      Period: 

     

    The
      term
“Extension Period” has the meaning specified in Section 2.10. 

     

    Foreign
      Currency: 

     

    The
      term
“Foreign Currency” means any currency, currency unit or composite currency,
      including, without limitation, the Euro, 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. 

     

    Governmental
      Obligation: 

     

    The
      term
“Government Obligations” means securities which are (i) direct obligations
      of the United States of America or the other government or governments in the
      confederation which issued the Foreign Currency in which the principal of or
      any
      premium or interest on the Securities of a series or any Additional Interest
      in
      respect thereof shall be payable, in each case where the payment or payments
      thereunder are supported by the full faith and credit of such government or
      governments 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
      other government or governments, in each case where the timely payment or
      payments thereunder are unconditionally guaranteed as a full faith and credit
      obligation by the United States of America or such other government or
      governments, and which, in the case of (i) or (ii), are not callable or
      redeemable at the option of the issuer or issuers 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 or other amount with respect to 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 or other
      amount with respect to the Government Obligation evidenced by such depository
      receipt. 

     

    Indenture:
      

     

    The
      term
“Indenture” means this instrument as originally executed, or, if amended or
      supplemented as herein provided, then as so amended or supplemented, and shall
      include the form and terms of particular series of Securities established as
      contemplated by Sections 2.1 and 2.2. 

     

    


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    Investment
      Company Event:

     

    The
      term
“Investment Company Event” means in respect of a DRI Trust, the receipt by the
      Company and a DRI Trust of an Investment Company Event Opinion (as defined
      in
      the relevant Trust Agreement) to the effect that, as a result of the occurrence
      of a change in law or regulation or a change in interpretation or application
      of
      law or regulation by any legislative body, court, governmental agency or
      regulatory authority (a “Change in 1940 Act Law”), such DRI Trust is or will be
      considered an investment company that is required to be registered under the
      1940 Act, which Change in 1940 Act Law becomes effective on or after the date
      of
      original issuance of the Preferred Securities of such DRI Trust. 

     

    Maturity:
      

     

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

     

    1940
      Act:


     

    The
      term
“1940 Act” means the Investment Company Act of 1940, as amended. 

     

    Officer:
      

     

    The
      term
“Officer” means the Chairman of the Board, any Vice Chairman of the Board, the
      Chief Executive Officer, the President, any Vice President (whether or not
      designated by a number or word added before or after the title vice president),
      the Treasurer, the Assistant Treasurer - Corporate Finance, the Corporate
      Secretary or the Controller of the Company. 

     

    Officers’
      Certificate: 

     

    The
      term
“Officers’ Certificate” shall mean a certificate signed by two Officers or by
      any Officer and either an Assistant Treasurer or an Assistant Corporate
      Secretary of the Company and delivered to the Trustee. Each such certificate
      shall include the statements provided for in Section 15.4, if and to the
      extent required by the provisions thereof and will comply with Section 314
      of the Trust Indenture Act. 

     

    Opinion
      of Counsel: 

     

    The
      term
“Opinion of Counsel” shall mean a written opinion of counsel, who shall be
      reasonably satisfactory to the Trustee, and who may be an employee of, or
      counsel to, the Company and delivered to the Trustee. Each such opinion shall
      include the statements provided for in Section 15.4, if and to the extent
      required by the provisions thereof and will comply with Section 314 of the
      Trust Indenture Act. 

     

    Original
      Issue Date: 

     

    The
      term
“Original Issue Date” means the first date of issuance of each Security.


     

    7


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Original
      Issue Discount Security: 

     

    The
      term
“Original Issue Discount Security” shall mean any Security which provides for an
      amount less than the principal amount thereof to be due and payable upon
      declaration pursuant to Section 6.1. 

     

    Paying
      Agent: 

     

    The
      term
“Paying Agent” means the Trustee or any Person or Persons authorized by the
      Company to pay the principal or interest on any Securities on behalf of the
      Company. 

     

    Person:
      

     

    The
      term
“Person” or “person” means any individual, corporation, estate, partnership,
      joint venture, association, joint stock company, limited liability company,
      trust, unincorporated association or government or any agency or political
      subdivision thereof, or any other entity of whatever nature. 

     

    Preferred
      Securities: 

     

    The
      term
“Preferred Securities” has the meaning specified in the recitals to this
      Indenture. 

     

    Principal:
      

     

    The
      term
“principal,” whenever used with reference to the Securities or any Security or
      any portion thereof, shall be deemed to include “and premium, if any.”


     

    Priority
      Indebtedness of the Company: 

     

    The
      term
“Priority Indebtedness of the Company” means (i) any current or future
      indebtedness of the Company for borrowed or purchased money, whether or not
      evidenced by bonds, debentures (including, but not limited to the Junior
      Subordinated Debentures issued under the Indenture dated as of December 1,
      1997 between the Company and JPMorgan Chase Bank, N.A. (formerly known as The
      Chase Manhattan Bank), as Trustee), notes or other similar written instruments,
      (ii) obligations of the Company under synthetic leases, finance leases and
      capitalized leases, (iii) obligations of the Company for reimbursement
      under letters of credit, banker’s acceptances, security purchase facilities or
      similar facilities issued for the account of the Company, (iv) any
      indebtedness or other obligations of the Company with respect to derivative
      contracts, including but not limited to commodity contracts, interest rate,
      commodity and currency swap agreements, forward contracts, and other similar
      agreements or arrangements designed to protect against fluctuations in commodity
      prices, currency exchange or interest rates, and (v) any guarantees,
      endorsements, assumptions (other than by endorsement of negotiable instruments
      for collection in the ordinary course of business) or other similar contingent
      obligations in respect of obligations of others of a type described in (i),
      (ii), (iii) or (iv) above, whether or not such obligation is
      classified as a liability on a 

     

    


     

    


     

    8


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    balance
      sheet prepared in accordance with generally accepted accounting principles
      (including, but not limited to, guarantees in favor of the holders of securities
      of statutory trusts holding Junior Subordinated Debentures issued under the
      Indenture dated as of December 1, 1997 between the Company and JPMorgan
      Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee),
      in
      each case listed in (i), (ii), (iii), (iv) and (v) above whether
      outstanding on the date of execution of this Indenture or thereafter incurred,
      other than obligations ranking on a parity with the Securities or ranking junior
      to the Securities; provided, however, that “Priority Indebtedness of the
      Company” does not include (a) trade accounts payable, (b) accrued
      liabilities arising in the ordinary course of business or (c) any
      indebtedness of the Company to any of its Subsidiaries.

     

    Property
      Trustee: 

     

    The
      term
“Property Trustee” means, in respect of any DRI Trust, the commercial bank or
      trust company identified as the “Property Trustee” in the related Trust
      Agreement, solely in its capacity as Property Trustee of such DRI Trust under
      such Trust Agreement and not in its individual capacity, or its successor in
      interest in such capacity, or any successor property trustee appointed as
      therein provided. 

     

    Ranking
      Junior to the Securities: 

     

    The
      term
“ranking junior to the Securities” when used with respect to any obligation of
      the Company means any other obligation of the Company which (a) ranks
      junior to and not equally with or prior to the Securities (or any other
      obligations of the Company ranking on a parity with the Securities) in right
      of
      payment upon the happening of any event of the kind specified in the first
      sentence of the second paragraph of Section 14.1, or (b) is
      specifically designated as ranking junior to the Securities by express provision
      in the instrument creating or evidencing such obligation. 

     

    The
      securing of any obligations of the Company, otherwise ranking junior to the
      Securities, shall be deemed to prevent such obligations from constituting
      obligations ranking junior to the Securities. 

     

    ranking
      on a parity with the Securities: 

     

    The
      term
“ranking on a parity with the Securities” when used with respect to any
      obligation of the Company means (a) any obligation of the Company which
      ranks equally with and not prior to the Securities in right of payment upon
      the
      happening of any event of the kind specified in the first sentence of the second
      paragraph of Section 14.1, (b) any DRI Guarantee of Preferred
      Securities of any DRI Trust or other entity affiliated with the Company that
      is
      a financing entity of the Company and holds Securities issued under this
      Indenture, or (c) any obligation of the Company which is specifically
      designated as ranking on a parity with the Securities by express provision
      in
      the instrument creating or evidencing such obligation. 

    


    


    9


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      securing of any obligations of the Company, otherwise ranking on a parity with
      the Securities, shall not be deemed to prevent such obligations from
      constituting obligations ranking on a parity with the Securities. 

     

    record
      date: 

     

    The
      term
“record date” has the meaning specified in Section 2.3. 

     

    redemption;
      redeem; redeemable; etc.: 

     

    The
      terms
“redemption,” “redeem” and “redeemable” when used with respect to any Security,
      shall include, without limitation, any prepayment or repayment provisions
      applicable to such Security. 

     

    Register:
      

     

    The
      term
“Register” has the meaning specified in Section 2.5. 

     

    Resolution
      of the Company: 

     

    The
      term
“Resolution of the Company” means a resolution of the Company, in the form of a
      resolution of the Board of Directors, in the form of a resolution of a duly
      constituted committee of the Board of Directors, or in the form of a resolution
      of two or more Officers of the Company, authorizing, ratifying, setting forth
      or
      otherwise validating agreements, execution and delivery of documents, the
      issuance, form and terms of Securities, or any other actions or proceedings
      pursuant or with respect to this Indenture. 

     

    Responsible
      Officer: 

     

    The
      term
“Responsible Officer”, when used with respect to the Trustee, means an officer
      of the Trustee in its principal office, 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. 

     

    Rights
      Plan: 

     

    The
      term
“Rights Plan” means a plan of the Company providing for the issuance by the
      Company to all holders of its Common Stock of rights entitling the holders
      thereof to subscribe for or purchase shares of Common Stock or any class or
      series of preferred stock, which rights (i) are deemed to be transferred
      with such shares of Common Stock, (ii) are not exercisable and
      (iii) are also issued in respect of future issuances of Common Stock, in
      each case until the occurrence of a specified event or events. 

    


    


    10


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Security
      or Securities; outstanding: 

     

    The
      term
“Security” or “Securities” means any security or securities of the Company, as
      the case may be, without regard to series, authenticated and delivered under
      this Indenture. 

     

    The
      term
“outstanding,” when used with reference to Securities and subject to the
      provisions of Section 8.4, means as of any particular time, all Securities
      authenticated and delivered by the Trustee under this Indenture, except


     

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

     

    (b)
      Securities, or portions thereof, for the payment or redemption of which moneys
      in the necessary amount shall have been deposited in trust with the Trustee
      or
      with any Paying Agent (other than the Company) or shall have been set aside
      and
      segregated in trust by the Company (if the Company shall act as its own Paying
      Agent), provided that such Securities shall have reached their Stated Maturity
      or, if such Securities are to be redeemed prior to the Stated Maturity thereof,
      notice of such redemption shall have been given as in Article Three provided,
      or
      provision satisfactory to the Trustee shall have been made for giving such
      notice; 

     

    (c)
      Securities in lieu of or in substitution for which other Securities shall have
      been authenticated and delivered or which have been paid pursuant to the terms
      of Section 2.7 unless proof satisfactory to the Trustee is presented that
      any such Securities are held by a bona fide purchaser in whose hands any of
      such
      Securities is a valid, binding and legal obligation of the Company; and


     

    (d)
      Any
      such Security with respect to which the Company has effected defeasance or
      covenant defeasance pursuant to Section 12.5, except to the extent provided
      in Section 12.5. 

     

    In
      determining whether the holders of the requisite principal amount of outstanding
      Securities have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, the principal amount of an Original Issue Discount
      Security that shall be deemed to be outstanding for such purposes shall be
      the
      amount of the principal thereof that would be due and payable as of the date
      of
      such determination upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 6.1. 

     

    Securityholder;
      registered holder: 

     

    The
      terms
“Securityholder,” “holder of Securities,” “registered holder” or other similar
      term, mean any person who shall at the time be the registered holder of any
      Security or Securities on the Register kept for that purpose in accordance
      with
      the provisions of this Indenture. 

     

    Stated
      Maturity: 

     

    The
      term
“Stated Maturity” when used with respect to any Security or any installment of
      principal thereof or interest thereon means the date specified pursuant to
      the
      terms of such Security as the date on which the principal of such Security
      or


     

    


     

    11


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    such
      installment of interest is due and payable in the case of such principal, as
      such date may be shortened or extended as provided pursuant to the terms of
      such
      Security and this Indenture.

     

    Subsidiary:
      

     

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

     

    Tax
      Event: 

     

    The
      term
“Tax Event” means the receipt by the Company and/or a DRI Trust of a Tax Event
      Opinion (as defined in the relevant Trust Agreement, applicable Resolution
      of
      the Company, Officers’ Certificate or supplemental indenture hereto) to the
      effect that, as a result of any amendment to, or change (including any announced
      prospective change) in, the laws (or any regulations thereunder) of the United
      States or any political subdivision or taxing authority thereof or therein,
      or
      as a result of any official administrative written decision or pronouncement
      or
      judicial decision interpreting or applying such laws or regulations, which
      amendment or change is effective or which pronouncement or decision is announced
      on or after the date of issuance of the Securities or Preferred Securities
      of
      such DRI Trust, there is more than an insubstantial risk that (i) the DRI
      Trust is, or will be within 90 days after the date of such Tax Event Opinion,
      subject to United States federal income tax with respect to income received
      or
      accrued on the corresponding series of Securities issued by the Company to
      such
      DRI Trust, (ii) interest payable by the Company on such corresponding
      series of Securities is not, or within 90 days of the date of such Tax Event
      Opinion, will not be, deductible by the Company, in whole or in part, for United
      States federal income tax purposes, or (iii) the DRI Trust is, or will be
      within 90 days after the date of such Tax Event Opinion, subject to more than
      a
      de minimis amount of other taxes, duties or other governmental charges.


     

    Trust
      Agreement: 

     

    The
      term
“Trust Agreement” means the Trust Agreement governing any DRI Trust, whether now
      existing or created in the future, which purchased the Securities of any series
      in each case. 

     

    Trustee;
      Principal Office of the Trustee: 

     

    The
      term
“Trustee” means the Person named as the “Trustee” in the first paragraph of this
      instrument, and, subject to the provisions of Article Seven, shall also include
      its successors. The term “principal office” of the Trustee shall mean the
      principal corporate trust office of the Trustee in The City of New York, State
      of New York, at which the corporate trust business of the Trustee shall, at
      any
      particular time, be principally administered. The present address of the office
      at which the corporate trust business of the Trustee is administered is 4 New
      York Plaza, New York, New York 10004 (Attention: Worldwide Securities Services).
      

     

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    Trust
      Indenture Act:

     

    Except
      as
      herein otherwise expressly provided or unless the context requires otherwise,
      the term “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as
      amended by the Trust Indenture Reform Act of 1990, as in force at the date
      as of
      which this Indenture was originally executed; provided, however, that, in the
      event that the Trust Indenture Act is amended after such date, then “Trust
      Indenture Act” means, to the extent required by any such amendment, the Trust
      Indenture Act of 1939 as so amended. 

     

    Trust
      Securities: 

     

    The
      term
“Trust Securities” has the meaning specified in the recitals to this Indenture.


     

    ARTICLE
      II 

    ISSUE,
      DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER 

    AND
      EXCHANGE OF SECURITIES 

     

    2.1
      Amount, Series and Delivery of Securities.
      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. The terms of each series (which
      terms shall not be inconsistent with the provisions of this Indenture), shall
      either be established in or pursuant to a Resolution of the Company and set
      forth in an Officers’ Certificate, or set forth in one or more indentures
      supplemental hereto, prior to the issuance of Securities of any series and
      shall
      specify: 

     

    (a)
      The
      designation of the Securities of such series (which shall distinguish the
      Securities of the series from all other Securities and which shall include
      the
      word “subordinated” or a word of like meaning); 

     

    (b)
      Any
      limit upon the aggregate principal amount of the Securities of such series
      which
      may be executed, authenticated and delivered under this Indenture; provided,
      however, that nothing contained in this Section or elsewhere in this Indenture
      or in such Securities or in a Resolution of the Company or Officers’ Certificate
      or supplemental indenture is intended to or shall limit execution by the Company
      or authentication and delivery by the Trustee of Securities under the
      circumstances contemplated by Sections 2.5, 2.6, 2.7, 3.2, 3.3 and 10.4;


     

    (c)
      The
      date or dates (if any) on which the principal of the Securities of such series
      is payable; 

     

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    (d)
      The
      rate or rates at which the Securities of such series shall bear interest, if
      any, the rate or rates and extent to which Additional Interest or other
      interest, if any, shall be payable, the date or dates from which such interest
      shall accrue, the dates on which such interest shall be payable, the record
      date
      for the interest payable on any interest payment date and the right of the
      Company to defer or extend an interest payment date; 

     

    (e)
      The
      place or places where Securities of such series may be presented for payment
      and
      for the other purposes provided in Section 4.2; 

     

    (f)
      Any
      price or prices at which, any period or periods within which, and any terms
      and
      conditions upon which Securities of such series may be redeemed or prepaid,
      in
      whole or in part, at the option of the Company; 

     

    (g)
      The
      type or types (if any) of Capital Stock of the Company into which, any period
      or
      periods within which, and any terms and conditions upon which Securities of
      such
      series may be made payable, converted, exchanged in whole or in part, at the
      option of the holder or of the Company; 

     

    (h)
      If
      other than denominations of $1,000 and any whole multiple thereof, the
      denominations in which Securities of such series shall be issuable;


     

    (i)
      If
      other than the principal amount thereof, the portion of the principal amount
      of
      Securities of such series which shall be payable upon declaration of
      acceleration of the Maturity thereof pursuant to Section 6.1; 

     

    (j)
      If
      other than such coin or currency of the United States of America as at the
      time
      of payment is legal tender for payment of public or private debts, the coin
      or
      currency (which may be a composite currency) in which payment of the principal
      of and interest, if any, on the Securities of such series shall be payable;
      

     

    (k)
      If
      the principal of or interest, if any, on the Securities of such series are
      to be
      payable, at the election of the Company or a holder thereof, in a coin or
      currency (including composite currency) other than that in which the Securities
      of such series are stated to be payable, the period or periods within which,
      and
      the terms and conditions upon which, such election may be made; 

     

    (l)
      If
      the amounts of payments of principal of or interest, if any, on the Securities
      of such series may be determined with reference to an index based on a coin
      or
      currency (including composite currency) other than that in which the Securities
      of such series are stated to be payable, or any other index (including commodity
      or equity indices), the manner in which such amounts shall be determined;


     

    (m)
      If
      the Securities of such series are payable at Maturity or upon earlier redemption
      in Capital Stock, the terms and conditions upon which such payment shall be
      made; 

     

    14


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (n)
      The
      person or persons who shall be registrar for the Securities of such series,
      and
      the place or places where the Register of Securities of the series shall be
      kept; 

     

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

     

    (p)
      Whether any Securities of such series are to be issuable in global form with
      or
      without coupons, and, if so, the Depositary for such global Securities and
      whether beneficial owners of interests in any such global Security may exchange
      such interests for definitive Securities of such series and of like tenor of
      any
      authorized form and denomination and the circumstances under which, and the
      place or places where, any such exchanges may occur, if other than in the manner
      provided in Section 2.5; 

     

    (q)
      The
      form of the related Trust Agreement and DRI Guarantee, if applicable;


     

    (r)
      Whether any Securities of such series are subject to any securities law or
      other
      restrictions on transfer; and any other terms of the series (which terms shall
      not be inconsistent with the provisions of this Indenture); 

     

    (s)
      If
      the principal of or interest, if any, on the Securities of such series are
      to be
      payable, at the election of the Company or a holder thereof or otherwise, in
      Capital Stock, with the proceeds of Capital Stock or from any other specific
      source of funds, the period or periods within which, and the terms and
      conditions upon which, such elections and/or payments shall be made;


     

    (t)
      If
      either or both of Section 12.5(b) relating to defeasance or
      Section 12.5(c) relating to covenant defeasance shall not be applicable to
      the Securities of such series, or any covenants relating to the Securities
      of
      such series which shall be subject to covenant defeasance, and any deletions
      from, modifications or additions to, the provisions of Article Twelve in respect
      of the Securities of such series; 

     

    (u)
      If
      the provisions of Section 4.9 prohibiting the declaration or payment of
      dividends or distributions on, or redemptions, purchases, acquisitions or
      liquidation payments with respect to, shares of the Company’s Capital Stock
      shall not be applicable; 

     

    (v)
      if
      the Company is obligated to redeem or purchase any of such Securities pursuant
      to any sinking fund or analogous provision or at the option of any holder
      thereof and, if so, the date or dates on which, the period or periods within
      which, the price or prices at which and the other terms and conditions upon
      which such Securities shall be redeemed or purchased, in whole or in part,
      pursuant to such obligation, and any provisions for the remarketing of such
      Securities so redeemed or purchased; or in any case, the method for determining
      such terms, the persons authorized to determine such terms and the limits,
      if
      any, within which any such determination of such terms is to be made.


