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Exhibit 4.1    
  


PRUDENTIAL FINANCIAL, INC.  


 TO  


 JPMORGAN CHASE BANK

Trustee  




INDENTURE  


 Dated as of [    ]


SENIOR
DEBT SECURITIES 







Prudential Financial, Inc.

Reconciliation and tie between Trust Indenture Act of 1939, as amended,

and Indenture, dated as of [    ]  



	Trust Indenture Act Section
 
	 	 
	 	Indenture Section

	§ 310	(a)(1)	 	 	609
	 	(a)(2)	 	 	609
	 	(a)(3)	 	 	Not Applicable
	 	(a)(4)	 	 	Not Applicable
	 	(b)	 	 	608
	 	 	 	 	610
	§ 311	(a)	 	 	613
	 	(b)	 	 	613
	§ 312	(a)	 	 	701
	 	 	 	 	702(a)
	 	(b)	 	 	702(b)
	 	(c)	 	 	702(a)
	§ 313	(a)	 	 	703(a)
	 	(b)	 	 	703(a), 703(b)
	 	(c)	 	 	703(a)
	 	(d)	 	 	703(b)
	§ 314	(a)	 	 	704
	 	(b)	 	 	Not Applicable
	 	(c)(1)	 	 	102
	 	(c)(2)	 	 	102
	 	(c)(3)	 	 	Not Applicable
	 	(d)	 	 	Not Applicable
	 	(e)	 	 	102
	§ 315	(a)	 	 	601
	 	(b)	 	 	602
	 	(c)	 	 	601
	 	(d)	 	 	601
	 	(e)	 	 	514
	§ 316	(a)	 	 	101
	 	(a)(1)(A)	 	 	502
	 	 	 	 	512
	 	(a)(1)(B)	 	 	513
	 	(a)(2)	 	 	Not Applicable
	 	(b)	 	 	508
	§ 317	(a)(1)	 	 	503
	 	(a)(2)	 	 	504
	 	(b)	 	 	1003
	§ 318	(a)	 	 	107






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





 
TABLE OF CONTENTS  






	 
	 	Page

	PARTIES	 	1
	RECITALS	 	1
	

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	

Section 101.    Definitions.	
 	

1
	 	Act	 	1
	 	Affiliate	 	1
	 	Authenticating Agent	 	1
	 	Board of Directors	 	1
	 	Board Resolution	 	1
	 	Business Day	 	2
	 	Commission	 	2
	 	Company	 	2
	 	Company Request	 	2
	 	Company Order	 	2
	 	Corporate Trust Office	 	2
	 	corporation	 	2
	 	Covenant Defeasance	 	2
	 	Defaulted Interest	 	2
	 	Defeasance	 	2
	 	Depositary	 	2
	 	Designated Subsidiary	 	2
	 	Encumbrance	 	2
	 	Event of Default	 	2
	 	Exchange Act	 	2
	 	Expiration Date	 	2
	 	Global Security	 	2
	 	Holder	 	2
	 	Indenture	 	2
	 	interest	 	2
	 	Interest Payment Date	 	2
	 	Investment Company Act	 	2
	 	Maturity	 	3
	 	Notice of Default	 	3
	 	Officers' Certificate	 	3
	 	Opinion of Counsel	 	3
	 	Original Issue Discount Security	 	3
	 	Outstanding	 	3
	 	Paying Agent	 	4
	 	Person	 	4
	 	Place of Payment	 	4
	 	Predecessor Security	 	4
	 	Redemption Date	 	4
	 	Redemption Price	 	4
	 	Regular Record Date	 	4
	 	Responsible Officer	 	4
	 	Securities	 	4
	 	Securities Act	 	4
	 	Security Register	 	4
	 	Security Registrar	 	4
	 	Special Record Date	 	4
	 	Stated Maturity	 	5



i





 

	 	Subsidiary	 	5
	 	Trust Indenture Act	 	5
	 	Trustee	 	5
	 	U.S. Government Obligations	 	5
	 	Vice President	 	5
	Section 102.    Compliance Certificates and Opinions.	 	5
	Section 103.    Form of Documents Delivered to Trustee.	 	5
	Section 104.    Acts of Holders; Record Dates.	 	6
	Section 105.    Notices, Etc., to Trustee and Company.	 	7
	Section 106.    Notice to Holders; Waiver.	 	8
	Section 107.    Conflict with Trust Indenture Act.	 	8
	Section 108.    Effect of Headings and Table of Contents.	 	8
	Section 109.    Successors and Assigns.	 	8
	Section 110.    Separability Clause.	 	8
	Section 111.    Benefits of Indenture.	 	8
	Section 112.    Governing Law.	 	8
	Section 113.    Legal Holidays.	 	8
	

ARTICLE TWO

SECURITY FORMS
	

Section 201.    Forms Generally.	
 	

8
	Section 202.    Form of Face of Security.	 	9
	Section 203.    Form of Reverse of Security.	 	11
	Section 204.    Form of Legend for Global Securities.	 	13
	Section 205.    Form of Trustee's Certificate of Authentication.	 	14
	

ARTICLE THREE

THE SECURITIES
	

Section 301.    Amount Unlimited; Issuable in Series.	
 	