     

    15


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    The
      Securities of all series shall be subordinate to Priority Indebtedness of the
      Company as provided in Article Fourteen. The applicable Resolution of the
      Company, Officers’ Certificate or supplemental indenture may provide that
      Securities of any particular series may be issued at various times, with
      different dates on which the principal or any installment of principal is
      payable, with different rates of interest, if any, or different methods by
      which
      interest may be determined, with different dates from which such interest shall
      accrue, with different dates on which such interest may be payable or with
      any
      different terms other than Events of Default but all such Securities of a
      particular series shall for all purposes under this Indenture including, but
      not
      limited to, voting and Events of Default, be treated as Securities of a single
      series. 

     

    Notwithstanding
      Section 2.1(b) and unless otherwise expressly provided with respect to a
      series of Securities, the aggregate principal amount of a series of Securities
      may be increased and additional Securities of such series may be issued up
      to
      the maximum aggregate principal amount authorized with respect to such series
      as
      increased. 

     

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

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication by it, and the Trustee shall thereupon authenticate
      and deliver such Securities to or upon the written order of the Company, signed
      by any two Officers, without any further corporate action by the Company. If
      the
      form or terms of the Securities of the series have been established in or
      pursuant to a Resolution of the Company and set forth in an Officers’
Certificate, or set forth in one or more supplemental indentures hereto, as
      permitted by this Section and Section 2.2, 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 7.1) shall be fully protected in relying upon:


     

    (a)
      an
      Opinion of Counsel to the effect that: 

     

    (i)
      the
      form or forms and terms, or if all Securities of such series are not to be
      issued at one time, the manner of determining the terms of such Securities,
      have
      been established in conformity with the provisions of this Indenture;


     

    (ii)
      all
      conditions precedent provided for in this Indenture to the authentication and
      delivery of such Securities have been complied with and that such Securities
      when completed by appropriate insertions, executed by duly authorized officers
      of the Company, delivered by duly authorized officers of the Company to the
      Trustee for authentication pursuant to this Indenture, and authenticated and
      delivered by the Trustee and issued by the Company in the manner and subject
      to
      any conditions specified in such Opinion of Counsel, will constitute valid
      and
      binding obligations of the Company, enforceable against the Company in
      accordance with their terms, except as enforcement thereof may be subject to
      or
      limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
      fraudulent conveyance, fraudulent transfer or other similar laws relating to
      or
      affecting creditors’ rights generally, and subject to general principles of
      equity (regardless of whether enforcement is sought in a proceeding in equity
      or
      at law); and 

     

    


     

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    (iii)
      if
      the Securities of such series have been registered under the Securities Act,
      that this Indenture has been qualified under the Trust Indenture Act;


     

    and
      

     

    (b)
      an
      Officers’ Certificate stating that, to the best knowledge of the Persons
      executing such certificate, no event which is, or after notice or lapse of
      time
      would become, an Event of Default with respect to any of the Securities shall
      have occurred and be continuing. 

     

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

     

    If
      all
      the Securities of any series are not to be issued at one time, it shall not
      be
      necessary to deliver either an Opinion of Counsel or an Officers’ Certificate at
      the time of issuance of each Security, provided that such Opinion of Counsel
      and
      Officers’ Certificate, with appropriate modifications, are instead delivered at
      or prior to the time of issuance of the first Security of such series.


     

    Each
      Security shall be dated the date of its authentication. 

     

    2.2
      Form of Securities and Trustee’s Certificate.
      The
      Securities of each series shall be substantially of the tenor and terms as
      shall
      be authorized in or pursuant to a Resolution of the Company and set forth in
      an
      Officers’ Certificate, or set forth in an indenture or indentures supplemental
      hereto in each case with such appropriate insertions, omissions, substitutions
      and other variations as are required or permitted by this Indenture, and may
      have such letters, numbers or other marks of identification or designation
      and
      such legends or endorsements 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 or automated
      quotation system on 

     

    


     

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    which
      the
      Securities may be listed, or to conform to usage. If the form of Securities
      of
      any series is authorized by action taken pursuant to a Resolution of the
      Company, a copy of an appropriate record of such action shall be certified
      by
      the Corporate Secretary or an Assistant Corporate Secretary of the Company
      and
      delivered to the Trustee at or prior to the delivery of the Officers’
Certificate contemplated by Section 2.1 setting forth the terms of the
      series.

     

    The
      Securities may be printed, lithographed or fully or partly engraved.


     

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

     

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

     

    
      	 	 
	
               

              JPMORGAN
                CHASE BANK, N.A., as Trustee

               

            
	 	 
	
              By:

            	 
	
               

            	
              Authorized
                Officer”

            


    

     

    If
      Securities of a series are issuable in global form, as specified pursuant to
      Section 2.1, then, notwithstanding clause (h) of Section 2.1 and
      the provisions of Section 2.3, such Security shall represent such amount 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 reduced to reflect exchanges or transfers (in any event,
      not to exceed the aggregate principal amount authorized from time to time
      pursuant to Section 2.1). 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 instructions given by such person or persons as shall be specified in
      such
      Security or by the Company. Subject to the provisions of Section 2.4 and,
      if applicable, Section 2.6, the Trustee shall deliver and redeliver any
      Security in global form in the manner and upon written instructions given by
      the
      person or persons specified in such Security or by the Company. Any instructions
      by the Company with respect to endorsement or delivery or redelivery of a
      Security in global form after the original issuance of the Securities of such
      series shall be in writing, and shall not be objected to in writing by the
      Depositary, but need not comply with Section 15.4 and need not be
      accompanied by an Opinion of Counsel. 

     

    Unless
      otherwise specified pursuant to Section 2.1, payment of principal of and
      any premium and any interest on any Security in global form shall be made to
      the
      person or persons specified therein. 

    


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    The
      owners of beneficial interests in any global Security shall have no rights
      under
      this Indenture with respect to any global Security held on their behalf by
      a
      Depositary, and such Depositary may be treated by the Company, the Trustee,
      and
      any agent of the Company or the Trustee as the sole holder and owner of such
      global Security for all purposes whatsoever. Notwithstanding the foregoing,
      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 a Depositary, or impair, as between a
      Depositary and its participants in any global Security, the operation of
      customary practices governing the exercise of the rights of a holder of a
      Security of any series, including, without limitation, the granting of proxies
      or other authorization of participants to give or take any request, demand,
      authorization, direction, notice, consent, waiver or other action that a holder
      is entitled to give or take under this Indenture. 

     

    Neither
      the Company, the Trustee nor any Authenticating Agent 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 global Security
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests. 

     

    Each
      Depositary designated pursuant to Section 2.1 for a global Security must,
      at the time of its designation and at all times while it serves as Depositary,
      be a clearing agency registered under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”), and any other applicable statute or regulation.


     

    2.3 Denominations
      of and Payment of Interest on Securities.
      The
      Securities of each series shall be issuable as fully registered Securities
      without coupons in such denominations as shall be specified as contemplated
      by
      Section 2.1 (except as provided in Section 2.2 and Section 2.6).
      In the absence of any such provisions with respect to the Securities of any
      series, the Securities of such series shall be issuable in denominations of
      $1,000 and integral multiples of $1,000 in excess thereof. 

     

    If
      the
      Securities of any series shall bear interest, each Security of such series
      shall
      bear interest from the applicable date at the rate or rates per annum, and
      such
      interest shall be payable on the dates, specified on, or determined in the
      manner provided in, the Security. The person in whose name any Security is
      registered at the close of business on any record date (as defined below) for
      the Security with respect to any interest payment date for such Security shall
      be entitled to receive the interest payable thereon on such interest payment
      date notwithstanding the cancellation of such Security upon any registration
      of
      transfer, exchange or conversion thereof subsequent to such record date and
      prior to such interest payment date, unless such Security shall have been called
      for redemption on a date fixed for redemption subsequent to such record date
      and
      prior to such interest payment date or unless the Company shall default in
      the
      payment of interest due on such interest payment date on such Security, in
      which
      case such defaulted interest shall be paid to the person in whose name such
      Security (or any Security or Securities issued upon registration of transfer
      or
      exchange thereof) is registered at the close of business on the record date
      for
      the payment of such defaulted interest, or except as otherwise specified as
      contemplated by Section 2.1. The term “record date” as used in this Section
      with respect to any regular interest payment date for any Security shall mean
      such day or days as shall be specified as contemplated by Section 2.1;
      provided, however, that in the absence of any such provisions with respect
      to
      any Security, such term shall mean: (1) if such interest payment date is
      the first day of a calendar month, the fifteenth day of the calendar month
      next
      preceding such interest payment date; or (2) if such interest 

     

    


     

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    payment
      date is the fifteenth day of a calendar month, the first day of such calendar
      month; provided, further, that (except as otherwise specified as contemplated
      by
      Section 2.1) if the day which would be the record date as provided herein
      is not a Business Day, then it shall mean the Business Day next preceding such
      day. Such term, as used in this Section, with respect to the payment of any
      defaulted interest on any Security shall mean (except as otherwise specified
      as
      contemplated by Section 2.1) the fifth day next preceding the date fixed by
      the Company for the payment of defaulted interest, established by notice given
      by first class mail by or on behalf of the Company to the holder of such
      Security not less than 10 days preceding such record date, or, if such fifth
      day
      is not a Business Day, the Business Day next preceding such fifth day.


     

    2.4 Execution
      of Securities.
      The
      Securities shall be signed on behalf of the Company, manually or in facsimile,
      by any Officer or one of its Assistant Corporate Secretaries. Only such
      Securities as shall bear thereon a certificate of authentication substantially
      in the form recited herein, executed by or on behalf of the Trustee manually
      by
      an authorized officer, shall be entitled to the benefits of this Indenture
      or be
      valid or obligatory for any purpose. Such certificate of authentication by
      the
      Trustee upon any Security executed by the Company shall be conclusive evidence
      that the Security so authenticated has been duly authenticated and delivered
      hereunder and that the holder is entitled to the benefits of this Indenture.
      Typographical or other errors or defects in the facsimile signature on any
      Security or in the text thereof shall not affect the validity or enforceability
      of such Security if it has been duly authenticated and delivered by the Trustee.
      

     

    In
      case
      any officer of the Company who shall have signed any of the Securities, manually
      or in facsimile, shall cease to be such officer before the Securities so signed
      shall have been authenticated and delivered by the Trustee, or disposed of
      by
      the Company, such Securities nevertheless may be authenticated and delivered
      or
      disposed of as though the person who signed such Securities had not ceased
      to be
      such officer of the Company; and any Security may be signed on behalf of the
      Company, manually or in facsimile, by such persons as, at the actual date of
      the
      execution of such Security, shall be the proper officers of the Company,
      although at the date of the execution of this Indenture any such person was
      not
      such officer. 

     

    2.5 Registration,
      Transfer and Exchange of Securities.
      Securities of any series (other than a global Security, except as set forth
      below) may be exchanged for a like aggregate principal amount of Securities
      of
      the same series of the same tenor and terms of other authorized denominations.
      Securities to be exchanged shall be surrendered at the offices or agencies
      to be
      maintained by the Company in accordance with the provisions of Section 4.2
      and the Company shall execute and the Trustee shall authenticate and deliver,
      or
      cause to be authenticated and delivered, in exchange therefor the Security
      or
      Securities which the Securityholder making the exchange shall be entitled to
      receive. 

     

    


     

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    The
      Company shall keep, at one of the offices or agencies to be maintained by the
      Company in accordance with the provisions of Section 4.2 with respect to
      the Securities of each series, a Register (the “Register”) in which, subject to
      such reasonable regulations as it may prescribe, the Company shall register
      the
      Securities of such series and the transfer of Securities of such series as
      in
      this Article provided. Such Register shall be in written form or in any other
      form capable of being converted into written form within a reasonable time.
      At
      all reasonable times the Register shall be open for inspection by the Trustee
      and any registrar of the Securities of such series other than the Trustee.
      Upon
      due presentment for registration of transfer of any Security of any series
      at
      the offices or agencies of the Company to be maintained by the Company in
      accordance with Section 4.2 with respect to the Securities of such series,
      the Company shall execute and register and the Trustee shall authenticate and
      deliver in the name of the transferee or transferees a new Security or
      Securities of the same series of like tenor and terms for a like aggregate
      principal amount of authorized denominations. 

     

    Every
      Security issued upon registration of transfer or exchange of Securities pursuant
      to this Section shall be the valid obligation of the Company, evidencing the
      same debt, and entitled to the same benefits under this Indenture, as the
      Security or Securities surrendered upon registration of such transfer or
      exchange. 

     

    All
      Securities of any series presented or surrendered for exchange, registration
      of
      transfer, redemption, conversion or payment shall, if so required by the Company
      or any registrar of the Securities of such series, be accompanied by a written
      instrument or instruments of transfer, in form satisfactory to the Company
      and
      such registrar, duly executed by the registered holder or by his attorney duly
      authorized in writing. 

     

    No
      service charge shall be made for any exchange or registration of transfer of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto.


     

    The
      Company shall not be required to exchange or register the transfer of
      (a) any Securities of any series during a period beginning at the opening
      of business fifteen days before the day of the mailing of a notice of redemption
      of outstanding Securities of such series and ending at the close of business
      on
      the relevant redemption date, or (b) any Securities or portions thereof
      called or selected for redemption, except, in the case of Securities called
      for
      redemption in part, the portion thereof not so called for redemption.


     

    Notwithstanding
      any other provision of this Section, unless and until it is exchanged in whole
      or in part for Securities in definitive form, a global Security representing
      all
      or a portion of the Securities of a series may not be transferred, except as
      a
      whole by the Depositary for such series to a nominee of such Depositary or
      by a
      nominee of such Depositary to such Depositary or another nominee of such
      Depositary or by such Depositary or any such nominee to a successor Depositary
      for such series or a nominee of such successor Depositary. 

    


    21


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Notwithstanding
      the foregoing, except as otherwise specified pursuant to Section 2.1, any
      global Security shall be exchangeable pursuant to this Section only as provided
      in this paragraph. If at any time the Depositary for the Securities of a series
      notifies the Company that it is unwilling or unable to continue as Depositary
      for the Securities of such series, or if at any time the Depositary for the
      Securities of such series shall cease to be a “clearing agency” registered under
      the Exchange Act, the Company shall appoint a successor Depositary with respect
      to the Securities of such series. If (a) a successor Depositary for the
      Securities of such series is not appointed by the Company within 90 days after
      the Company receives such notice or becomes aware of such ineligibility (thereby
      automatically making the Company’s election pursuant to Section 2.1 no
      longer effective with respect to the Securities of such series), (b) the
      beneficial owners of interests in a global Security are entitled to exchange
      such interests for definitive Securities of such series and of the same tenor
      and terms, as specified pursuant to Section 2.1, (c) there shall have
      occurred and be continuing an Event of Default with respect to the Securities
      of
      such series, or (d) the Company in its sole discretion and subject to the
      procedures of the Depositary determines that the Securities of any series issued
      in the form of one or more global Securities shall no longer be represented
      by
      such global Security or Securities, then without unnecessary delay, but, if
      appropriate, in any event not later than the earliest date on which such
      interest may be so exchanged, the Company shall deliver to the Trustee
      definitive Securities in aggregate principal amount equal to the principal
      amount of such global Security, executed by the Company and authenticated by
      the
      Trustee. On or after the earliest date on which such interests are or may be
      so
      exchanged, such global Security shall be surrendered by the Depositary 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 upon payment by the
      beneficial owners of such interest, at the option of the Company, of a service
      charge for such exchange and of a proportionate share of the cost of printing
      such definitive Securities, and the Trustee shall authenticate and deliver,
      (a) to each person specified by the Depositary in exchange for each portion
      of such global Security, an equal aggregate principal amount of definitive
      Securities of the same series of authorized denominations and of the same tenor
      and terms as the portion of such global Security to be exchanged, and
      (b) to such Depositary a global Security in a denomination equal to the
      difference, if any, between the principal amount of the surrendered global
      security and the aggregate principal amount of definitive Securities delivered
      to holders thereof; provided, however, that no such exchanges may occur during
      a
      period beginning at the opening of business 15 days before any selection of
      Securities of that series to be redeemed and ending on the relevant redemption
      date. If a Security is issued in exchange for any portion of a global Security
      after the close of business at the office or agency where such exchange occurs
      on (i) any record date and before the opening of business at such office or
      agency on the relevant interest payment date, or (ii) any record date for
      the payment of defaulted interest and before the opening of business at such
      office or agency on the related proposed date for payment of defaulted interest,
      then interest or default interest, as the case may be, will not be payable
      on
      such interest payment date or proposed date for payment of defaulted interest,
      as the case may be, in respect of such Security, but will be payable on such
      interest payment date or proposed date for payment of defaulted interest, as
      the
      case may be, only to the person to whom interest in respect of such portion of
      such global Security is payable in accordance with the provisions of this
      Indenture and such global Security. 

    


    


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    2.6 Temporary
      Securities.
      Pending
      the preparation of definitive Securities of any series, the Company may execute
      and the Trustee shall, upon the written order of the Company, authenticate
      and
      deliver temporary Securities of such series (printed or lithographed) of any
      denomination and substantially in the form of the definitive Securities of
      such
      series, but with or without a recital of specific redemption prices or
      conversion provisions and with such omissions, insertions and variations as
      may
      be appropriate for temporary Securities, all as may be determined by the
      Company. Temporary Securities may contain such reference to any provisions
      of
      this Indenture as may be appropriate. Every such temporary Security shall be
      authenticated by the Trustee upon the same conditions and in substantially
      the
      same manner, and with the same effect, as the definitive Securities. Without
      unreasonable delay the Company will execute and deliver to the Trustee
      definitive Securities of such series and thereupon any or all temporary
      Securities of such series may be surrendered in exchange therefor, at the
      offices or agencies to be maintained by the Company as provided in
      Section 4.2 with respect to the Securities of such series, and the Trustee
      shall, upon the written order of the Company, authenticate and deliver in
      exchange for such temporary Securities an equal aggregate principal amount
      of
      definitive Securities of such series. 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 authenticated
      and
      delivered hereunder. 

     

    2.7 Mutilated,
      Destroyed, Lost or Stolen Securities.
      In case
      any temporary or definitive Security shall become mutilated or be destroyed,
      lost or stolen, the Company, in the case of any mutilated Security shall, and
      in
      the case of any destroyed, lost or stolen Security in its discretion may,
      execute, and upon its request the Trustee shall authenticate and deliver, or
      cause to be authenticated and delivered, a new Security of the same series
      of
      like tenor and terms in exchange and substitution for the mutilated Security,
      or
      in lieu of and in substitution for the Security so destroyed, lost or stolen.
      In
      case any such Security shall have matured or shall be about to mature, instead
      of issuing a substituted Security, the Company may pay or authorize payment
      of
      the same (without surrender thereof, except in the case of a mutilated
      Security). In every case the applicant for a substituted Security or for such
      payment shall furnish to the Company and the Trustee such security or indemnity
      as may be required by them to save each of them harmless, and, in every case
      of
      destruction, loss or theft, the applicant shall also furnish to the Company
      and
      to the Trustee evidence to their satisfaction of the destruction, loss or theft
      of such Security and of the ownership thereof. The Trustee may authenticate
      any
      such substituted Security and deliver the same, or the Trustee or any Paying
      Agent of the Company may make any such payment, upon the written request or
      authorization of any officer of the Company. Upon the issue of any substituted
      Security, the Company may require the payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses connected therewith (including the fees and expenses
      of the Trustee). 

     

    To
      the
      extent permitted by mandatory provisions of law, every substituted Security
      issued pursuant to the provisions of this Section in substitution for any
      destroyed, lost or stolen Security shall constitute an additional contractual
      obligation of the Company, whether or not the destroyed, lost or stolen Security
      shall be found at any time, and shall be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Securities of
      the
      same series duly issued hereunder. 

     

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    To
      the
      full extent legally enforceable, all Securities shall be held and owned upon
      the
      express condition that the foregoing provisions are exclusive with respect
      to
      the replacement or payment of mutilated, destroyed, lost or stolen Securities
      and shall preclude any and all other rights or remedies notwithstanding any
      law
      or statute now existing or hereafter enacted to the contrary with respect to
      the
      replacement or payment of negotiable instruments or other securities without
      their surrender. 

     

    2.8 Cancellation
      and Disposition of Surrendered Securities.
      All
      Securities surrendered for the purpose of payment, redemption, exchange,
      substitution or registration of transfer, shall, if surrendered to the Company
      or any agent of the Company or of the Trustee, be delivered to the Trustee,
      and
      the same, together with Securities surrendered to the Trustee for cancellation,
      shall be canceled by it, and no Securities shall be issued in lieu thereof
      except as expressly permitted by any of the provisions of this Indenture. The
      Trustee shall dispose of canceled Securities in accordance with its customary
      procedures and deliver a certificate of disposition thereof to the Company
      unless by an Officers’ Certificate, the Company shall direct that canceled
      Securities be returned to it. If the Company shall purchase or otherwise acquire
      any of the Securities, however, such purchase or acquisition shall not operate
      as a payment, redemption or satisfaction of the indebtedness represented by
      such
      Securities unless and until the Company, at its option, shall deliver or
      surrender the same to the Trustee for cancellation. 

     

    2.9 Authenticating
      Agents.
      The
      Trustee may from time to time appoint one or more Authenticating Agents with
      respect to one or more series of Securities, which shall be authorized to act
      on
      behalf of the Trustee and subject to its direction in authenticating and
      delivering Securities of such series pursuant hereto in connection with
      exchanges, registrations of transfer, redemptions or conversions, as fully
      to
      all intents and purposes as though any such Authenticating Agent had been
      expressly authorized to authenticate and deliver Securities of such series,
      and
      Securities so authenticated shall be entitled to the benefits of this Indenture
      and shall be valid and obligatory for all purposes as though authenticated
      by
      the Trustee. Wherever reference is made in this Indenture to the authentication
      or delivery of Securities by the Trustee or the Trustee’s certificate of
      authentication, such reference shall be deemed to include authentication or
      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 at all times be a corporation (including a
      banking association) organized and doing business under the laws of the United
      States or any State or territory thereof or of the District of Columbia, having
      a combined capital and surplus of at least five million dollars ($5,000,000)
      authorized under such laws to exercise corporate trust powers and subject to
      supervision or examination by federal, state, territorial, or District of
      Columbia authorities. If such corporation publishes reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this Section,
      the
      combined capital and surplus of such corporation shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this Section, it shall resign immediately
      in the manner and with the effect herein specified in this Section.


     

    


     

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    Any
      corporation succeeding to the corporate agency business of an Authenticating
      Agent shall continue to be an Authenticating Agent, if such successor
      corporation is otherwise eligible under this Section, without the execution
      or
      filing of any paper or any further act on the part of the Trustee or the
      Authenticating Agent or such successor corporation. 

     

    Any
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Company. The Trustee 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
      an
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section, the Trustee may appoint a successor Authenticating
      Agent. 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 for its services under this Section. 

     

    Any
      Authenticating Agent by the acceptance of its appointment shall be deemed to
      have agreed with the Trustee that: it will perform and carry out the duties
      of
      an Authenticating Agent as herein set forth, including among other things the
      duties to authenticate and deliver Securities of any series for which it has
      been appointed an Authenticating Agent when presented to it in connection with
      exchanges, registrations of transfer or any redemptions or conversions thereof;
      it will furnish from time to time as requested by the Trustee appropriate
      records of all transactions carried out by it as Authenticating Agent and will
      furnish the Trustee such other information and reports as the Trustee may
      reasonably require; it is eligible for appointment as Authenticating Agent
      under
      this Section and will notify the Trustee promptly if it shall cease to be so
      qualified; and it will indemnify the Trustee against any loss, liability or
      expense incurred by the Trustee and will defend any claim asserted against
      the
      Trustee by reason of any acts or failures to act of the Authenticating Agent
      but
      it shall have no liability for any action taken by it at the specific written
      direction of the Trustee. 

     

    2.10 Deferrals
      of Interest Payment Dates. If
      specified as contemplated by Section 2.1 or Section 2.2 with respect
      to the Securities of a particular series, so long as no Event of Default has
      occurred and is continuing, the Company shall have the right, at any time during
      the term of such series, from time to time to defer the payment of interest
      on
      such Securities for such period or periods as may be specified as contemplated
      by Section 2.1 (each, an “Extension Period”) during which Extension Periods
      the Company shall have the right to make partial payments of interest on any
      interest payment date. No Extension Period shall end on a date other than an
      interest payment date or extend beyond the Stated Maturity. Except as otherwise
      contemplated in Section 2.1 or Section 2.2, at the end of any such
      Extension Period the Company shall pay all interest then accrued and unpaid
      on
      the Securities (together with Additional Interest or other interest thereon,
      if
      any, at the rate specified for the Securities of such series to the extent
      permitted by applicable law). 

     

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    2.11 Right
      of Set-Off.
      With
      respect to the Securities of a series issued to a DRI Trust, notwithstanding
      anything to the contrary in this Indenture (but subject to the last paragraph
      of
      Section 6.5), the Company shall have the right to set off any payment it is
      otherwise required to make thereunder in respect of any such Security to the
      extent the Company has theretofore made, or is concurrently on the date of
      such
      payment making, such payment under the DRI Guarantee relating to such Security
      or under Section 6.5 of this Indenture. 

     

    2.12 Shortening
      or Extension of Stated Maturity. If
      specified as contemplated by Section 2.1 or Section 2.2 with respect
      to the Securities of a particular series, the Company shall have the right
      to
      (i) shorten the Stated Maturity of the principal of the Securities of such
      series at any time to any date not earlier than the first date on which the
      Company has the right, if any, to redeem the Securities of such series, and
      (ii) extend the Stated Maturity of the principal of the Securities of such
      series at any time at its election for one or more periods, but in no event
      to a
      date later than the 49th anniversary of the first interest payment date
      following the Original Issue Date of the Securities of such series; provided
      that, if the Company elects to exercise its right to extend the Stated Maturity
      of the principal of the Securities of such series pursuant to this clause (ii),
      at the time such election is made and at the time of extension (A) the
      Company is not in bankruptcy, otherwise insolvent or in liquidation,
      (B) the Company is not in default in the payment of any interest or
      principal on such Securities, (C) in the case of any series of Securities
      issued to a DRI Trust, such DRI Trust is not in arrears on payments of
      Distributions on the Preferred Securities issued by such DRI Trust and no
      deferred Distributions are accumulated, and (D) such Securities are rated
      not less than BBB- by Standard & Poor’s Ratings Services or Baa3 by
      Moody’s Investors Service, Inc. or the equivalent by any other nationally
      recognized statistical rating organization. In the event the Company elects
      to
      shorten or extend the Stated Maturity of the Securities of a particular series,
      it shall give notice to the Trustee (not less than 45 days prior to the
      effectiveness thereof), and the Trustee shall give notice of such shortening
      or
      extension to the holders not less than 30 nor more than 60 days prior to the
      effectiveness thereof. 

     

    2.13 Agreed
      Tax Treatment. Each
      Security issued hereunder shall provide that the Company and, by its acceptance
      of a Security or a beneficial interest therein, the holder of, and any Person
      that acquires a beneficial interest in, such Security agree that for United
      States federal, state and local tax purposes it is intended that such Security
      constitute indebtedness. 

     

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

     

    


     

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    ARTICLE
      III

    REDEMPTION
      OF SECURITIES 

     

    3.1 Applicability
      of Article.
      Securities of any series which are redeemable prior to Stated Maturity shall
      be
      redeemable in accordance with their terms and (except as otherwise specified
      as
      contemplated by Section 2.1 for Securities of any series) in accordance
      with this Article. 

     

    3.2 Mailing
      of Notice of Redemption.
      In case
      the Company shall desire to exercise any right to redeem all or, as the case
      may
      be, any part of the Securities of any series pursuant to this Indenture, it
      shall give notice of such redemption to holders of the Securities to be redeemed
      as hereinafter in this Section provided. 

     

    The
      Company covenants that it will pay to the Trustee or one or more Paying Agents,
      by 11:00 a.m., New York City time, on the date of such redemption, a sum in
      cash
      sufficient to redeem on the redemption date all the Securities so called for
      redemption at the applicable redemption price, together with any accrued
      interest on the Securities to be redeemed to but excluding the date fixed for
      redemption. 

     

    Notice
      of
      redemption shall be given to the holders of Securities to be redeemed as a
      whole
      or in part by mailing by first class mail, postage prepaid, a notice of such
      redemption not less than 20 nor more than 60 days prior to the date fixed for
      redemption to their last addresses as they shall appear upon the Register,
      but
      failure to give such notice by mailing in the manner herein provided to the
      holder of any Security designated for redemption as a whole or in part, or
      any
      defect therein, shall not affect the validity of the proceedings for the
      redemption of any other Security. 

     

    Any
      notice which is mailed in the manner herein provided shall be conclusively
      presumed to have been duly given, whether or not the holder receives the notice.
      

     

    Each
      such
      notice of redemption shall identify the Securities to be redeemed (including
      CUSIP numbers) and specify the date fixed for redemption and the redemption
      price at which Securities are to be redeemed (or if the redemption price cannot
      be calculated prior to the time the notice is required to be given, the manner
      of calculation thereof), and shall state that payment of the redemption price
      of
      the Securities or portions thereof to be redeemed will be made at any of the
      offices or agencies to be maintained by the Company in accordance with the
      provisions of Section 4.2 with respect to the Securities to be redeemed,
      upon presentation and surrender of such Securities or portions thereof, and
      that, if applicable, interest accrued to the date fixed for redemption will
      be
      paid as specified in said notice and on and after said date interest thereon
      will cease to accrue and shall also specify, if applicable, the conversion
      price
      and the date on which the right to convert the Securities will expire and that
      holders must comply with the terms of the Securities in order to convert their
      Securities. If less than all the Securities of any series are to be redeemed,
      the notice of redemption to each holder shall specify such holder’s Securities
      of such series to be redeemed as a whole or in part. In case any Security is
      to
      be redeemed in part only, the notice which relates 

     

    


     

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    to
      such
      Security shall state the portion of the principal amount thereof to be redeemed
      (which shall be equal to an authorized denomination for Securities of such
      series), and shall state that on and after the redemption date, upon surrender
      of such Security, the holder will receive the redemption price in respect to
      the
      principal amount thereof called for redemption and, without charge, a new
      Security or Securities of the same series of authorized denominations for the
      principal amount thereof remaining unredeemed. 

     

    In
      the
      case of any redemption at the election of the Company, the Company shall, at
      least 45 days prior to the date fixed for redemption (unless a shorter notice
      shall be satisfactory to the Trustee), notify the Trustee of such redemption
      date, the basis for such redemption and of the principal amount of Securities
      of
      the applicable series to be redeemed. In the case of any redemption of
      Securities prior to the expiration of any restriction on such redemption
      provided in the terms of such Securities or that is subject to compliance with
      conditions provided in the terms of such Securities, the Company shall furnish
      the Trustee with an Officers’ Certificate evidencing compliance with such
      restriction or conditions. If less than all the Securities of such series are
      to
      be redeemed, thereupon the Trustee shall select, by lot, or in any manner it
      shall deem fair, the Securities of such series to be redeemed as a whole or
      in
      part and shall thereafter promptly notify the Company in writing of the
      particular Securities of such series or portions thereof to be redeemed. If
      the
      Securities of any series to be redeemed consist of Securities having different
      dates on which the principal or any installment of principal is payable or
      different rates of interest, if any, or different methods by which interest
      may
      be determined or have any other different tenor or terms, then the Company
      may,
      by written notice to the Trustee, direct that Securities of such series to
      be
      redeemed shall be selected from among groups of such Securities having specified
      tenor or terms and the Trustee shall thereafter select the particular Securities
      to be redeemed in the manner set forth in the preceding sentence from among
      the
      group of such Securities so specified. 

     

    3.3 When
      Securities Called for Redemption Become Due and Payable.
      If the
      giving of notice of redemption shall have been completed as above provided,
      the
      Securities or portions of Securities specified in such notice shall become
      due
      and payable on the date and at the place or places stated in such notice at
      the
      applicable redemption price, together, if applicable, with any interest accrued
      (including any Additional Interest or other interest) to but excluding the
      date
      fixed for redemption, and on and after such date fixed for redemption (unless
      the Company shall default in the payment of such Securities at the applicable
      redemption price, together with any interest accrued to the date fixed for
      redemption) any interest on the Securities or portions of Securities so called
      for redemption shall cease to accrue, and, except as provided in Sections 7.5
      and 12.4, such Securities shall cease from and after the date fixed for
      redemption to be entitled to any benefit or security under this 

     

    


     

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    Indenture,
      and the holders thereof shall have no right in respect of such Securities except
      the right to receive the redemption price thereof and any unpaid interest
      accrued to but excluding the date fixed for redemption. On presentation and
      surrender of such Securities at said place of payment in said notice specified,
      such Securities or portions thereof shall be paid and redeemed by the Company
      at
      the applicable redemption price, together with any interest accrued to but
      excluding the date fixed for redemption; provided, however, that, except as
      otherwise specified as contemplated by Section 2.1, any regular payment of
      interest becoming due on the date fixed for redemption shall be payable to
      the
      holders of the Securities registered as such on the relevant record date as
      provided in Article Two hereof. Upon surrender of any Security which is redeemed
      in part only, the Company shall execute and the Trustee shall authenticate
      and
      deliver at the expense of the Company a new Security of the same series of
      like
      tenor and terms of authorized denomination in principal amount equal to the
      unredeemed portion of the Security so surrendered; except that if a global
      Security is so surrendered, the Company shall execute, and the Trustee shall
      authenticate and deliver to the Depositary for such global Security, without
      service charge, a global Security in a denomination equal to and in exchange
      for
      the unredeemed portion of the principal of the global Security so surrendered.
      

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal shall, until paid, bear interest from the date fixed
      for redemption at the rate borne by or prescribed therefor in the Security,
      or,
      in the case of a Security which does not bear interest, at the rate of interest
      set forth therefor in the Security to the extent permitted by law. 

     

    ARTICLE
      IV 

    PARTICULAR
      COVENANTS OF THE COMPANY 

     

    The
      Company covenants as follows: 

     

    4.1 Payment
      of Principal of and Interest on Securities.
      The
      Company will duly and punctually pay or cause to be paid the principal of and
      interest (including any Additional Interest and/or Additional Tax Sums due
      thereon), if any, on each of the Securities at the time and places and in the
      manner provided herein and in the Securities. Except as otherwise specified
      as
      contemplated by Section 2.1, if the Securities of any series bear interest,
      each installment of interest on the Securities of such series may at the option
      of the Company be paid (i) by mailing a check or checks for such interest
      payable to the Person entitled thereto pursuant to Section 2.3 to the
      address of such person as it appears on the Register of Securities of such
      series or (ii) by transfer to an account maintained by the Person entitled
      thereto as specified in the Register of Securities, provided that proper
      transfer instructions have been received by the record date. 

     

    4.2 Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment of
      Securities.
      So long
      as any of the Securities shall remain outstanding, the Company will maintain
      an
      office or agency where the Securities may be presented for registration,
      conversion, exchange and registration of transfer as in this Indenture provided,
      and where notices and demands to or upon the Company in respect of the
      Securities or of this Indenture may be served, and where the Securities may
      be
      presented for payment. In case the Company shall designate and maintain some
      office or agency other than the previously designated office or agency, it
      shall
      give the Trustee prompt written notice thereof. In case the Company shall fail
      to maintain any such office or agency or shall fail to give such notice of
      the
      location or of any change in the location thereof to the Trustee, presentations
      and demands may be made and notices may be served at the principal office of
      the
      Trustee. 

     

    


     

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    In
      addition to such office or agency, the Company may from time to time constitute
      and appoint one or more other offices or agencies for such purposes with respect
      to Securities of any series, and one or more paying agents for the payment
      of
      Securities of any series, in such cities or in one or more other cities, and
      may
      from time to time rescind such appointments, as the Company may deem desirable
      or expedient, and as to which the Company has notified the Trustee.


     

    4.3 Appointment
      to Fill a Vacancy in the Office of Trustee.
      The
      Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, in the manner provided in Section 7.10, a Trustee, so that
      there shall at all times be a Trustee with respect to each series of Securities
      hereunder. 

     

    4.4 Duties
      of Paying Agent.
      

     

    (a)
      If
      the Company shall appoint a Paying Agent other than the Trustee with respect
      to
      Securities of any series, it will cause such Paying Agent 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 and Section 12.3,


     

    (i)
      that
      it will hold all sums held by it as such agent for the payment of the principal
      of or interest, if any, on the Securities of such series (whether such sums
      have
      been paid to it by the Company or by any other obligor on the Securities of
      such
      series) in trust for the benefit of the holders of the Securities of such series
      entitled to such principal or interest and will notify the Trustee of the
      receipt of sums to be so held, 

     

    (ii)
      that
      it will give the Trustee notice of any failure by the Company (or by any other
      obligor on the Securities of such series) to make any payment of the principal
      of or interest on the Securities of such series when the same shall be due
      and
      payable, and 

     

    (iii)
      that it will at any time during the continuance of any Event of Default, upon
      the written request of the Trustee, deliver to the Trustee all sums so held
      in
      trust by it. 

     

    (b)
      Whenever the Company shall have one or more Paying Agents with respect to the
      Securities of any series, it will, prior to each due date of the principal
      of or
      any interest on a Security of such series, deposit with a Paying Agent of such
      series a sum sufficient to pay the principal or interest so becoming due, such
      sum to be held in trust for the benefit of the holders of Securities of such
      series entitled to such principal or interest, and (unless such Paying Agent
      is
      the Trustee) the Company will promptly notify the Trustee of its action or
      failure so to act. 

     

    


     

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    (c)
      If
      the Company shall act as its own Paying Agent with respect to the Securities
      of
      any series, it will, on or before each due date of the principal of or any
      interest on a Security of such series, set aside, segregate and hold in trust
      for the benefit of the holder of such Security, a sum sufficient to pay such
      principal or interest so becoming due and will notify the Trustee of such
      action, or any failure by it or any other obligor on the Securities of such
      series to take such action and will at any time during the continuance of any
      Event of Default, upon the written request of the Trustee, deliver to the
      Trustee all sums so held in trust by it. 

     

    (d)
      Anything in this Section to the contrary notwithstanding, the Company may,
      at
      any time, for the purpose of obtaining a satisfaction and discharge of this
      Indenture with respect to one or more or all series of Securities hereunder,
      or
      for any other reason, pay or cause to be paid to the Trustee all sums held
      in
      trust for such series by it, or any Paying Agent hereunder, as required by
      this
      Section, such sums are to be held by the Trustee upon the trust herein
      contained. 

     

    (e)
      Anything in this Section to the contrary notwithstanding, the agreement to
      hold
      sums in trust as provided in this Section is subject to the provisions of
      Sections 12.3 and 12.4. 

     

    4.5 Further
      Assurances.
      From
      time to time whenever reasonably demanded by the Trustee, the Company will
      make,
      execute and deliver or cause to be made, executed and delivered any and all
      such
      further and other instruments and assurances and take all such further action
      as
      may be reasonably necessary or proper to carry out the intention of or to
      facilitate the performance of the terms of this Indenture or to secure the
      rights and remedies hereunder of the holders of the Securities of any series.
      

     

    4.6 Officers’
      Certificate as to Defaults; Notices of Certain Defaults.
      The
      Company will, so long as any of the Securities are outstanding, deliver to
      the
      Trustee no later than 120 days after the end of each calendar year, beginning
      with the year 2007, a certificate signed by the Company’s principal executive
      officer, principal financial officer or principal accounting officer stating
      that a review has been made under his or her supervision of the activities
      of
      the Company during such year and of the performance under this Indenture and,
      to
      the best of his or her knowledge, the Company has complied with all conditions
      and covenants under this Indenture throughout such calendar year, or if there
      has been a default in the fulfillment of any such obligation, specifying each
      such default known and the nature and status thereof. For purposes of this
      Section, such compliance shall be determined without regard to any period of
      grace or requirement of notice provided under this Indenture. In addition,
      the
      Company shall give the notice to the Trustee as and when required by the fourth
      paragraph of Section 14.1. 

     

    4.7 Waiver
      of Covenants.
      The
      Company may omit in any particular instance to comply with any covenant or
      condition specifically contained in this Indenture for the benefit of one or
      more series of Securities, if before the time for such compliance the holders
      of
      a majority in principal amount of the Securities of all series affected (all
      series voting as one class) at the time outstanding (determined as provided
      in
      Section 8.4) shall waive such compliance in such instance, but no such
      waiver shall extend to or affect such covenant or condition except to the extent
      so expressly waived, and, until such waiver shall become effective, the
      obligations of the Company and the duties of the Trustee in respect of any
      such
      covenant or condition shall remain in full force and effect. 

     

    


     

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    4.8 Additional
      Tax Sums.
      In the
      case of the Securities of a series issued to a DRI Trust, so long as no Event
      of
      Default has occurred and is continuing and except as otherwise specified as
      contemplated by Section 2.1 or Section 2.2, in the event that
      (i) a DRI Trust is the holder of all of the Outstanding Securities of such
      series, (ii) a Tax Event in respect of such DRI Trust shall have occurred
      and be continuing and (iii) the Company shall not have (a) redeemed
      the Securities of such series or (b) terminated such DRI Trust pursuant to
      the termination provisions of the related Trust Agreement, the Company shall
      pay
      to such DRI Trust (and any permitted successor or assign under the related
      Trust
      Agreement) for so long as such DRI Trust (or its permitted successor or
      assignee) is the registered holder of any Securities of such series, such
      additional amounts as may be necessary in order that the amount of Distributions
      then due and payable by such DRI Trust on the related Preferred Securities
      and
      Common Securities that at any time remain outstanding in accordance with the
      terms thereof shall not be reduced as a result of any additional taxes, duties
      and other governmental charges to which such DRI Trust has become subject as
      a
      result of such Tax Event (but not including withholding taxes imposed on holders
      of such Preferred Securities and Common Securities) (the “Additional Tax Sums”).
      Whenever in this Indenture or the Securities there is a reference in any context
      to the payment of principal of or interest on the Securities, such reference
      shall be deemed to include payment of the Additional Tax Sums provided for
      in
      this paragraph to the extent that, in such context, Additional Tax Sums are,
      were or would be payable in respect thereof pursuant to the provisions of this
      Section and express reference to the payment of Additional Tax Sums (if
      applicable) in any provisions hereof shall not be construed as excluding
      Additional Tax Sums in those provisions hereof where such express reference
      is
      not made; provided, however, that the deferral of the payment of interest
      pursuant to Section 2.10 or the Securities shall not defer the payment of
      any Additional Tax Sums that may be then due and payable. 

     

    4.9 Additional
      Covenants.
      The
      Company covenants and agrees with each holder of Securities of a series issued
      to a DRI Trust and, to the extent not excluded from the terms of other series
      of
      Securities pursuant to Section 2.1(u) hereof, with each holder of the
      Securities of other series issued hereunder, that it shall not (i) declare
      or pay any dividends or distributions on, or redeem, purchase, acquire, or
      make
      a liquidation payment with respect to, any shares of the Company’s Capital Stock
      (which includes Common Stock and preferred stock), or (ii) make any payment
      of principal of or interest or premium, if any, on or repay, repurchase or
      redeem any debt securities of the Company that rank on a parity with or junior
      to the Securities of such series or make any guarantee payments with respect
      to
      any DRI Guarantee or other guarantee by the Company of debt securities of any
      Subsidiary that by its terms ranks on a parity with or junior to the Securities
      of such series (other than (a) dividends or distributions in Common Stock;
      (b) any declaration of a dividend in connection with the implementation of
      a Rights Plan, the issuance of any Capital Stock of any class or series of
      preferred stock of the Company under any Rights Plan or the redemption or
      repurchase of any rights distributed pursuant to a Rights Plan; (c) if
      applicable, payments under any DRI Guarantee relating to the Preferred
      Securities issued by the DRI Trust holding the Securities of such series; and
      (d) purchases of Common Stock related to the issuance of Common Stock or
      rights under any of the Company’s benefit plans for its directors, officers,
      employees, consultants or advisors) if at such time (i) there shall have
      occurred any event of which the Company has actual knowledge that (a) with
      the giving of notice or the lapse of time or both, would constitute an Event
      of
      Default hereunder and (b) in respect of which the Company shall not have
      taken reasonable steps to cure, (ii) the Company shall be in default with
      respect to its payment of any obligations under a related DRI Guarantee or
      (iii) the Company shall have given notice of its election to begin an
      Extension Period as provided in Section 2.10 and shall not have rescinded
      such notice, or such Extension Period, or any extension thereof, shall be
      continuing. 

     

    


     

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    The
      Company also covenants with each holder of Securities of a series issued to
      a
      DRI Trust (i) to maintain directly or indirectly 100% ownership of the
      Common Securities of such DRI Trust; provided, however, that any permitted
      successor or assignee of the Company hereunder may succeed to the Company’s
      ownership of such Common Securities, (ii) not to voluntarily terminate,
      wind up or liquidate such DRI Trust, except (a) in connection with a
      prepayment in full of the Securities or a distribution of the Securities of
      such
      series to the holders of Preferred Securities in liquidation of such DRI Trust
      or (b) in connection with certain mergers, consolidations or amalgamations
      permitted by the relevant Trust Agreement and (iii) to use its reasonable
      efforts, consistent with the terms and provisions of such Trust Agreement,
      to
      cause such DRI Trust to remain classified as a grantor trust and not an
      association taxable as a corporation for United States federal income tax
      purposes. 

     

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

     

    ARTICLE
      V

    SECURITYHOLDERS’
      LISTS AND REPORTS BY THE COMPANY 

    AND
      THE TRUSTEE 

     

    5.1 Company
      to Furnish Trustee Information as to the Names and Addresses of
      Securityholders.
      The
      Company covenants and agrees that it will furnish or cause to be furnished
      to
      the Trustee, semiannually not more than 5 days after each record date for
      payment of interest, and at such other times as the Trustee may request in
      writing within 30 days after receipt by the Company of any such request, a
      list
      in such form as the Trustee may reasonably require containing all information
      in
      the possession or control of the Company, or any Paying Agent or any registrar
      of the Securities of each series, other than the Trustee, as to the names and
      addresses of the holders of Securities of such series obtained (in the case
      of
      each list other than the first list) since the date as of which the next
      previous list was furnished; provided, however, that if the Trustee shall be
      the
      registrar of the Securities of such series, no such list need be furnished;
      and
      provided further that the Company shall not be obligated to provide such a
      list
      of Securityholders at any time the list of Securityholders does not differ
      from
      the most recent list of Securityholders given to the Trustee by the Company.
      Any
      such list may be dated as of a date not more than fifteen days prior to the
      time
      such information is furnished or caused to be furnished, and need not include
      information received after such date. 

     

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    5.2 Trustee
      to Preserve Information as to the Names and Addresses of Securityholders
      Received by It.
      

     

    The
      Trustee shall comply with the obligations imposed upon it pursuant to
      Section 312 of the Trust Indenture Act. 

     

    Each
      and
      every holder of Securities, by receiving and holding the same, agrees with
      the
      Company and the Trustee that neither the Company nor the Trustee nor any Paying
      Agent nor any registrar shall be held accountable by reason of the disclosure
      of
      any information as to the names and addresses of the holders of Securities
      in
      accordance with Section 312(b) of the Trust Indenture Act, regardless of
      the source from which such information was derived, and that the Trustee shall
      not be held accountable by reason of mailing any material pursuant to a request
      made under Section 312(b) of the Trust Indenture Act. 

     

    5.3 Annual
      and Other Reports to be Filed by Company with Trustee.
      

     

    (a)
      The
      Company covenants and agrees to file with the Trustee within fifteen 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. 

     

    (b)
      The
      Company covenants and agrees to file with the Trustee and the Commission, in
      accordance with the 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 provided for in
      this
      Indenture as may be required from time to time by such rules and regulations.
      

    


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    (c)
      The
      Company covenants and agrees to transmit to the holders of Securities within
      30
      days after the filing thereof with the Trustee, in the manner and to the extent
      provided in subsection (c) of Section 5.4 with respect to reports
      pursuant to subsection (a) of said Section 5.4, such summaries of any
      information, documents and reports required to be filed by the Company pursuant
      to subsections (a) and (b) of this Section as may be required by rules
      and regulations prescribed from time to time by the Commission. 

     

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

     

    5.4 Trustee
      to Transmit Annual Report to Securityholders.
      

     

    (a)
      On or
      before November 15, 2006, and on or before November 15 in every year
      thereafter, if and so long as any Securities are outstanding hereunder, the
      Trustee shall transmit to the Securityholders as hereinafter in this Section
      provided, a brief report dated as of the preceding September 15 with
      respect to any of the following events which may have occurred within the
      previous twelve (12) months (but if no such event has occurred within such
      period no report need be transmitted): 

     

    (i)
      Any
      change to its eligibility under Section 7.9, and its qualifications under
      Section 7.8; 

     

    (ii)
      The
      creation of or any material change to a relationship which, with the occurrence
      of an Event of Default, would create a conflicting interest within the meaning
      of the Trust Indenture Act; 

     

    (iii)
      The
      character and amount of any advances (and if the Trustee elects so to state,
      the
      circumstances surrounding the making thereof) made by the Trustee (as such)
      which remain unpaid on the date of such report, and for the reimbursement of
      which it claims or may claim a lien or charge prior to that of the Securities
      of
      any series on any property or funds held or collected by it as Trustee, except
      that the Trustee shall not be required (but may elect) to report such advances
      if such advances so remaining unpaid aggregate not more than one-half of one
      percent of the principal amount of the Securities of all series outstanding
      as
      of the date of such report; 

     

    (iv)
      Any
      change to the amount, interest rate, and maturity date of all other indebtedness
      owing by the Company (or by any other obligor on the Securities) to the Trustee
      in its individual capacity, on the date of such report, with a brief description
      of any property held as collateral security therefor, except indebtedness based
      upon a creditor relationship arising in any manner described in paragraph (2),
      (3), (4), or (6) of subsection (b) of Section 311 of the Trust
      Indenture Act; 

     

    


     

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    (v)
      Any
      change to the property and funds, if any, physically in the possession of the
      Trustee (as such) on the date of such report; 

     

    (vi)
      Any
      additional issue of Securities which the Trustee has not previously reported
      to
      Securityholders; and 

     

    (vii)
      Any
      action taken by the Trustee in the performance of its duties under this
      Indenture which it has not previously reported to Securityholders and which
      in
      its opinion materially affects the Securities of any series, except action
      in
      respect of a default, notice of which has been or is to be withheld by it in
      accordance with the provisions of Section 6.7. 

     

    (b)
      The
      Trustee shall transmit to the Securityholders, as hereinafter provided, a brief
      report with respect to the character and amount of any advances (and if the
      Trustee elects so to state, the circumstances surrounding the making thereof)
      made by the Trustee (as such) since the date of the last report transmitted
      pursuant to the provisions of subsection (a) of this Section (or if such
      report has not yet been so transmitted, since the date of execution of this
      Indenture), for the reimbursement of which it claims or may claim a lien or
      charge prior to that of the Securities of any series on property or funds held
      or collected by it as Trustee, and which it has not previously reported pursuant
      to this subsection, except that the Trustee shall not be required (but may
      elect) to report such advances if such advances so remaining unpaid aggregate
      not more than 10 percent of the principal amount of Securities of all series
      outstanding as of the date of such report, such report to be transmitted within
      90 days after such time. 

     

    (c)
      Reports pursuant to this Section shall be transmitted by mail to all holders
      of
      Securities of any series, as the names and addresses of such holders shall
      appear upon the Register of the Securities of such series. 

     

    (d)
      A
      copy of each such report shall, at the time of such transmission to
      Securityholders, be filed by the Trustee with each stock exchange upon which
      the
      Securities of any series are listed and also with the Commission. The Company
      will promptly notify the Trustee when and as the Securities of any series become
      listed on any stock exchange. 

     

    ARTICLE
      VI 

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON 

    EVENT
      OF DEFAULT 

     

    6.1 Events
      of Default Defined.
      The
      term “Event of Default” whenever used herein with respect to Securities of any
      series shall mean any one of the following events: 

     

    (a)
      default in the payment of any installment of interest upon any of the Securities
      of such series as and when the same shall become due and payable, and
      continuance of such default for a period of 30 days (subject to the deferral
      of
      any due date in the case of an Extension Period); or 

     

    


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    (b)
      default in the payment of all or any part of the principal of any of the
      Securities of such series as and when the same shall become due and payable
      whether upon Maturity, upon any redemption, by declaration or otherwise; or
      

     

    (c)
      failure on the part of the Company duly to observe or perform in any material
      respect any covenants or agreements (other than covenants to pay interest,
      principal and premium, which are subject to subsections (a) and
      (b) above of this Section) on the part of the Company in the Securities or
      in this Indenture (including any supplemental indenture or pursuant to any
      Officers’ Certificate as contemplated by Section 2.1) which are for the
      benefit of the Securities of such series, for a period of 90 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 not less than 25% in
      principal amount of the Securities of such series and all other series so
      benefited (all series voting as one class) at the time outstanding under this
      Indenture a written notice specifying such failure and stating that such notice
      is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and the
      Holders of a principal amount of Securities of such series not less than the
      principal amount of Securities the Holders of which gave such notice, as the
      case may be, shall agree in writing to an extension of such period prior to
      its
      expiration; provided, however, that the Trustee or the Trustee and the Holders
      of such principal amount of Securities of such series, as the case may be,
      shall
      be deemed to have agreed to an extension of such period if corrective action
      is
      initiated by the Company within such period and is being diligently pursued;
      or


     

    (d)
      the
      commencement by the Company of a voluntary case under Chapter 7 or Chapter
      11 of
      the federal Bankruptcy Code or any other similar state or federal law now or
      hereafter in effect, or the consent by the Company to the entry of a decree
      or
      order for relief in an involuntary case under any such law, or the consent
      by
      the Company to the appointment of or the taking possession by a liquidating
      agent or committee, conservator or receiver for the Company or any substantial
      part of its property, or the general assignment by the Company for the benefit
      of its creditors, or the admission by the Company in writing of its inability
      to
      pay its debts as they become due; or 

     

    (e)
      the
      entry of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Company in an involuntary case under Chapter 7 or
      Chapter 11 of the federal Bankruptcy Code or any other similar state or federal
      law now or hereafter in effect, and the continuance of any such decree or order
      unstayed and in effect for a period of 60 days, or the appointment of or the
      taking possession by a liquidating agent or committee, conservator or receiver
      for the Company or any substantial part of its property, and the continuance
      of
      any such appointment unstayed and in effect for a period of 60 days.


    


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    If
      an
      Event of Default shall have occurred and be continuing, unless the principal
      of
      all the Securities shall have already become due and payable, either the Trustee
      or (i) the holders of not less than 25% in principal amount of all the then
      outstanding Securities of the series as to which such Event of Default under
      clauses 6.1(a), 6.1(b) or 6.1(c) has occurred (each such series voting as a
      separate class in the case of an Event of Default under clauses 6.1(a) or
      6.1(b), and all such series voting as one class in the case of an Event of
      Default under clauses 6.1(c)), or (ii) the holders of not less than 25% in
      principal amount of all of the outstanding Securities in the case of an Event
      of
      Default under clauses 6.1(d) or 6.1(e), by notice in writing to the Company
      (and
      to the Trustee if given by Securityholders) may declare the principal amount
      (or
      if Securities of any series are Original Issue Discount Securities, such portion
      of the principal amount as may be specified in the terms of such series) of
      all
      the Securities of such series in the case of an Event of Default under clauses
      6.1(a), 6.1(b) or 6.1(c) or of all the outstanding Securities in the case of
      an
      Event of Default under clauses 6.1(d) or 6.1(e), in each case together with
      any
      accrued interest, to be due and payable immediately, and upon any such
      declaration the same shall become and shall be immediately due and payable;
      provided, however, that in the case of the Securities of a series issued to
      a
      DRI Trust, if upon an Event of Default, the Trustee or the holders of at least
      25% in principal amount of the outstanding Securities of such series fail to
      declare the principal of all the Securities of that series to be immediately
      due
      and payable, the holders of at least 25% in aggregate liquidation amount of
      the
      corresponding series of Preferred Securities then outstanding shall have such
      right by a notice in writing to the Company and the Trustee. 

     

    The
      foregoing provisions, however, are subject to the condition that if, at any
      time
      after the principal amount (or specified portion thereof) of the Securities
      of
      any one or more series (or of all the Securities, as the case may be) shall
      have
      been so declared due and payable, and before any judgment or decree for the
      payment of moneys due shall have been obtained or entered as hereinafter
      provided, the Company shall pay or shall deposit with the Trustee a sum
      sufficient to pay all matured installments of interest upon all the Securities
      of such series (or upon all the Securities, as the case may be) and the
      principal of any and all Securities of such series (or of any and all the
      Securities, as the case may be) which shall have become due otherwise than
      by
      declaration (with interest on overdue installments of interest to the extent
      permitted by law and on such principal at the rate or rates of interest borne
      by, or prescribed therefor in, the Securities of each such series to the date
      of
      such payment or deposit) and the amounts payable to the Trustee under
      Section 7.6, and any and all defaults under the Indenture with respect to
      Securities of such series (or all Securities, as the case may be), other than
      the nonpayment of principal of and any accrued interest on Securities of such
      series (or any Securities, as the case may be) which shall have become due
      by
      declaration, shall have been cured, remedied or waived as provided in
      Section 6.6, then and in every such case the holders of a majority in
      principal amount of the Securities of such series (or of all the Securities,
      as
      the case may be) then outstanding and as to which such Event of Default has
      occurred (such series or all series voting as one class, if more than one series
      are so entitled) by written notice to the Company and to the Trustee, may
      rescind and annul such declaration and its consequences. In the case of
      Securities issued to a DRI Trust, should the holders of such Securities fail
      to
      annul such declaration and waive such default, the holders of a majority in
      aggregate liquidation preference of related Preferred Securities shall have
      such
      right; but no such rescission and annulment shall extend to or shall affect
      any
      subsequent default, or shall impair any right consequent thereon. 

     

    


     

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    In
      case
      the Trustee, any holder of Securities or any holder of Preferred Securities
      shall have proceeded to enforce any right under this Indenture and such
      proceedings shall have been discontinued or abandoned because of such rescission
      or annulment or for any other reason or shall have been determined adversely
      to
      the Trustee, such holder of Securities or such holder of Preferred Securities
      then and in every such case the Company, the Trustee, the holders of the
      Securities of such series (or of all the Securities, as the case may be) and
      the
      holders of Preferred Securities shall be restored respectively to their former
      positions and rights hereunder, and all rights, remedies and powers of the
      Company and the Trustee, the holders of the Securities of such series (or of
      all
      the Securities, as the case may be) and the holders of Preferred Securities
      shall continue as though no such proceedings had been taken. 

     

    6.2 Covenant
      of Company to Pay to Trustee Whole Amount Due on Securities on Default in
      Payment of Interest or Principal.
      The
      Company covenants that (1) in case default shall be made in the payment of
      any installment of interest on any of the Securities of any series as and when
      the same shall become due and payable, and such default shall have continued
      for
      a period of 30 days (subject to the deferral of any due date in the case of
      an
      Extension Period), or (2) in case default shall be made in the payment of
      all or any part of the principal of any of the Securities of any series as
      and
      when the same shall become due and payable, whether upon Maturity, upon any
      redemption, by declaration or otherwise, then, upon demand of the Trustee,
      the
      Company will pay to the Trustee, for the benefit of the holders of the
      Securities of such series, the whole amount that then shall have become due
      and
      payable on all such Securities of such series for principal or interest, or
      both, as the case may be, with interest upon the overdue principal and
      installments of interest (to the extent permitted by law) at the rate or rates
      of interest borne by or prescribed therefor in the Securities of such series;
      and, in addition thereto, such further amount as shall be sufficient to cover
      the costs and expenses of collection, including reasonable compensation to
      the
      Trustee, its agents and counsel, and any expenses or disbursements reasonably
      incurred, and all reasonable advances made hereunder by the Trustee, its agents,
      attorneys and counsel, except as a result of its negligence or bad faith.


     

    In
      case
      the Company shall fail forthwith to pay such amounts upon such demand, the
      Trustee, in its own name and as trustee of an express trust, shall be entitled
      and empowered to institute any actions or proceedings at law or in equity for
      the collection of the sums so due and unpaid, and may prosecute any such action
      or proceeding to judgment or final decree, and may enforce any such judgment
      or
      final decree against the Company or any other obligor upon such Securities,
      and
      collect in the manner provided by law out of the property of the Company or
      any
      other obligor upon such Securities wherever situated the moneys adjudged or
      decreed to be payable. 

     

    


     

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    The
      Trustee shall be entitled and empowered, either in its own name or as trustee
      of
      an express trust, or as attorney-in-fact for the holders of the Securities
      of
      any series, or in any one or more of such capacities (irrespective of whether
      the principal of the Securities of such series shall then be due and payable,
      whether upon Maturity, upon any redemption, by declaration or otherwise, and
      irrespective of whether the Trustee shall have made any demand pursuant to
      the
      provisions of this Section) to file and prove a claim or claims for the whole
      amount of principal (or, if the Securities of such series are Original Issue
      Discount Securities, such portion of the principal amount as may be specified
      in
      the terms of such series) and interest owing and unpaid in respect of the
      Securities of such series and to file such other documents as may be necessary
      or advisable in order to have the claims of the Trustee (including any claim
      for
      reasonable compensation of the Trustee, its agents and counsel, and for
      reimbursement of all expenses and disbursements reasonably incurred, and all
      reasonable advances made hereunder by the Trustee, its agents and counsel,
      except as a result of its negligence or bad faith) and of the holders of the
      Securities of such series allowed in any equity receivership, insolvency,
      bankruptcy, liquidation, arrangement, readjustment, reorganization or any other
      judicial proceedings relative to the Company or any other obligor on the
      Securities of such series or their creditors, or their property. The Trustee
      is
      hereby irrevocably appointed (and the successive respective holders of the
      Securities of each series by taking and holding the same shall be conclusively
      deemed to have so appointed the Trustee) the true and lawful attorney-in-fact
      of
      the respective holders of the Securities of such series, with authority to
      make
      and file in the respective names of the holders of the Securities of such
      series, or on behalf of the holders of the Securities of such series as a class,
      any proof of debt, amendment of proof of debt, claim, petition or other document
      in any such proceeding and to receive payment of any sums becoming distributable
      on account thereof, and to execute any such other papers and documents and
      to do
      and perform any and all such acts and things for and on behalf of such holders
      of the Securities of such series, as may be necessary or advisable in the
      opinion of the Trustee in order to have the respective claims of the Trustee
      and
      of the holders of the Securities of such series allowed in any such proceeding,
      and to receive payment of or on account of such claims and to distribute the
      same, and any receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      holder to make such payments to the Trustee and, in the event that the Trustee
      shall consent to the making of such payments directly to the holders, to pay
      to
      the Trustee any amount due to it under Section 7.6; provided, however, that
      nothing herein shall be deemed to authorize the Trustee to authorize or consent
      to or vote for or accept or adopt on behalf of any Securityholder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Securities
      of such series or the rights of any holder thereof, or to authorize the Trustee
      to vote in respect of the claim of any holder of Securities of such series
      in
      any such proceeding. 

     

    All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Securities of any series, may be enforced by the Trustee without the
      possession of any of the Securities of such series, or the production thereof
      on
      any trial or other proceeding relative thereto, and any such suit or proceeding
      instituted by the Trustee, shall be brought in its own name as trustee of an
      express trust, and any recovery of judgment shall be, after provision for the
      payment of the reasonable compensation, expenses, disbursements and advances
      of
      such Trustee, its agents and counsel, for the ratable benefit of the holders
      of
      the Securities of such series. 

    


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    6.3 Application
      of Moneys Collected by Trustee.
      Any
      moneys collected by the Trustee pursuant to Section 6.2 shall be applied in
      the order following, at the date or dates fixed by the Trustee for the
      distribution of such moneys, upon presentation of the several Securities in
      respect of which moneys have been collected, and stamping thereon the payment,
      if only partially paid, and upon surrender thereof if fully paid: 

     

    First:
      To
      the payment of reasonable costs and expenses of collection, and of all amounts
      payable to the Trustee under Section 7.6; 

     

    Second:
      Subject to Article XIV, in case the principal of the outstanding Securities
      in
      respect of which moneys have been collected shall not have become due and be
      unpaid, to the payment of any unpaid interest on such Securities, in the order
      of the maturity of the installments of such interest, with interest upon the
      overdue installments of interest (so far as permitted by law and to the extent
      that such interest has been collected by the Trustee) at the rate or rates
      of
      interest borne by, or prescribed therefor in, such Securities, such payments
      to
      be made ratably to the persons entitled thereto, without discrimination or
      preference; 

     

    Third:
      Subject to Article XIV, in case the principal of the outstanding Securities
      in
      respect of which such moneys have been collected shall have become due and
      be
      unpaid, whether upon Maturity, upon any redemption, by declaration or otherwise,
      to the payment of the whole amount then owing and unpaid upon such Securities
      for principal and interest, if any, with interest on the overdue principal
      and
      any installments of interest (so far as permitted by law and to the extent
      that
      such interest has been collected by the Trustee) at the rate or rates of
      interest borne by, or prescribed therefor in, such Securities; and in case
      such
      moneys shall be insufficient to pay in full the whole amount so due and unpaid
      upon such Securities, then to the payment of such principal and interest,
      without preference or priority of principal over interest, or of interest over
      principal, or of any installment of interest over any other installment of
      interest, or of any Security over any other Security, ratably to the aggregate
      of such unpaid principal and interest; and 

     

    Fourth:
      To the payment of the remainder, if any, to the Company, its successors or
      assigns, or to whomsoever may be lawfully entitled to receive the same, or
      as a
      court of competent jurisdiction may direct. 

     

    6.4 Limitation
      on Suits by Holders of Securities.
      No
      holder of any Security of any series shall have any right by virtue or by
      availing of any provision of this Indenture to institute any suit, action or
      proceeding in equity or at law upon or under or with respect to this Indenture
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless such holder previously shall have given to the Trustee written
      notice of an Event of Default and of the continuance thereof, as hereinbefore
      provided, and unless also the holders of not less than a majority in principal
      amount of all the Securities at the time outstanding (considered as one class)
      shall have made written request upon the Trustee to institute such action,
      suit
      or proceeding in its own name as Trustee hereunder and shall have offered to
      the
      Trustee such reasonable indemnity as it may require against the costs, expenses
      and liabilities to be incurred therein or thereby, and the Trustee, for 60
      days
      after its receipt of such notice, request and offer of indemnity, shall have
      neglected or refused to institute any such action, suit or proceeding and no
      direction inconsistent with such written request shall have been given to the
      Trustee pursuant to Section 6.6; it being understood and intended, and
      being expressly covenanted by the taker and holder of every Security with every
      other taker and holder and the Trustee, that no one or more holders of
      Securities shall have any right in any manner whatever by virtue or by availing
      of any provision of this Indenture to affect, disturb or prejudice the rights
      of
      the holders of any other of such Securities, or to obtain or seek to obtain
      priority over or preference to any other such holder, or to enforce any right
      under this Indenture, except in the manner herein provided and for the equal,
      ratable and common benefit of all holders of Securities. For the protection
      and
      enforcement of the provisions of this Section, each and every Securityholder
      and
      the Trustee shall be entitled to such relief as can be given either at law
      or in
      equity. 

     

    


     

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    Notwithstanding
      any other provisions in this Indenture, the right of any holder of any Security
      to receive payment of the principal of and interest on such Security, on or
      after the respective due dates expressed in such Security (or, in the case
      of
      redemption on or after the date fixed for redemption), or to institute suit
      for
      the enforcement of any such payment on or after such respective dates, shall
      not
      be impaired or affected without the consent of such holder. 

     

    6.5 On
      Default Trustee May Take Appropriate Action; Direct Action.
      In case
      of an Event of Default hereunder the Trustee may in its discretion proceed
      to
      protect and enforce the rights vested in it by this Indenture by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any of such rights, either by suit in equity or by action
      at
      law or by proceeding in bankruptcy or otherwise, whether for the specific
      enforcement of any covenant or agreement contained in this Indenture or in
      aid
      of the exercise of any power granted in this Indenture, or to enforce any other
      legal or equitable right vested in the Trustee by this Indenture or by law.
      Except as provided in the last paragraph of Section 2.7, all powers and
      remedies given by this Article to the Trustee or to the Securityholders shall,
      to the extent permitted by law, be deemed cumulative and not exclusive of any
      thereof or of any other powers and remedies available to the Trustee or the
      holders of the Securities, by judicial proceedings or otherwise, to enforce
      the
      performance or observance of the covenants and agreements contained in this
      Indenture, and no delay or omission of the Trustee, of any holder of any of
      the
      Securities or any holder of Preferred Securities to exercise any right or power
      accruing upon any Event of Default occurring and continuing as aforesaid shall
      impair any such right or power, or shall be construed to be a waiver of any
      such
      default or an acquiescence therein; and, subject to the provisions of
      Section 8.4, every power and remedy given by this Article or by law to the
      Trustee, to the Securityholders or the holders of Preferred Securities may
      be
      exercised from time to time, and as often as shall be deemed expedient, by
      the
      Trustee, by the Securityholders or by the holders of Preferred Securities,
      as
      the case may be. 

     

    In
      the
      case of Securities of a series issued to a DRI Trust, any holder of the
      corresponding series of Preferred Securities issued by such DRI Trust shall
      have
      the right, upon the occurrence of an Event of Default described in
      Section 6.1(a) or (b) above, to institute a suit directly against the
      Company (a “Direct Action”) for enforcement of payment to such holder of
      principal of (including premium, if any) and interest (including any Additional
      Interest) on the Securities having a principal amount equal to the aggregate
      liquidation amount of such Preferred Securities of the corresponding series
      held
      by such holder. Notwithstanding any payments made to a holder of such Preferred
      Securities by the Company pursuant to a Direct Action initiated by such holder,
      the Company shall remain obligated to pay the principal of or interest due
      on
      the Securities, and the Company shall be subrogated to the rights of the holder
      of such Preferred Securities with respect to payments on the Preferred
      Securities to the extent of any payments made by the Company to such holder
      in
      any Direct Action. 

     

    


     

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    6.6 Rights
      of Holders of Majority in Principal Amount of Securities to Direct Trustee
      and
      to Waive Default.
      The
      holders of at least a majority in principal amount of the Securities of any
      one
      or more series or of all the Securities, as the case may be (voting as one
      class), at the time outstanding (determined as provided in Section 8.4)
      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 under this Indenture with respect to such one
      or
      more series; provided, however, that subject to Section 7.1, the Trustee
      shall have the right to decline to follow any such direction if the Trustee
      being advised by Opinion of Counsel determines that the action so directed
      may
      not lawfully be taken, or if the Trustee in good faith shall, by a Responsible
      Officer or Officers of the Trustee, determine that the proceedings so directed
      would be illegal or involve it in personal liability or be unduly prejudicial
      to
      the rights of Securityholders of such one or more series not parties to such
      direction, and provided further that nothing in this Indenture shall impair
      the
      right of the Trustee to take any action deemed proper by the Trustee and which
      is not inconsistent with such direction by such Securityholders of such one
      or
      more series. The holders of at least a majority in principal amount of the
      Securities of all series as to which an Event of Default hereunder has occurred
      (all series voting as one class) at the time outstanding (determined as provided
      in Section 8.4) and, in the case of any Preferred Securities of a series
      issued to a DRI Trust, the holders of at least a majority in aggregate
      liquidation amount of the Preferred Securities issued by such DRI Trust, may
      waive any past default hereunder with respect to such series and its
      consequences, except a default in the payment of the principal of or interest
      on
      any of such Securities or Preferred Securities or in respect of a covenant
      or
      provision hereof which under Article Ten cannot be modified or amended without
      the consent of the holder of each Security so affected. Upon any such waiver,
      such default shall cease to exist and any Event of Default arising therefrom
      shall be deemed to have been cured for every purpose of this Indenture, but
      no
      such waiver shall extend to any subsequent or other default or impair any right
      consequent thereon. Any such waiver shall be deemed to be on behalf of the
      holders of all the Securities of such series or, in the case of a waiver by
      holders of Preferred Securities issued by such DRI Trust, on behalf of all
      holders of Preferred Securities issued by such DRI Trust. 

     

    6.7 Trustee
      to Give Notice of Defaults Known to It, but May Withhold in Certain
      Circumstances.
      The
      Trustee shall, within 10 Business Days after the occurrence of any default
      hereunder with respect to the Securities of any series, give to the holders
      of
      the Securities of such series in the manner and to the extent provided in
      subsection (c) of Section 5.4 with respect to reports pursuant to
      subsection (a) of said Section 5.4, notice of such default actually
      known to the Trustee unless such default shall have been cured, remedied or
      waived before the giving of such notice (the term “default” for the purposes of
      this Section being hereby defined to be the events specified in clauses (c),
      (d) and (e) of Section 6.1 and default in the payment of the
      principal of or interest on Securities of any series, not including any periods
      of grace provided for therein, and irrespective of the giving of written notice
      specified therein); provided, however, that, except in the case of default
      in
      the payment of the principal of or interest on any of the Securities of such
      series, the Trustee shall be protected in withholding such notice if and so
      long
      as the Board of Directors, the Executive Committee, or a Trust Committee of
      directors and/or Responsible Officers of the Trustee in good faith determines
      that the withholding of such notice is in the interest of the holders of the
      Securities of such series. 

     

    


     

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    6.8 Requirement
      of an Undertaking to Pay Costs in Certain Suits Under the Indenture or Against
      the Trustee.
      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 and
      expenses, 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 of Securities of any series,
      or
      group of such Securityholders, holding in the aggregate more than 10 percent
      in
      principal amount of all the Securities (all series considered as one class)
      outstanding, or to any suit instituted by any Securityholder for the enforcement
      of the payment of the principal of or interest on any Security, on or after
      the
      due date expressed in such Security (or in the case of any redemption, on or
      after the date fixed for redemption). 

     

    ARTICLE
      VII 

    CONCERNING
      THE TRUSTEE 

     

    7.1 Upon
      Event of Default Occurring and Continuing, Trustee Shall Exercise Powers Vested
      in It, and Use Same Degree of Care and Skill in Their Exercise, as a Prudent
      Man
      Would Use.
      The
      Trustee, prior to the occurrence of an Event of Default and after the curing,
      remedying or waiving of all Events of Default which may have occurred,
      undertakes to perform such duties and only such duties as are specifically
      set
      forth in this Indenture. In case an Event of Default has occurred (which has
      not
      been cured, remedied or waived) the Trustee shall exercise such of the rights
      and powers vested in it by this Indenture, and use the same degree of care
      and
      skill in their exercise, as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs. 

     

    


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    No
      provision of this Indenture shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act, or
      its
      own willful misconduct; provided, however, that 

     

    (a)
      Prior
      to the occurrence of an Event of Default and after the curing, remedying or
      waiving of all Events of Default which may have occurred: 

     

    (i)
      the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Indenture and the Trustee shall not be liable except for
      the
      performance of such duties and obligations as are specifically set forth in
      this
      Indenture, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and 

     

    (ii)
      in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions expressed therein, upon any certificates or opinions furnished to
      the
      Trustee and conforming to the requirements of this Indenture; but in the case
      of
      any such certificates or opinions which by any provision hereof are specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to
      examine the same to determine whether or not they conform to the requirements
      of
      this Indenture; 

     

    (b)
      The
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer or Officers of the Trustee, unless it shall be proved that
      the Trustee was negligent in ascertaining the pertinent facts upon which such
      judgment was made; 

     

    (c)
      The
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the holders of
      Securities pursuant to Section 6.6 relating to the time, method and place
      of conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred upon the Trustee, under this Indenture;
      

     

    (d)
      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 7.1; and


     

    (e)
      None
      of the provisions contained in 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 there is reasonable ground for believing that the repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it. 

     

    7.2
      Reliance on Documents, Opinions, Etc.
      Except
      as otherwise provided in Section 7.1: 

     

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

     

    


     

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    (b)
      Any
      request, direction, order or demand of the Company mentioned herein shall be
      sufficiently evidenced by an Officers’ Certificate (unless other evidence in
      respect thereof be herein specifically prescribed); and any Resolution of the
      Company may be evidenced to the Trustee by a copy thereof certified by the
      Corporate Secretary or an Assistant Corporate Secretary of the Company;


     

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

     

    (d)
      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
      Securityholders pursuant to this Indenture, unless such Securityholders shall
      have offered to the Trustee such adequate security or indemnity against the
      costs, expenses (including attorneys’ fees and expenses) and liabilities that
      might be incurred by it in complying with such request or direction;


     

    (e)
      The
      Trustee shall not be liable for any action taken or omitted to be taken by
      it in
      good faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Indenture; 

     

    (f)
      The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, approval, bond, debenture, note,
      other evidence of indebtedness or other paper or document, unless requested
      in
      writing to do so by the holders of Securities pursuant to Section 6.6, but
      the Trustee may make such further inquiry or investigation into such facts
      or
      matters as it may see fit; provided, however, that if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities likely
      to
      be incurred by it in the making of such investigation is, in the opinion of
      the
      Trustee, not reasonably assured to the Trustee by the security afforded to
      it by
      the terms of this Indenture, the Trustee may require adequate indemnity against
      such costs, expenses or liabilities as a condition to so proceeding; and
      provided further, that nothing in this subsection (f) shall require the
      Trustee to give the Securityholders any notice other than that required by
      Section 6.7. The reasonable expense of every such examination shall be paid
      by the Company or, if paid by the Trustee, shall be repaid by the Company upon
      demand; 

     

    (g)
      The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed by it hereunder; provided, however, that the Trustee
      shall be responsible for its own negligence or recklessness with respect to
      the
      selection of any such agent or attorney; 

     

    


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    (h)
      The
      Trustee shall be under no responsibility for the approval by it in good faith
      of
      any expert for any of the purposes expressed in this Indenture; and


     

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

     

    7.3 Trustee
      Not Liable for Recitals in Indenture or in Securities.
      The
      recitals contained herein and in the Securities (other than the certificate
      of
      authentication on the Securities) shall be taken as the statements of the
      Company, and the Trustee does not assume any responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Securities. The Trustee shall not be
      accountable for the use or application by the Company of the proceeds of the
      Securities of any series. 

     

    7.4 May
      Hold Securities.
      The
      Trustee or any agent of the Trustee, in its individual or any other capacity,
      may become the owner or pledgee of Securities and, subject to Section 7.8,
      with the same rights it would have if it were not Trustee or such agent.


     

    7.5 Moneys
      Received by Trustee to be Held in Trust without Interest.
      Subject
      to the provisions of Section 12.4, all moneys received by the Trustee
      shall, until used or applied as herein provided, be held in trust for the
      purposes for which they were received, but need not be segregated from other
      funds except to the extent required by law. The Trustee shall be under no
      liability for interest on any moneys received by it hereunder. 

     

    7.6 Trustee
      Entitled to Compensation, Reimbursement and Indemnity.
      The
      Company covenants and agrees to pay to the Trustee from time to time, and the
      Trustee shall be entitled to, such compensation as shall be agreed to in writing
      between the Company and the Trustee (which shall not be limited by any provision
      of law in regard to the compensation of a trustee of any express trust), and,
      the Company will pay or reimburse the Trustee upon its request for all
      reasonable expenses, disbursements and advances incurred or made by the Trustee
      in connection with the acceptance or administration of its trust under this
      Indenture (including the reasonable compensation and the reasonable expenses
      and
      disbursements of its agents and counsel and of all persons not regularly in
      its
      employ) except any such expense, disbursement or advance as may arise from
      

     

    


     

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    its
      negligence or bad faith. The Company also covenants and agrees to indemnify
      each
      of the Trustee, any predecessor Trustee and their agents for, and to hold them
      harmless against, any loss, liability or expense incurred without negligence
      or
      bad faith on their part and arising out of or in connection with the acceptance
      or administration of this trust and performance of their duties hereunder,
      including the reasonable costs and expenses (including reasonable fees and
      disbursements of their counsel) of defending themselves against any claim or
      liability in connection with the exercise or performance of any of the powers
      or
      duties hereunder. The obligations of the Company under this Section to
      compensate the Trustee, to pay or reimburse the Trustee for expenses,
      disbursements and advances and to indemnify and hold harmless the Trustee shall
      constitute additional indebtedness hereunder and shall survive the satisfaction
      and discharge of this Indenture and the resignation or removal of the Trustee.
      Such additional indebtedness shall be secured by a lien prior to that of 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 interest, if
      any,
      on particular Securities. 

     

    Without
      prejudice to any other rights available to the Trustee under applicable law,
      when the Trustee incurs expenses or renders services in connection with an
      Event
      of Default specified in Section 6.1(d) or Section 6.1(e), the expenses
      (including the reasonable charges and expenses of its counsel) and the
      compensation for the services are intended to constitute expenses of
      administration under any applicable federal or state bankruptcy, insolvency
      or
      other similar law. 

     

    7.7 Right
      of Trustee to Rely on Officers’ Certificate where No Other Evidence Specifically
      Prescribed.
      Except
      as otherwise provided in Section 7.1, whenever in the administration of
      this Indenture the Trustee shall deem it necessary or desirable that a matter
      be
      proved or established prior to taking, suffering or omitting to take any action
      hereunder, the Trustee (unless other evidence in respect thereof be herein
      specifically prescribed) may, in the absence of negligence or bad faith on
      its
      part, request and rely upon an Officers’ Certificate which, upon receipt of such
      request, shall be promptly delivered by the Company. 

     

    7.8 Disqualification;
      Conflicting Interests.
      If the
      Trustee has or shall acquire any 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. 

     

    7.9 Requirements
      for Eligibility of Trustee.
      There
      shall at all times be a Trustee hereunder that is a corporation, organized
      and
      doing business under the laws of the United States of America, any state thereof
      or the District of Columbia, eligible under Sections 310(a)(1) and (5) of
      the Trust Indenture Act to act as trustee under an indenture qualified under
      the
      Trust Indenture Act and that has a combined capital and surplus (computed in
      accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
      $50,000,000 subject to supervision or examination by federal or state authority.
      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. 

     

    7.10 Resignation
      and Removal of Trustee.
      

     

    (a)
      The
      Trustee, or any trustee or trustees hereafter appointed, may at any time resign
      with respect to one or more or all series of Securities by giving written notice
      of such resignation to the Company and by giving to the holders of Securities
      of
      the applicable series notice thereof in the manner and to the extent provided
      in
      subsection (c) of Section 5.4 with respect to reports pursuant to
      subsection (a) of Section 5.4. Upon receiving such notice of
      resignation and if the Company shall deem it appropriate evidence satisfactory
      to it of such mailing, the Company shall promptly appoint a successor Trustee
      with respect to the applicable series (it being understood that any successor
      Trustee may be appointed with respect to the Securities of one or more or all
      of
      such series and at any time there shall be only one 

     

    


     

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    Trustee
      with respect to the Securities of any particular series) by written instrument,
      in duplicate, executed pursuant to a Resolution of the Company, one copy of
      which instrument shall be delivered to the resigning Trustee and one copy to
      the
      successor Trustee. If no successor Trustee shall have been so appointed with
      respect to any series and have accepted appointment within 30 days after the
      mailing of such notice of resignation, the resigning Trustee may petition any
      court of competent jurisdiction for the appointment of a successor Trustee,
      or
      any Securityholder who has been a bona fide holder of a Security or Securities
      of the applicable series for at least six months may, subject to the provisions
      of Section 6.8, on behalf of himself and all others similarly situated,
      petition any such court for the appointment of a successor Trustee. Such court
      may thereupon after such notice, if any, as it may deem proper and prescribe,
      appoint a successor Trustee. 

     

    (b)
      In
      case at any time any of the following shall occur: 

     

    (i)
      The
      Trustee shall fail to comply with Section 7.8 after written request
      therefor by the Company or by any Securityholder who has been a bona fide holder
      of a Security or Securities of the applicable series for at least six months,
      or


     

    (ii)
      The
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 7.9 and shall fail to resign after written request therefor by the
      Company or by any such Securityholder, or 

     

    (iii)
      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, the Company may remove the Trustee with respect to the applicable
      series and appoint a successor Trustee with respect to the applicable series
      by
      written instrument, in duplicate, executed pursuant to a Resolution of the
      Company, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor Trustee, or, subject to the provisions
      of
      Section 6.8, any Securityholder who has been a bona fide holder of a
      Security or Securities of the applicable series 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 and the appointment of
      a
      successor Trustee with respect to the applicable series. Such court may
      thereupon, after such notice, if any, as it may deem proper and prescribe,
      remove the Trustee and appoint a successor Trustee. 

     

    (c)
      The
      holders of a majority in principal amount of the Securities of any one series
      voting as a separate class or all series voting as one class at the time
      outstanding (determined as provided in Section 8.4) may at any time remove
      the Trustee with respect to the applicable series or all series, as the case
      may
      be, and appoint a successor Trustee with respect to the applicable series or
      all
      series, as the case may be, by written instrument or instruments signed by
      such
      holders or their attorneys-in-fact duly authorized, or by the affidavits of
      the
      permanent chairman and permanent secretary of a meeting of the Securityholders
      (as elected in accordance with Section 9.5) evidencing the vote upon a
      resolution or resolutions submitted thereto with respect to such removal and
      appointment (as provided in Article Nine), and by delivery thereof to the
      Trustee so removed, to the successor Trustee and to the Company. 

     

    


     

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    (d)
      Any
      resignation or removal of the Trustee and any appointment of a successor Trustee
      pursuant to any of the provisions of this Section shall become effective upon
      acceptance of appointment by the successor Trustee as provided in
      Section 7.11. 

     

    7.11 Acceptance
      by Successor Trustee.
      Any
      successor Trustee with respect to all series of Securities appointed as provided
      in Section 7.10 shall execute, acknowledge and deliver to the Company and
      to its predecessor Trustee an instrument accepting such appointment hereunder,
      and thereupon the resignation or removal of the predecessor Trustee with respect
      to all series 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 with respect to such series of its predecessor
      hereunder, with like effect as if originally named as Trustee herein; but,
      on
      the written request of the Company or of the successor Trustee, the Trustee
      ceasing to act shall, upon payment of any amounts then due it pursuant to the
      provisions of Section 7.6, execute and deliver an instrument transferring
      to such successor Trustee all the rights and powers with respect to such series
      of the Trustee so ceasing to act. Upon the request of any such successor
      Trustee, the Company shall execute any and all instruments in writing for more
      fully and certainly vesting in and confirming to such successor Trustee all
      such
      rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a
      lien
      upon all property or funds held or collected by such Trustee or any successor
      Trustee to secure any amounts then due it pursuant to the provisions of
      Section 7.6. 

     

    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 such series
      shall execute and deliver an indenture supplemental hereto wherein each
      successor Trustee shall accept such appointment and which (1) shall contain
      such provisions as shall be necessary or desirable to transfer and confirm
      to,
      and to vest in, each successor Trustee all the rights, powers, trusts and duties
      of the retiring Trustee with respect to the Securities of such 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 such 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 such series
      to which the appointment of such successor Trustee relates; but, on written
      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
      such series to which the appointment of such successor Trustee relates.


     

    


     

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    No
      successor Trustee shall accept appointment as provided in this Section unless
      at
      the time of such acceptance such successor Trustee shall be qualified under
      the
      provisions of Section 7.8 and eligible under the provisions of
      Section 7.9. 

     

    Upon
      acceptance of appointment by a successor Trustee as provided in this Section,
      the successor Trustee shall at the expense of the Company transmit notice of
      the
      succession of such Trustee hereunder to the holders of Securities of any
      applicable series in the manner and to the extent provided in subsection
      (c) of Section 5.4 with respect to reports pursuant to subsection
      (a) of said Section 5.4. 

     

    7.12 Successor
      to Trustee by Merger, 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 qualified under the provisions of Section 7.8 and
      eligible under the provisions of Section 7.9, without the execution or
      filing of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding. 

     

    In
      case
      at the time such successor to the Trustee shall succeed to the trusts created
      by
      this Indenture any of the Securities shall have been authenticated but not
      delivered, any such successor to the Trustee may adopt the certificate of
      authentication of any predecessor Trustee, and deliver such Securities so
      authenticated; and in case at that time any of the Securities shall not have
      been authenticated, any successor to the Trustee may authenticate such
      Securities either in the name of any predecessor hereunder or in the name of
      the
      successor Trustee; and in all such cases such certificates shall have the full
      force which it is anywhere in the Securities or in this Indenture provided
      that
      the certificate of the Trustee shall have; provided, however, that the right
      to
      adopt the certificate of authentication of any predecessor Trustee or to
      authenticate Securities in the name of any predecessor Trustee shall apply
      only
      to its successor or successors by merger, conversion or consolidation.


     

    7.13 Limitations
      on Preferential Collection of Claims by the Trustee.
      

     

    The
      Trustee shall comply with Section 311(a) of the Trust Indenture Act,
      excluding any creditor relationship described in Section 311(b) of the
      Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
      to Section 311(a) of the Trust Indenture Act to the extent included
      therein. 

     

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    ARTICLE
      VIII 

    CONCERNING
      THE SECURITYHOLDERS 

     

    8.1 Evidence
      of Action by Securityholders.
      Whenever in this Indenture it is provided that the holders of a specified
      percentage in principal amount of the Securities of any or all series may take
      any action (including the making of any demand or request, the giving of any
      notice, consent, or waiver or the taking of any other action), the fact at
      the
      time of taking any such action the holders of such specified percentage have
      joined therein may be evidenced (a) by any instrument or any number of
      instruments of similar tenor executed by such Securityholders in person or
      by
      agent or proxy appointed in writing, or (b) by the record of such holders
      of Securities voting in favor thereof at any meeting of such Securityholders
      duly called and held in accordance with the provisions of Article Nine, or
      (c) by a combination of such instrument or instruments and any such record
      of such a meeting of such Securityholders. 

     

    If
      there
      shall be more than one Trustee acting hereunder with respect to separate series
      of Securities, such Trustees shall collaborate, if necessary, in acting under
      Article Nine and in determining whether the holders of a specified percentage
      in
      principal amount of the Securities of any or all series have taken any such
      action. 

     

    8.2 Proof
      of Execution of Instruments and of Holding of Securities.
      Subject
      to the provisions of Sections 7.1, 7.2 and 9.5, proof of the execution of any
      instrument by a Securityholder or his agent or proxy and proof of the holding
      by
      any person of any of the Securities shall be sufficient if made in the following
      manner: 

     

    The
      fact
      and date of the execution by any such person of any instrument may be proved
      in
      any reasonable manner acceptable to the Trustee. 

     

    The
      ownership of Securities of any series shall be proved by the Register of such
      Securities of such series, or by certificates of the Security registrar thereof.
      

     

    The
      Trustee shall not be bound to recognize any person as a Securityholder unless
      and until title to the Securities held by him is proved in the manner in this
      Article Eight provided. 

     

    The
      record of any Securityholders’ meeting shall be proved in the manner provided in
      Section 9.6. 

     

    The
      Trustee may accept such other proof or require such additional proof of any
      matter referred to in this Section as it shall deem reasonable. 

     

    8.3 Who
      may be Deemed Owners of Securities.
      Prior
      to due presentment for registration of transfer of any Security, the Company,
      the Trustee and any agent of the Company or the Trustee may deem and treat
      the
      person in whose name such Security shall be registered upon the Register of
      Securities of the series of which such Security is a part as the absolute owner
      

     

    


     

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    of
      such
      Security (whether or not payments in respect of such Security shall be overdue
      and notwithstanding any notation of ownership or other writing thereon) for
      the
      purpose of receiving payment of or an account of the principal of and interest,
      subject to Section 2.3, on such Security and for all other purposes; and
      neither the Company nor the Trustee nor any agent of the Company or the Trustee
      shall be affected by any notice to the contrary. All such payments so made
      to
      any such holder for the time being, or upon his order, shall be valid, and,
      to
      the extent of the sum or sums so paid, effectual to satisfy and discharge the
      liability for moneys payable upon any such Security. 

     

    8.4 Securities
      Owned by Company or Controlled or Controlling Persons Disregarded for Certain
      Purposes.
      In
      determining whether the holders of the requisite principal amount of Securities
      have concurred in any demand, direction, request, notice, vote, consent, waiver
      or other action under this Indenture, Securities which are owned by the Company
      or any other obligor on the Securities or by any person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      the
      Company or any other obligor on the Securities shall be disregarded and deemed
      not to be outstanding for the purpose of any such determination, provided that
      for the purposes of determining whether the Trustee shall be protected in
      relying on any such demand, direction, request, notice, vote, consent, waiver
      or
      other action, only Securities which a Responsible Officer of the Trustee
      assigned to its principal office actually knows are so owned shall be so
      disregarded. Securities so owned which have been pledged in good faith may
      be
      regarded as outstanding for the purposes of this Section, if the pledgee shall
      establish to the satisfaction of the Trustee the pledgee’s right to vote such
      Securities and that the pledgee is not a person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      the
      Company or any such other obligor. Upon request of the Trustee, the Company
      shall furnish to the Trustee promptly an Officers’ Certificate listing and
      identifying all Securities, if any, known by the Company to be owned or held
      by
      or for the account of the Company or any other obligor on the Securities or
      by
      any person directly or indirectly controlling or controlled by or under direct
      or indirect common control with the Company or any other obligor on the
      Securities; and, subject to the provisions of Section 7.1, the Trustee
      shall be entitled to accept such Officers’ Certificate as conclusive evidence of
      the facts therein set forth and of the fact that all Securities not listed
      therein are outstanding for the purpose of any such determination. 

     

    8.5 Instruments
      Executed by Securityholders Bind Future Holders.
      At any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 8.1, of the taking of any action by the holders of the percentage
      in principal amount of the Securities specified in this Indenture in connection
      with such action, any holder of a Security which is shown by the evidence to
      be
      included in the Securities the holders of which have consented to such action
      may, by filing written notice with the Trustee at its principal office and
      upon
      proof of holding as provided in Section 8.2, revoke such action so far as
      concerns such Security. Except as aforesaid any such action taken by the holder
      of any Security and any direction, demand, request, notice, waiver, consent,
      vote or other action of the holder of any Security which by any provisions
      of
      this 

     

    


     

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    Indenture
      is required or permitted to be given shall be conclusive and binding upon such
      holder and upon all future holders and owners of such Security, and of any
      Security issued in lieu thereof or upon registration of transfer thereof,
      irrespective of whether any notation in regard thereto is made upon such
      Security. Any action taken by the holders of the percentage in principal amount
      of the Securities of any or all series specified in this Indenture in connection
      with such action shall be conclusively binding upon the Company, the Trustee
      and
      the holders of all of the Securities of such series subject, however, to the
      provisions of Section 7.1. 

     

    ARTICLE
      IX 

    SECURITYHOLDERS’
      MEETINGS 

     

    9.1 Purposes
      for which Meetings may be Called.
      A
      meeting of holders of Securities of any or all series may be called at any
      time
      and from time to time pursuant to the provisions of this Article for any of
      the
      following purposes: 

     

    (a)
      To
      give any notice to the Company or to the Trustee, or to give any directions
      to
      the Trustee, or to consent to the waiving of any default hereunder and its
      consequences, or to take any other action authorized to be taken by holders
      of
      Securities of any or all series, as the case may be, pursuant to any of the
      provisions of Article Six; 

     

    (b)
      To
      remove the Trustee and appoint a successor Trustee pursuant to the provisions
      of
      Article Seven; 

     

    (c)
      To
      consent to the execution of an indenture or indentures supplemental hereto
      pursuant to the provisions of Section 10.2; or 

     

    (d)
      To
      take any other action authorized to be taken by or on behalf of the holders
      of
      any specified principal amount of the Securities of any or all series, as the
      case may be, under any other provision of this Indenture or under applicable
      law. 

     

    9.2 Manner
      of Calling Meetings.
      The
      Trustee may at any time call a meeting of Securityholders to take any action
      specified in Section 9.1, to be held at such time and at such place in the
      Borough of Manhattan, State of New York, as the Trustee shall determine. Notice
      of every meeting of Securityholders setting forth the time and place of such
      meeting and in general terms the action proposed to be taken at such meeting,
      shall be mailed not less than 15 nor more than 90 days prior to the date fixed
      for the meeting. 

     

    9.3 Call
      of Meeting by Company or Securityholders.
      In case
      at any time the Company, pursuant to a resolution of its Board of Directors,
      or
      the holders of not less than 10 percent in principal amount of the Securities
      of
      any or all series, as the case may be, then outstanding, shall have requested
      the Trustee to call a meeting of holders of Securities of any or all series,
      as
      the case may be, to take any action authorized in Section 9.1 by written
      request setting forth in reasonable detail the action proposed to be taken
      at
      the meeting, and the Trustee shall not have mailed notice of such meeting within
      20 days after receipt of such request, then the Company or such holders of
      Securities in the amount above specified may determine the time and place in
      the
      Borough of Manhattan, State of New York for such meeting and may call such
      meeting to take any action authorized in Section 9.1, by mailing notice
      thereof as provided in Section 9.2. 

     

    


     

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    9.4 Who
      May Attend and Vote at Meetings.
      To be
      entitled to vote at any meeting of Securityholders a person shall (a) be a
      holder of one or more Securities with respect to which the meeting is being
      held, or (b) be a person appointed by an instrument in writing as proxy by
      such holder of one or more Securities. The only persons who shall be entitled
      to
      be present or to speak at any meeting of Securityholders shall be the persons
      entitled to vote at such meeting and their counsel and any representatives
      of
      the Trustee and its counsel and any representatives of the Company and its
      counsel. 

     

    9.5 Regulations
      may be made by Trustee.
      Notwithstanding any other provisions of this Indenture, the Trustee may make
      such reasonable regulations as it may deem advisable for any meeting of
      Securityholders, in regard to proof of the holding of Securities 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 think fit. Except as otherwise permitted
      or
      required by any such regulations, the holding of Securities shall be proved
      in
      the manner specified in Section 8.2 and the appointment of any proxy shall
      be proved in the manner specified in said Section 8.2; provided, however,
      that such regulations may provide that written instruments appointing proxies
      regular on their face, may be presumed valid and genuine without the proof
      hereinabove or in said Section 8.2 specified. 

     

    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
      Securityholders as provided in Section 9.3, in which case the Company or
      the Securityholders 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 majority vote of the meeting.
      

     

    Subject
      to the provisions of Section 8.4, at any meeting each Securityholder or
      proxy shall be entitled to one vote for each $1,000 principal amount of
      Securities 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 permanent chairman of the meeting to be not
      outstanding; provided, further, that each holder of Original Issue Discount
      Securities shall be entitled to one vote for each $1,000 amount which would
      be
      due upon acceleration of his Original Issue Discount Security on the date of
      the
      meeting. Neither a temporary nor a permanent chairman of the meeting shall
      have
      a right to vote other than by virtue of Securities held by him or instruments
      in
      writing as aforesaid duly designating him as the person to vote on behalf of
      other Securityholders. Any meeting of Securityholders duly called pursuant
      to
      the provisions of Section 9.2 or 9.3 may be adjourned from time to time,
      and the meeting may be held so adjourned without further notice. 

     

    At
      any
      meeting of Securityholders, the presence of persons holding or representing
      Securities in principal amount sufficient to take action on the business for
      the
      transaction of which such meeting was called shall constitute a quorum, but,
      if
      less than a quorum is present, the person or persons holding or representing
      a
      majority in principal amount of the Securities represented at the meeting may
      adjourn such meeting with the same effect for all intents and purposes, as
      though a quorum had been present. 

     

    


     

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    9.6 Manner
      of Voting at Meetings and Record to be Kept.
      The
      vote upon any resolution submitted to any meeting of Securityholders shall
      be by
      written ballots on which shall be subscribed the signatures of the holders
      of
      Securities or of their representatives by proxy and the principal amount or
      principal amounts of the Securities 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 permanent secretary of the meeting their verified written
      reports in duplicate of all votes cast at the meeting. A record in duplicate
      of
      the proceedings of each meeting of Securityholders shall be prepared by the
      permanent 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 facts
      setting forth a copy of the notice of the meeting and showing that said notice
      was mailed as provided in Section 9.2. The record shall show the principal
      amount or principal amounts of the Securities voting in favor of, against,
      or
      abstaining from voting on, any resolution. The record shall be signed and
      verified by the affidavits of the permanent chairman and permanent secretary
      of
      the meeting and one of the duplicates shall be delivered to the Company and
      the
      other 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. 

     

    9.7 Exercise
      of Rights of Trustee, Securityholders and Holders of Preferred Securities Not
      to
      be Hindered or Delayed.
      Nothing
      in this Article contained shall be deemed or construed to authorize or permit,
      by reason of any call of a meeting of Securityholders or any rights expressly
      or
      impliedly conferred hereunder to make such call any hindrance or delay in the
      exercise of any right or rights conferred upon or reserved to the Trustee,
      to
      the Securityholders or the holders of Preferred Securities under any of the
      provisions of this Indenture or of the Securities. 

     

    ARTICLE
      X 

    SUPPLEMENTAL
      INDENTURES 

     

    10.1 Purposes
      for which Supplemental Indentures may be Entered into Without Consent of
      Securityholders.
      Without
      the consent of any Securityholders or any holders of Preferred Securities,
      the
      Company, when authorized by a Resolution of the Company, and the Trustee may
      from time to time, and at any time enter into an indenture or indentures
      supplemental hereto, in form satisfactory to such Trustee (which shall comply
      with the provisions of the Trust Indenture Act as then in effect), for one
      or
      more of the following purposes: 

     

    (a)
      To
      evidence the succession of another corporation to the Company, or successive
      successions, and the assumption by the successor corporation of the covenants,
      agreements and obligations of the Company pursuant to Article Eleven hereof;
      

    


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    (b)
      To
      add to the covenants of the Company such further covenants, restrictions or
      conditions as the Company and the Trustee shall consider to be for the
      protection of the holders of all or any series of Securities (and if such
      covenants, restrictions or conditions are to be for the benefit of less than
      all
      series of Securities, stating that such covenants, restrictions or conditions
      are expressly being included solely for the benefit of such series), and to
      make
      the occurrence, or the occurrence and continuance, of a default in any such
      additional covenants, restrictions or conditions a default or an Event of
      Default permitting the enforcement of all or any of the several remedies
      provided in this Indenture as herein set forth; provided, however, that in
      respect to any such additional covenant, restriction or condition 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; 

     

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

     

    (d)
      To
      change or eliminate any of the provisions of this Indenture; provided, however,
      that any such change or elimination shall become effective only when there
      is no
      Security of any series outstanding created prior to the execution of such
      supplemental indenture which is entitled to the benefit of such provision;
      

     

    (e)
      To
      establish the form or terms of Securities of any series as permitted by
      Section 2.1 and 2.2; 

     

    (f)
      To
      cure any ambiguity or to correct or supplement any provision contained herein
      or
      in any supplemental indenture which may be defective or inconsistent with any
      other provisions contained herein or in any supplemental indenture, or to make
      such other provision in regard to matters or questions arising under this
      Indenture or any supplemental indenture; provided, however, that such action
      shall not adversely affect the interest of the holders of Securities of any
      series in any material respect or, in the case of the Securities of a series
      issued to a DRI Trust and for so long as any of the corresponding series of
      Preferred Securities issued by such DRI Trust shall remain outstanding, the
      holders of such Preferred Securities; 

     

    (g)
      To
      mortgage or pledge to the Trustee as security for the Securities any property
      or
      assets which the Company may desire to mortgage or pledge as security for the
      Securities; 

    


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    (h)
      To
      qualify, or maintain the qualification of, the Indenture under the Trust
      Indenture Act; and 

     

    (i)
      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 Section 12.5, provided that any such action shall
      not adversely affect the interests of any holder of a Security of such series
      or
      any other Security or coupon in any material respect. 

     

    The
      Trustee is hereby authorized to join with the Company in the execution of any
      such supplemental indenture, to make any further appropriate agreements and
      stipulations which may be therein contained and to accept the conveyance,
      transfer, mortgage, pledge or assignment of any property thereunder, but the
      Trustee 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. 

     

    Any
      supplemental indenture authorized by the provisions of this Section may be
      executed by the Company and the Trustee without the consent of the holders
      of
      any of the Securities at the time outstanding, notwithstanding any of the
      provisions of Section 10.2. 

     

    10.2 Modification
      of Indenture with Consent of Holders of a Majority in Principal Amount of
      Securities.
      With
      the consent (evidenced as provided in Section 8.1) of the holders of not
      less than a majority in principal amount of the Securities of all series at
      the
      time outstanding (determined as provided in Section 8.4) affected by such
      supplemental indenture (voting as one class), the Company, when authorized
      by a
      Resolution of the Company, and the Trustee may from time to time and at any
      time
      enter into an indenture or indentures supplemental hereto (which shall be in
      conformity with the provisions of the Trust Indenture Act as then in effect)
      for
      the purpose of adding any provisions to or changing in any manner or eliminating
      any of the provisions of this Indenture or of any supplemental indenture or
      of
      modifying in any manner the rights of the holders of the Securities of each
      such
      series; provided, however, that no such supplemental indenture shall
      (i) change the fixed Maturity of any Securities, or reduce the rate or
      extend the time of payment of any interest thereon or on any overdue principal
      amount or reduce the principal amount thereof, or change the provisions pursuant
      to which the rate of interest on any Security is determined if such change
      could
      reduce the rate of interest thereon, or reduce the minimum rate of interest
      thereon, or reduce any amount payable upon any redemption thereof, or adversely
      affect any right to convert the Securities in accordance therewith, or reduce
      the amount to be paid at Maturity or upon redemption in Capital Stock or make
      the principal thereof or any interest thereon or on any overdue principal amount
      payable in any coin or currency other than that provided in the Security without
      the consent of the holder of each Security so affected, (ii) reduce the
      aforesaid 

     

    


     

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    percentage
      of Securities, the holders of which are required to consent to any such
      supplemental indenture without the consent of the holders of all Securities
      then
      outstanding, (iii) modify any of the provisions of this Section,
      Section 4.7 or Section 6.6, except to increase any such percentage or
      to provide that certain other provisions of this Indenture cannot be modified
      or
      waived without the consent of the holders of all Securities then outstanding
      or
      (iv) modify the provisions of Article Fourteen with respect to the
      subordination of outstanding Securities of any series in a manner adverse to
      the
      holders thereof without the consent of the holder of each Security so affected;
      provided, however, that, in the case of the Securities of a series issued to
      a
      DRI Trust, so long as any of the corresponding series of Preferred Securities
      issued by such DRI Trust remains outstanding, (i) no such amendment shall
      be made that adversely affects the holders of such Preferred Securities in
      any
      material respect, and no termination of this Indenture shall occur, and no
      waiver of any Event of Default with respect to such series or compliance with
      any covenant with respect to such series under this Indenture shall be
      effective, without the prior consent of the holders of at least a majority
      of
      the aggregate liquidation amount of such Preferred Securities then outstanding
      unless and until the principal (and premium, if any) of the Securities of such
      series and all accrued and unpaid interest (including any Additional Interest)
      thereon have been paid in full; and (ii) no amendment shall be made to
      Section 6.5 of this Indenture that would impair the rights of the holders
      of such Preferred Securities provided therein or to this Indenture that requires
      the consent of each holder of the Securities of such series without the prior
      consent of each holder of such Preferred Securities then outstanding unless
      and
      until the principal (and premium, if any) of the Securities of such series
      and
      all accrued and unpaid interest (including any Additional Interest) thereon
      have
      been paid in full. 

     

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

     

    Upon
      the
      request of the Company, accompanied by a copy of a Resolution of the Company
      certified by the Corporate Secretary or an Assistant Corporate Secretary of
      the
      Company authorizing the execution of any such supplemental indenture, and upon
      the filing with the Trustee of evidence of the consent of Securityholders as
      aforesaid, the Trustee shall join with the Company in the execution of such
      supplemental indenture unless such supplemental indenture affects the Trustee’s
      own rights, duties or immunities under this Indenture or otherwise, in which
      case the Trustee may in its discretion, but shall not be obligated to, enter
      into such supplemental indenture. 

     

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

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Company shall mail a notice
      to
      the holders of Securities of each series so affected, setting forth in general
      terms the substance of such supplemental indenture. Any failure of the Company
      to mail such notice, or any defect therein, shall not, however, in any way
      impair or affect the validity of any such supplemental indenture. 

    


    


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    10.3 Effect
      of Supplemental Indentures.
      Upon
      the execution of any supplemental indenture pursuant to the provisions of this
      Article, this Indenture shall be and be deemed to be modified and amended in
      accordance therewith and the respective rights, limitations of rights,
      obligations, duties and immunities under this Indenture of the Trustee, the
      Company and the holders of Securities shall thereafter be determined, exercised
      and enforced hereunder subject in all respects to such modifications and
      amendments, and all the terms and conditions of any such supplemental indenture
      shall be and be deemed to be part of the terms and conditions of this Indenture
      for any and all purposes. 

     

    The
      Trustee shall be entitled to receive, and subject to the provisions of
      Section 7.1 shall be entitled to rely upon, an Opinion of Counsel as
      conclusive evidence that any such supplemental indenture complies with the
      provisions of this Article. 

     

    10.4 Securities
      May Bear Notation of Changes by Supplemental Indentures.
      Securities authenticated and delivered after the execution of any supplemental
      indenture pursuant to the provisions of this Article, or after any action taken
      at a Securityholders’ meeting pursuant to Article Nine, may bear a notation in
      form approved by the Trustee as to any matter provided for in such supplemental
      indenture or as to any action taken at any such meeting. If the Company or
      the
      Trustee shall so determine, new Securities so modified as to conform, in the
      opinion of the Trustee and the Board of Directors of the Company, to any
      modification of this Indenture contained in any such supplemental indenture
      may
      be prepared by the Company, authenticated by the Trustee and delivered in
      exchange for the Securities then outstanding. 

     

    10.5 Revocation
      and Effect of Consents.
      Subject
      to Section 8.5, until an amendment, supplement, waiver or other action
      becomes effective, a consent to it by a Securityholder of a Security is a
      continuing consent conclusive and binding upon such Securityholder and every
      subsequent Securityholder of the same Security or portion thereof, and of any
      Security issued upon the registration of transfer thereof or in exchange
      therefor or in place thereof, even if notation of the consent is not made on
      any
      such Security. 

     

    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Securityholders entitled to consent to any amendment, supplement
      or waiver. If a record date is fixed, then, notwithstanding the preceding
      paragraph, those Persons who were Securityholders at such record date (or their
      duly designated proxies), and only such Persons, shall be entitled to consent
      or
      revoke such consent to such amendment, supplement or waiver, whether or not
      such
      Persons continue to be Securityholders after such record date. No such consent
      shall be valid or effective for more than 180 days after such record date.
      

     

    After
      an
      amendment, supplement, waiver or other action becomes effective, it shall bind
      every Securityholder. 

     

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

    


    


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    ARTICLE
      XI 

    CONSOLIDATION,
      MERGER, SALE OR CONVEYANCE 

     

    11.1 Company
      May Consolidate, etc., on Certain Terms.
      The
      Company covenants that it will not merge or consolidate with any other
      corporation or sell or convey all or substantially all of its assets to any
      Person unless (i) either the Company shall be the continuing corporation,
      or the successor corporation (if other than the Company) shall be a corporation
      organized and existing under the laws of the United States of America or a
      State
      thereof or the District of Columbia and such corporation shall expressly assume
      the due and punctual payment of the principal of and interest on all the
      Securities, according to their tenor, 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 in form satisfactory to
      the
      Trustee, executed and delivered to the Trustee by such corporation,
      (ii) the Company or such successor corporation, as the case may be, shall
      not, immediately after such merger or consolidation, or such sale or conveyance,
      be in default in the performance of any such covenant or condition, and
      (iii) in the case of Securities of a series issued to a DRI Trust, such
      consolidation, merger, sale or conveyance is permitted under the relevant Trust
      Agreement and DRI Guarantee and does not give rise to any breach or violation
      of
      such Trust Agreement or DRI Guarantee. 

     

    11.2 Successor
      Corporation Substituted.
      Upon
      any consolidation or merger by the Company with or into any other corporation,
      or any sale or conveyance by the Company of all or substantially all of its
      assets to any Person in accordance with Section 11.1, the successor
      corporation formed by such consolidation or into which the Company is merged
      or
      to which such sale or conveyance is made shall succeed to, and be substituted
      for, and may exercise every right and power of, the Company under this Indenture
      with the same effect as if such successor corporation had been named as the
      Company herein; and in the event of any such sale or conveyance, the Company
      (which term shall for this purpose mean the Person named as the “Company” in the
      first paragraph of this Indenture or any successor corporation which shall
      theretofore become such in the manner described in Section 11.1) shall be
      discharged from all obligations and covenants under this Indenture and the
      Securities and may be dissolved and liquidated. Such successor corporation
      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 delivered to the Trustee; and upon the order
      of
      such successor corporation, 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, and
      any
      Securities which such successor corporation thereafter shall cause to be signed
      and delivered to the Trustee. 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. 

    


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    In
      case
      of any such consolidation, merger, sale 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. 

     

    11.3 Opinion
      of Counsel to Trustee.
      The
      Trustee shall be entitled to receive, and subject to the provisions of
      Section 7.1 shall be entitled to rely upon, an Opinion of Counsel as
      conclusive evidence that any such consolidation, merger, sale or conveyance
      and
      any such assumption, complies with the provisions of this Article and that
      all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with. 

     

    ARTICLE
      XII 

    SATISFACTION
      AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS 

     

    12.1 Satisfaction
      and Discharge of Indenture.
      If
      (a) the Company shall deliver to the Trustee for cancellation all
      Securities of any series theretofore authenticated (other than any Securities
      of
      such series which shall have been destroyed, lost or stolen and which shall
      have
      been replaced or paid as provided in Section 2.7) and not theretofore
      canceled, or (b) all the Securities of such series not theretofore canceled
      or delivered to the Trustee for cancellation shall have become due and payable,
      or are by their terms to become due and payable within one year or are to be
      called for redemption within one year under arrangements satisfactory to the
      Trustee for the giving of notice of redemption, and the Company shall deposit
      with the Trustee as trust funds the entire amount sufficient to pay at Maturity
      or upon redemption all of such Securities not theretofore canceled or delivered
      to the Trustee for cancellation, including principal and any interest due or
      to
      become due to such date of Maturity or redemption date, as the case may be,
      and
      if in either case the Company shall also pay or cause to be paid all other
      sums
      payable hereunder by the Company with respect to Securities of such series,
      then
      this Indenture shall cease to be of further effect with respect to Securities
      of
      such series, (except as to (i) remaining rights of registration of
      transfer, conversion, substitution and exchange and the Company’s right of
      optional redemption of Securities of such series, (ii) rights hereunder of
      holders to receive payments of principal of, and any interest on, the Securities
      of such series, and other rights, duties and obligations of the holders of
      Securities of such series as beneficiaries hereof with respect to the amounts,
      if any, so deposited with the Trustee, and (iii) the rights, obligations
      and immunities of the Trustee hereunder), and the Trustee, on demand of the
      Company, and at the cost and expense of the Company, shall execute proper
      instruments acknowledging satisfaction of and discharging this Indenture with
      respect to the Securities of such series. The Company hereby agrees to
      compensate the Trustee for any services thereafter reasonably and properly
      rendered and to reimburse the Trustee for any costs or expenses theretofore
      and
      thereafter reasonably and properly incurred by the Trustee in connection with
      this Indenture or the Securities of such series. 

     

    Notwithstanding
      the satisfaction and discharge of this Indenture with respect to the Securities
      of any or all series, the obligations of the Company to the Trustee under
      Section 7.6 shall survive. 

    


    


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    12.2
      Application by Trustee of Funds Deposited for Payment of
      Securities.
      Subject
      to Section 12.4, all moneys deposited with the Trustee pursuant to
      Section 12.1 shall be held in trust and applied by it to the payment,
      either directly or through any Paying Agent (including the Company acting as
      its
      own Paying Agent), to the holders of the particular Securities of such series,
      for the payment or redemption of which such moneys have been deposited with
      the
      Trustee, of all sums due and to become due thereon for principal and interest.
      

     

    12.3 Repayment
      of Moneys Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      Securities of any series, all moneys with respect to Securities of such series
      then held by any Paying Agent under the provisions of this Indenture shall,
      upon
      demand of the Company, be paid to the Trustee and thereupon such Paying Agent
      shall be released from all further liability with respect to such moneys.


     

    12.4 Repayment
      of Moneys Held by Trustee.
      Any
      moneys deposited with the Trustee or any Paying Agent for the payment of the
      principal of or any interest on any Securities of any series and not applied
      but
      remaining unclaimed by the holders of Securities of such series for two years
      after the date upon which such payment shall have become due and payable, shall,
      at the request of the Company, be repaid to the Company by the Trustee or by
      such Paying Agent; and the holder of any of the Securities of such series
      entitled to receive such payment shall thereafter look only to the Company
      for
      the payment thereof; 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 a week for two successive weeks (in each
      case
      on any day of the week) in an Authorized Newspaper, or mailed to the registered
      holders thereof, a notice that said moneys have not been so applied and that
      after a date named therein any unclaimed balance of said money then remaining
      will be returned to the Company. 

     

    12.5 Defeasance
      and Covenant Defeasance.
      

     

    (a)
      Unless, pursuant to Section 2.1, either or both of (i) defeasance of
      the Securities of or within a series under clause (b) of this
      Section 12.5 or (ii) covenant defeasance of the Securities of or
      within a series under clause (c) of this Section 12.5 shall not be
      applicable with respect to the Securities of such series, then such provisions,
      together with the other provisions of this Section 12.5 (with such
      modifications thereto as may be specified pursuant to Section 2.1 with
      respect to any Securities), shall be applicable to such Securities, and the
      Company may at its option by Resolution of the Company, at any time, with
      respect to such Securities, elect to have Section 12.5(b) or
      Section 12.5(c) be applied to such outstanding Securities upon compliance
      with the conditions set forth below in this Section 12.5. 

     

    (b)
      Upon
      the Company’s exercise of the above option applicable to this
      Section 12.5(b) 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 on the date the conditions set forth
      in
      clause (d) of this Section 12.5 are satisfied (hereinafter,


     

    


     

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    “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, which shall thereafter be deemed to be “outstanding” only for the
      purposes of clause (e) of this Section 12.5 and the other Sections of
      this Indenture referred to in clauses (i) and (ii) below, and to have
      satisfied all of its other obligations under such Securities and this Indenture
      insofar as such Securities are concerned (and the Trustee, at the expense of
      the
      Company , shall execute proper instruments acknowledging the same), except
      for
      the following which shall survive until otherwise terminated or discharged
      hereunder: (i) the rights of holders of such outstanding Securities to
      receive, solely from the trust fund described in clause (d) of this
      Section 12.5 and as more fully set forth in such Section, payments in
      respect of the principal of (and premium, if any) and interest, if any, on,
      and
      Additional Interest, if any, with respect to, such Securities when such payments
      are due, and any rights of such holder to convert or exchange such Securities
      into Capital Stock or other securities, (ii) the obligations of the Company
      and the Trustee with respect to such Securities under Sections 2.5, 2.7, 4.2
      and
      12.4, with respect to the payment of Additional Interest, if any, on such
      Securities (but only to the extent that the Additional Interest payable with
      respect to such Securities exceeds the amount deposited in respect of such
      Additional Interest pursuant to Section 12.5(d)(i) below), and with respect
      to any rights to convert or exchange such Securities into Capital Stock or
      other
      securities, (iii) the rights, powers, trusts, duties and immunities of the
      Trustee hereunder (including under Section 7.6) and (iv) this
      Section 12.5. The Company may exercise its option under this
      Section 12.5(b) notwithstanding the prior exercise of its option under
      clause (c) of this Section 12.5 with respect to such Securities.


     

    (c)
      Upon
      the Company’s exercise of the above option applicable to this
      Section 12.5(c) with respect to any Securities of or within a series, the
      Company shall be released from any covenant applicable to such Securities
      specified pursuant to Section 2.1(t), with respect to such outstanding
      Securities on and after the date the conditions set forth in clause (d) of
      this Section 12.5 are satisfied (hereinafter, “covenant defeasance”), and
      such Securities 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 any such 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, 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 covenant,
      whether directly or indirectly, by reason of any reference elsewhere herein
      to
      any such covenant or by reason of reference in any such 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 6.1(c) or
      otherwise, as the case may be, but, except as specified above, the remainder
      of
      this Indenture and such Securities shall be unaffected thereby. 

     

    (d)
      The
      following shall be the conditions to application of clause (b) or
      (c) of this Section 12.5 to any outstanding Securities of or within a
      series: 

     

    (i)
      The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee satisfying the requirements of Section 7.9 who
      shall agree to comply with the provisions of this Section 12.5 applicable
      to it) as trust funds in trust for the purpose of making the following payments,
      

     

    


     

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    specifically
      pledged as security for, and dedicated solely to, the benefit of the holders
      of
      such Securities, (1) an amount in Dollars or in such Foreign Currency in
      which such Securities are then specified as payable at Stated Maturity, or
      (2) Government Obligations applicable to such Securities (determined on the
      basis of the Currency in which such Securities 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, if
      any)
      and interest, if any, on such Securities, money in an amount, or (3) a
      combination thereof, in any case, 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 (or other qualifying trustee) to
      pay
      and discharge, (y) the principal of (and premium, if any) and interest, if
      any, on, and, to the extent that such Securities provide for the payment of
      Additional Interest thereon and the amount of any such Additional Interest
      is at
      the time of deposit reasonably determinable by the Company (in the exercise
      by
      the Company of its sole and absolute discretion), any Additional Interest with
      respect to, such outstanding Securities to and including the Stated Maturity
      of
      such principal or installment of principal or interest or the redemption date
      established pursuant to clause (iv) below, if any, and (z) any
      mandatory sinking fund payments or analogous payments applicable to such
      outstanding Securities on the day on which such payments are due and payable
      in
      accordance with the terms of this Indenture and of such Securities.


     

    (ii)
      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.


     

    (iii)
      Solely in the case of an election under clause (b) of this
      Section 12.5, 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
      shall have occurred and be continuing on the date of such deposit and, with
      respect to defeasance only, 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). 

     

    (iv)
      If
      the Securities are to be redeemed prior to Stated Maturity (other than from
      mandatory sinking fund payments or analogous payments), notice of such
      redemption shall have been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee shall have been made. 

     

    


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    (v)
      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
      or covenant defeasance under clause (b) or (c) of this
      Section 12.5 (as the case may be) have been complied with. 

     

    (vi)
      Notwithstanding any other provisions of this Section 12.5(d), 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 2.1.


     

    (e)
      Subject to the provisions of Section 7.5, all money and Government
      Obligations (or other property as may be provided pursuant to Section 2.1)
      (including the proceeds thereof) deposited with the Trustee (or other qualifying
      trustee, collectively for purposes of this Section 12.5(d), the “Trustee”)
      pursuant to clause (d) of Section 12.5 in respect of any outstanding
      Securities of any series shall be held in trust and applied by the Trustee,
      in
      accordance with the provisions of such Securities and this Indenture, to the
      payment, either directly or through any Paying Agent (including the Company
      acting as its own Paying Agent) as the Trustee may determine, to the holders
      of
      such Securities of all sums due and to become due thereon in respect of
      principal (and premium, if any) and interest and Additional Interest, if any,
      but such money need not be segregated from other funds except to the extent
      required by law. 

     

    Unless
      otherwise specified in or pursuant to this Indenture or any Securities, if,
      after a deposit referred to in Section 12.5(d)(i) 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 2.1 or the terms of such
      Security to receive payment in a Currency other than that in which the deposit
      pursuant to Section 12.5(d)(i) has been made in respect of such Security,
      or (b) a Conversion Event occurs in respect of the Foreign Currency in
      which the deposit pursuant to Section 12.5(d)(i) has been made, the
      indebtedness represented by such Security shall be deemed to have been, and
      will
      be, fully discharged and satisfied through the payment of the principal of
      (and
      premium, if any), and interest, if any, on, and Additional Interest, if any,
      with respect to, such Security as the same becomes due 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 in which such Security becomes payable as a result
      of
      such election or Conversion Event based on (x) in the case of payments made
      pursuant to clause (a) above, the applicable market exchange rate for such
      Currency in effect on the second Business Day prior to each payment date, or
      (y) with respect to a Conversion Event, the applicable market exchange rate
      for such Foreign Currency 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 this Section 12.5 or the principal or 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. 

     

    


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    Anything
      in this Section 12.5 to the contrary notwithstanding, the Trustee shall
      deliver or pay to the Company from time to time upon request by the Company
      any
      money or Government Obligations (or other property and any proceeds therefrom)
      held by it as provided in clause (d) of this Section 12.5 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 Section 12.5. 

     

    Any
      trustee appointed pursuant to Section 12.5(d)(i) for the purpose of holding
      money or Government Obligations deposited pursuant to that Subsection shall
      be
      appointed under an agreement in form acceptable to the Trustee and shall provide
      to the Trustee a certificate of such trustee, upon which certificate the Trustee
      shall be entitled to conclusively rely, that all conditions precedent provided
      for herein to the related defeasance or covenant defeasance have been complied
      with. In no event shall the Trustee be liable for any acts or omissions of
      said
      trustee. 

     

    If
      the
      Trustee (or other qualifying trustee) is unable to apply any money or Government
      Obligations in accordance with Section 12.2 or 12.5, as applicable, by
      reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, the Company’s
      obligations under this Indenture and the Securities shall be revived and
      reinstated as though no deposit had occurred pursuant to Section 12.1 or
      12.5 until such time as the Trustee (or other qualifying trustee) is permitted
      to apply all such money or Government Obligations in accordance with
      Section 12.2 or 12.5, as applicable; provided, however, that if the Company
      has made any payment of principal of or any premium or interest on any
      Securities because of the reinstatement of its obligations, the Company shall
      be
      subrogated to the rights of the holders of such Securities to receive such
      payment from the money or Government Obligations held by the Trustee (or other
      qualifying trustee). 

     

    ARTICLE
      XIII 

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES


     

    13.1 Incorporators,
      Stockholders, Officers, Directors and Employees of Company Exempt from
      Individual Liability.
      No
      recourse under or upon any obligation, covenant or agreement of this Indenture,
      or of any Security, or for any claim based thereon or otherwise in respect
      thereof, shall be had against any incorporator, stockholder, officer, director
      or employee, as such, past, present or future, of the Company or of any
      successor corporation, either directly or through the Company, whether by virtue
      of any constitution, statute or rule of law, or by the enforcement of any
      assessment or penalty or otherwise, it being expressly understood that this
      Indenture and the obligations issued hereunder are solely corporate obligations,
      and that no personal liability whatever shall attach to, or is or shall be
      incurred by, the incorporators, stockholders, officers, directors or employees,
      as such, of the Company or any successor corporation, or any of them, because
      

     

    


     

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    of
      the
      creation of the indebtedness hereby authorized, or under or by reason of the
      obligations, covenants or agreements contained in this Indenture or in any
      of
      the Securities or implied therefrom; and that any and all such personal
      liability of every name and nature, either at common law or in equity or by
      constitution or statute, of, and any and all such rights and claims against
      every such incorporator, stockholder, officer, director or employee, as such,
      because of the creation of the indebtedness hereby authorized, or under or
      by
      reason of the obligations, covenants or agreements contained in this Indenture
      or in any of the Securities or implied therefrom are hereby expressly waived
      and
      released as a condition of and as a consideration for, the execution of this
      Indenture and the issue of such Securities. 

     

    ARTICLE
      XIV 

    SUBORDINATION
      OF SECURITIES 

     

    14.1 Agreement
      to Subordinate.
      The
      Company, for itself, is successors and assigns, covenants and agrees, and each
      holder of a Security of any series likewise covenants and agrees by his
      acceptance thereof, that the obligation of the Company to make any payment
      on
      account of the principal of and interest on each and all of the Securities
      of
      any series shall be subordinate and junior in right of payment to the Company’s
      obligations to the holders of Priority Indebtedness of the Company.


     

    In
      the
      case of any insolvency, receivership, conservatorship, reorganization,
      readjustment of debt, marshaling of assets and liabilities or similar
      proceedings or any liquidation or winding-up of or relating to the Company
      as a
      whole, whether voluntary or involuntary, all obligations of the Company to
      holders of Priority Indebtedness of the Company shall be entitled to be paid
      in
      full before any payment shall be made on account of the principal of or interest
      on any of the Securities. In the event of any such proceeding, after payment
      in
      full of all sums owing with respect to Priority Indebtedness of the Company,
      the
      holders of the Securities of each series, together with the holders of any
      obligations of the Company ranking on a parity with the Securities, shall be
      entitled to be paid from the remaining assets of the Company the amounts at
      the
      time due and owing on account of unpaid principal of and interest on the
      Securities of any series before any payment or other distribution, whether
      in
      cash, property or otherwise, shall be made on account of any capital stock
      or
      any obligations of the Company ranking junior to the Securities. In addition,
      in
      the event of any such proceeding, if any payment or distribution of assets
      of
      the Company of any kind or character whether in cash, property or securities,
      including any such payment or distribution which may be payable or deliverable
      by reason of the payment of any other indebtedness of the Company being
      subordinated to the payment of the Securities of any series shall be received
      by
      the Trustee or the holders of the Securities of any series before all Priority
      Indebtedness of the Company is paid in full, such payment or distribution shall
      be held in trust for the benefit of and shall be paid over to the holders of
      such Priority Indebtedness of the Company or their representative or
      representatives or to the trustee or trustees under any indenture under which
      any instruments evidencing any of such Priority Indebtedness of the Company
      may
      have been issued, ratably, for application to the payment of all Priority
      Indebtedness of the Company remaining unpaid until all such Priority
      Indebtedness of the Company shall have been paid in full, after giving effect
      to
      any concurrent payment or distribution to the holders of such Priority
      Indebtedness of the Company. The obligations of the Company in respect of the
      Securities of all series shall rank on a parity with any obligations of the
      Company ranking on a parity with the Securities. Nothing in this Article shall
      apply to claims of, or payments to, the Trustee under or pursuant to
      Section 7.6. 

     

    


     

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    The
      subordination provisions of the foregoing paragraph and Section 14.9 shall
      not be applicable to amounts at the time due and owing on the Securities of
      any
      series on account of the unpaid principal of or interest on the Securities
      of
      such series for the payment of which funds have been deposited in trust with
      the
      Trustee or any Paying Agent or have been set aside by the Company in trust
      in
      accordance with the provisions of this Indenture; nor shall such provisions
      impair any rights, interests, or powers of any secured creditor of the Company
      in respect of any security the creation of which is not prohibited by the
      provisions of this Indenture. 

     

    The
      Company shall give written notice to the Trustee within 10 Business Days after
      the occurrence of (i) any insolvency, receivership, conservatorship,
      reorganization, readjustment of debt, marshaling of assets and liabilities
      or
      similar proceedings or any liquidation or winding-up of or relating to the
      Company as a whole, whether voluntary or involuntary, (ii) any Event of
      Default described in 6.1(d) or 6.1(e), or (iii) any event specified in
      Section 14.9. The Trustee, subject to the provisions of Section 7.1,
      shall be entitled to assume that, and may act as if, no such event referred
      to
      in the preceding sentence has occurred unless a Responsible Officer of the
      Trustee assigned to the Trustee’s corporate trust department has received at the
      principal office of the Trustee from the Company or any one or more holders
      of
      Priority Indebtedness of the Company or any trustee or representative therefor
      (who shall have been certified or otherwise established to the satisfaction
      of
      the Trustee to be such a holder or trustee or representative) written notice
      thereof. Upon any distribution of assets of the Company referred to in this
      Article, the Trustee and holders of the Securities of each series shall be
      entitled to rely upon any order or decree of a court of competent jurisdiction
      in which proceedings relating to any event specified in the first sentence
      of
      this paragraph are pending for the purpose of ascertaining the persons entitled
      to participate in such distribution, the holders of the Priority Indebtedness
      of
      the Company, the amount thereof or payable thereon, the amount or amounts paid
      or distributed thereon, and all other facts pertinent thereto or to this
      Article, and the Trustee, subject to the provisions of Article Seven, and the
      holders of the Securities of each series shall be entitled to rely upon a
      certificate of the liquidating trustee or agent or other person making any
      distribution to the Trustee or to the holders of the Securities of each series
      for the purpose of ascertaining the persons entitled to participate in such
      distribution, the holders of the Priority Indebtedness of the Company, the
      amount thereof or payable thereon, the amount or amounts paid or distributed
      thereon and all other facts pertinent thereto or to this Article. In the absence
      of any such liquidating trustee, agent or other person, the Trustee shall be
      entitled to rely upon a written notice by a Person representing himself to
      be a
      holder of Priority Indebtedness of the Company (or a trustee or representative
      on behalf of such holder) as evidence that such Person is a holder of such
      Priority Indebtedness (or is such a trustee or representative). In the event
      that the Trustee determines, in good faith, that further evidence is required
      with respect to the right of any Person, as a holder of Priority Indebtedness
      of
      the Company, to participate in any payment or distribution pursuant to this
      Article, the Trustee may request such Person to furnish evidence to the
      reasonable satisfaction of the Trustee as to the amount of such Priority
      Indebtedness held by such Person, as to the extent to which such Person is
      entitled to participation in such payment or distribution, and as to other
      facts
      pertinent to the rights of such Person under this Article, and if such evidence
      is not furnished, the Trustee may defer any payment to such Person pending
      judicial determination as to the right of such Person to receive such payment.
      

     

    


     

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    14.2 Obligation
      of the Company Unconditional.
      Nothing
      contained in this Article or elsewhere in this Indenture is intended to or
      shall
      impair, as between the Company and the holders of the Securities of each series,
      the obligation of the Company, which is absolute and unconditional, to pay
      to
      such holders the principal of and interest on such Securities of each series
      when, where and as the same shall become due and payable, all in accordance
      with
      the terms of such Securities, or is intended to or shall affect the relative
      rights of such holders and creditors of the Company other than the holders
      of
      the Priority Indebtedness of the Company, nor shall anything herein or therein
      prevent the Trustee or the holder of any Security from exercising all remedies
      otherwise permitted by applicable law upon default under this Indenture, subject
      to the rights, if any, under this Article of the holders of Priority
      Indebtedness of the Company in respect of cash, property, or securities of
      the
      Company received upon the exercise of any such remedy. 

     

    14.3 Limitations
      on Duties to Holders of Priority Indebtedness of the
      Company.
      With
      respect to the holders of Priority Indebtedness of the Company, the Trustee
      undertakes to perform or to observe only such of its covenants and obligations
      as are specifically set forth in this Article, and no implied covenants or
      obligations with respect to the holders of Priority Indebtedness of the Company
      shall be read into this Indenture against the Trustee. The Trustee shall not
      be
      deemed to owe any fiduciary duty to the holders of Priority Indebtedness of
      the
      Company, except with respect to moneys held in trust pursuant to the first
      paragraph of Section 14.1. 

     

    14.4 Notice
      to Trustee of Facts Prohibiting Payment.
      Notwithstanding any of the provisions of this Article or any other provisions
      of
      this Indenture, the Trustee shall not at any time be charged with knowledge
      of
      the existence of any facts which would prohibit the making of any payment of
      moneys to or by the Trustee unless and until a Responsible Officer of the
      Trustee assigned to its corporate trust department shall have received at the
      principal office of the Trustee written notice thereof from the Company or
      from
      one or more holders of Priority Indebtedness of the Company or from any trustee
      therefor or representative thereof who shall have been certified by the Company
      or otherwise established to the reasonable satisfaction of the Trustee to be
      such a holder or trustee or representative; and, prior to the receipt of any
      such written notice, the Trustee, subject to the provisions of Section 7.1,
      shall be entitled in all respects to assume that no such facts exist; provided,
      however, that, if prior to the fifth Business Day preceding the date upon which
      by the terms hereof any such moneys may become payable for any purpose, or
      in
      the event of the execution of an instrument pursuant to Section 12.1 or
      12.5 acknowledging satisfaction and discharge of this Indenture or acknowledging
      a defeasance or in the event of a deposit under Section 12.5(d)(i) with
      respect to a covenant defeasance, then, if prior to the second Business Day
      preceding the date of such execution or deposit, as the case may be, the Trustee
      shall not have received with respect to such moneys or the moneys and/or
      Governmental Obligations deposited pursuant to Section 12.5 the notice
      provided for in this Section, then, anything herein contained to the contrary
      notwithstanding, the Trustee shall have full power and authority to receive
      such
      moneys and/or Governmental Obligations and/or apply the same to the purpose
      for
      which they were received, and shall not be affected by any notice to the
      contrary which may be received by it on or after such date; provided, however,
      no such application shall affect the obligations under this Article of the
      Persons receiving such moneys from the Trustee. 

     

    


     

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    14.5
      Application by Trustee of Moneys Deposited with It.
      Anything in this Indenture to the contrary notwithstanding, any deposit of
      moneys by the Company with the Trustee or any agent (whether or not in trust)
      for any payment of the principal of or interest on any Securities shall, except
      as provided in Section 14.4, be subject to the provisions of
      Section 14.1. 

     

    14.6 Subrogation.
      Subject
      to the payment in full of all Priority Indebtedness of the Company, the holders
      of the Securities of each series shall be subrogated to the rights of the
      holders of such Priority Indebtedness to receive payments or distributions
      of
      assets of the Company applicable to such Priority Indebtedness until the
      Securities shall be paid in full, and none of the payments or distributions
      to
      the holders of such Priority Indebtedness to which the holders of the Securities
      of any series or the Trustee would be entitled except for the provisions of
      this
      Article or of payments over pursuant to the provisions of this Article to the
      holders of such Priority Indebtedness by the holders of such Securities or
      the
      Trustee shall, as among the Company, its creditors other than the holders of
      such Priority Indebtedness, and the holders of such Securities, be deemed to
      be
      a payment by the Company to or on account of such Priority Indebtedness; it
      being understood that the provisions of this Article are and are intended solely
      for the purpose of defining the relative rights of the holders of such
      Securities, on the one hand, and the holders of the Priority Indebtedness of
      the
      Company, on the other hand. 

     

    14.7 Subordination
      Rights Not Impaired by Acts or Omissions of Company or Holders of Priority
      Indebtedness of the Company.
      No
      right of any present or future holders of any Priority Indebtedness of the
      Company to enforce subordination as herein provided shall at any time in any
      way
      be prejudiced or impaired by any act or failure to act on the part of the
      Company or by any act or failure to act, in good faith, by any such holder,
      or
      by any noncompliance by the Company with the terms, provisions and covenants
      of
      this Indenture, regardless of any knowledge thereof with which any such holder
      may have or be otherwise charged. The holders of Priority Indebtedness of the
      Company may, at any time or from time to time and in their absolute discretion,
      change the manner, place or terms of payment, change or extend the time of
      payment of, or renew or alter, any such Priority Indebtedness of the Company,
      or
      amend or supplement any instrument pursuant to which any such Priority
      Indebtedness of the Company is issued or by which it may be secured, or release
      any security therefor, or exercise or refrain from exercising any other of
      their
      rights under the Priority Indebtedness of the Company including, without
      limitation, the waiver of default thereunder, all without notice to or assent
      from the holders of the Securities of each series or the Trustee and without
      affecting the obligations of the Company, the Trustee or the holders of such
      Securities under this Article. 

     

    


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    14.8
      Authorization of Trustee to Effectuate Subordination of
      Securities.
      Each
      holder of a Security of any series, by his acceptance thereof, authorizes and
      expressly directs the Trustee on his behalf to take such action as may be
      necessary or appropriate to effectuate, as between the holders of such
      Securities and the holders of Priority Indebtedness of the Company, the
      subordination provided in this Article. If, in the event of any proceeding
      or
      other action relating to the Company referred to in the second paragraph of
      Section 14.1, a proper claim or proof of debt in the form required in such
      proceeding or action is not filed by or on behalf of the holders of the
      Securities of any series prior to fifteen days before the expiration of the
      time
      to file such claim or claims, then the holder or holders of Priority
      Indebtedness of the Company shall have the right to file and are hereby
      authorized to file an appropriate claim for and on behalf of the holders of
      such
      Securities. 

     

    14.9 No
      Payment when Priority Indebtedness in Default.
      In the
      event and during the continuation of any default in the payment of principal
      of
      or interest on any Priority Indebtedness, or in the event that any event of
      default with respect to any Priority Indebtedness shall have occurred and be
      continuing and shall have resulted in such Priority Indebtedness becoming or
      being declared due and payable prior to the date on which it would otherwise
      have become due and payable, unless and until such event of default shall have
      been cured, waived or remedied or shall have ceased to exist and such
      acceleration shall have been rescinded or annulled or all amounts due on such
      Priority Indebtedness are paid in full in cash or other permitted consideration,
      or in the event any judicial proceeding shall be pending with respect to any
      such default in payment or such event or default (unless and until all amounts
      due on such Priority Indebtedness are paid in full in cash or other permitted
      consideration), then no payment or distribution of any kind or character,
      whether in cash, properties or securities shall be made by the Company on
      account of principal of (or premium, if any) or interest (including any
      Additional Interest) if any, on the Securities or on account of the purchase
      or
      other acquisition of Securities by the Company or any Subsidiary. 

     

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

     

    14.10 Right
      of Trustee to Hold Priority Indebtedness of the Company.
      The
      Trustee shall be entitled to all of the rights set forth in this Article in
      respect of any Priority Indebtedness of the Company at any time held by it
      in
      its individual capacity to the same extent as any other holder of such Priority
      Indebtedness, and nothing in this Indenture shall be construed to deprive the
      Trustee of any of its rights as such holder. 

     

    14.11 Article
      Fourteen Not to Prevent Defaults.
      The
      failure of the Company to make a payment pursuant to the terms of Securities
      of
      any series by reason of any provision in this Article shall not be construed
      as
      preventing the occurrence of an Event of Default under this Indenture.


    


    


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    ARTICLE
      XV

    MISCELLANEOUS
      PROVISIONS 

     

    15.1 Successors
      and Assigns of Company Bound by Indenture.
      All the
      covenants, stipulations, promises and agreements in this Indenture contained
      by
      or in behalf of the Company shall bind its successors and assigns, whether
      so
      expressed or not. 

     

    15.2 Acts
      of Board, Committee or Officer of Successor Corporation
      Valid.
      Any act
      or proceeding by any provision of this Indenture authorized or required to
      be
      done or performed by any board, committee or officer or officers of the Company
      shall and may be done and performed with like force and effect by the like
      board, committee or officer or officers of any corporation that shall at the
      time be the lawful sole successor of the Company. 

     

    15.3 Required
      Notices or Demands may be Served by Mail.
      Any
      notice or demand which by any provisions of this Indenture is required or
      permitted to be given or served by the Trustee, by the holders of Securities
      or
      by the holders of Preferred Securities to or on the Company may be given or
      served by registered mail postage prepaid addressed (until another address
      is
      filed by the Company with the Trustee for such purpose), as follows: Dominion
      Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention:
      Treasurer. Any notice, direction, request, demand, consent or waiver by the
      Company, by any Securityholder or by any holder of a Preferred Security to
      or
      upon the Trustee shall be deemed to have been sufficiently given, made or filed,
      for all purposes, if given, made or filed in writing at the principal corporate
      trust office of the Trustee, 4 New York Plaza, New York, New York 10004
      Attention: Worldwide Securities Services. 

     

    15.4 Officers’
      Certificate and Opinion of Counsel to be Furnished upon Applications or Demands
      by the Company.
      Except
      as otherwise expressly provided in this Indenture, 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 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 or any
      of
      them is specifically required by any provision of this Indenture relating to
      such particular application or request, no additional certificate or opinion
      need be furnished. 

     

    15.5 Payments
      Due on Saturdays, Sundays, and Holidays.
      In any
      case where the date of payment of interest on or principal of the Securities
      of
      any series or the date fixed for any redemption of any Security of any series
      shall not be a Business Day, then payment of interest or principal need not
      be
      made on such date, but shall be made on the next succeeding Business Day with
      the same force and effect as if made on the date fixed for the payment of
      interest on or principal of the Security or the date fixed for any redemption
      of
      any Security of such series, and no additional interest shall accrue for the
      period after such date and before payment. 

     

    


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    15.6 Provisions
      Required by Trust Indenture Act to Control.
      If and
      to the extent that any provision of this Indenture limits, qualifies or
      conflicts with another provision included in this Indenture which is required
      to
      be included in this Indenture by any of Sections 310 to 317, inclusive, of
      the
      Trust Indenture Act through operation of Section 318 thereof, such required
      provision shall control. 

     

    15.7 Indenture
      and Securities to be Construed in Accordance with the Laws of the State of
      New
      York.
      This
      Indenture and each Security shall be governed by the laws of the State of New
      York, and for all purposes shall be construed in accordance with the laws of
      said State (without regard to conflicts of laws principles thereof).


     

    15.8 Provisions
      of the Indenture and Securities for the Sole Benefit of the Parties and the
      Securityholders.
      Nothing
      in this Indenture or in the Securities, expressed or implied, shall give or
      be
      construed to give any person, firm or corporation, other than the parties
      hereto, their successors and assigns, the holders of the Securities, and the
      holders of any Priority Indebtedness of the Company, any legal or equitable
      right, remedy or claim under or in respect of this Indenture, or under any
      covenant, condition and provision herein contained; all its covenants,
      conditions and provisions being for the sole benefit of the parties hereto
      and
      their successors and assigns and of the holders of the Securities and, to the
      extent expressly provided in Sections 4.9, 6.1, 6.5, 6.6, 9.7, 10.1 and 10.2,
      the holders of Preferred Securities. 

     

    15.9 Indenture
      may be Executed in Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which shall
      be
      an original; but such counterparts shall together constitute but one and the
      same instrument. 

     

    15.10 Securities
      in Foreign Currencies.
      Whenever this Indenture provides for any action by, or any distribution to,
      holders of Securities denominated in United States dollars and in any other
      currency, in the absence of any provision to the contrary in the form of
      Security of any particular series, the relative amount in respect of any
      Security denominated in a currency other than United States dollars shall be
      treated for any such action or distribution as that amount of United States
      dollars that could be obtained for such amount on such reasonable basis of
      exchange and as of such date as the Company may specify in a written notice
      to
      the Trustee. 

     

    15.11 Table
      of Contents, Headings, etc.
      The
      Table of Contents and the titles and headings of the articles and sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part hereof, and shall in no way modify or restrict any of
      the
      terms or provisions hereof. 

     

    JPMorgan
      Chase Bank, N.A., the party of the second part, hereby accepts the trusts in
      this Indenture declared and provided, upon the terms and conditions, hereinabove
      set forth. 

     

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    IN
      WITNESS WHEREOF, DOMINION RESOURCES, INC., the party of the first part, has
      caused this Indenture to be signed and acknowledged by its Senior Vice
      President, and JPMORGAN CHASE BANK, N.A., the party of the second part, has
      caused this Indenture to be signed and acknowledged by its
      __________________________________, all as of the day and year first written
      above. 

     

    
      	
               

              DOMINION
                RESOURCES, INC.

            
	 	 
	
              By:

            	
              /s/G.
                Scott Hetzer

            
	
              Name:

            	
              G.
                Scott Hetzer

            
	
              Title:

            	
              Senior
                Vice President and Treasurer

            


    

    


    
      	
               

              JPMORGAN
                CHASE BANK, N.A., as trustee

            
	 	 
	
              By:

            	
              /s/L.
                O’Brien

            
	
              Name:

            	
              L.
                O’Brien

            
	
              Title:

            	
              Vice
                President

            


    

     

    


    


    75