14
	Section 302.    Denominations.	 	16
	Section 303.    Execution, Authentication, Delivery and Dating.	 	16
	Section 304.    Temporary Securities.	 	17
	Section 305.    Registration, Registration of Transfer and Exchange.	 	17
	Section 306.    Mutilated, Destroyed, Lost and Stolen Securities.	 	18
	Section 307.    Payment of Interest; Interest Rights Preserved.	 	19
	Section 308.    Persons Deemed Owners.	 	20
	Section 309.    Cancellation.	 	20
	Section 310.    Computation of Interest.	 	20
	

ARTICLE FOUR

SATISFACTION AND DISCHARGE
	

Section 401.    Satisfaction and Discharge of Indenture.	
 	

20
	Section 402.    Application of Trust Money.	 	21
	

ARTICLE FIVE

REMEDIES
	Section 501.    Events of Default.	 	21
	Section 502.    Acceleration of Maturity; Rescission and Annulment.	 	22
	Section 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.	 	23
	Section 504.    Trustee May File Proofs of Claim.	 	23
	Section 505.    Trustee May Enforce Claims Without Possession of Securities.	 	24
	Section 506.    Application of Money Collected.	 	24
	Section 507.    Limitation on Suits.	 	24
	Section 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	25
	Section 509.    Restoration of Rights and Remedies.	 	25
	Section 510.    Rights and Remedies Cumulative.	 	25
	Section 511.    Delay or Omission Not Waiver.	 	25
	Section 512.    Control by Holders.	 	25



ii





 

	Section 513.    Waiver of Past Defaults.	 	26
	Section 514.    Undertaking for Costs.	 	26
	Section 515.    Waiver of Stay or Extension Laws.	 	26
	

ARTICLE SIX

THE TRUSTEE
	

Section 601.    Certain Duties and Responsibilities.	
 	

26
	Section 602.    Notice of Defaults.	 	26
	Section 603.    Certain Rights of Trustee.	 	27
	Section 604.    Not Responsible for Recitals or Issuance of Securities.	 	27
	Section 605.    May Hold Securities.	 	27
	Section 606.    Money Held in Trust.	 	27
	Section 607.    Compensation and Reimbursement.	 	28
	Section 608.    Disqualification; Conflicting Interests.	 	28
	Section 609.    Corporate Trustee Required; Eligibility.	 	28
	Section 610.    Resignation and Removal; Appointment of Successor.	 	28
	Section 611.    Acceptance of Appointment by Successor.	 	29
	Section 612.    Merger, Conversion, Consolidation or Succession to Business.	 	30
	Section 613.    Preferential Collection of Claims Against Company.	 	30
	Section 614.    Appointment of Authenticating Agent.	 	30
	

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
	

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

31
	Section 702.    Preservation of Information; Communications to Holders.	 	31
	Section 703.    Reports by Trustee.	 	32
	Section 704.    Reports by Company.	 	32
	

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	

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

32
	Section 802.    Successor Person Substituted.	 	33
	

ARTICLE NINE

SUPPLEMENTAL INDENTURES
	

Section 901.    Supplemental Indentures without Consent of Holders.	
 	

34
	Section 902.    Supplemental Indentures with Consent of Holders.	 	34
	Section 903.    Execution of Supplemental Indentures.	 	35
	Section 904.    Effect of Supplemental Indentures.	 	35
	Section 905.    Conformity with Trust Indenture Act.	 	35
	Section 906.    Reference in Securities to Supplemental Indentures.	 	35
	

ARTICLE TEN

COVENANTS
	

Section 1001.    Payment of Principal, Premium and Interest.	
 	

36
	Section 1002.    Maintenance of Office or Agency.	 	36
	Section 1003.    Money for Securities Payments to Be Held in Trust.	 	36
	Section 1004.    Corporate Existence.	 	37
	Section 1005.    Limitation on Liens.	 	37
	Section 1006.    Statement by Officers as to Default.	 	37
	Section 1007.    Waiver of Certain Covenants.	 	37
	Section 1008.    Calculation of Original Issue Discount.	 	38
	

ARTICLE ELEVEN

REDEMPTION OF SECURITIES
	

Section 1101.    Applicability of Article.	
 	

38
	Section 1102.    Election to Redeem; Notice to Trustee.	 	38
	Section 1103.    Selection by Trustee of Securities to Be Redeemed.	 	38
	Section 1104.    Notice of Redemption.	 	39



iii





 

	Section 1105.    Deposit of Redemption Price.	 	39
	Section 1106.    Securities Payable on Redemption Date.	 	39
	Section 1107.    Securities Redeemed in Part.	 	39
	

ARTICLE TWELVE

SINKING FUNDS
	

Section 1201.    Applicability of Article.	
 	

40
	Section 1202.    Satisfaction of Sinking Fund Payments with Securities.	 	40
	Section 1203.    Redemption of Securities for Sinking Fund.	 	40
	

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE
	

Section 1301.    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.	
 	

40
	Section 1302.    Defeasance and Discharge.	 	40
	Section 1303.    Covenant Defeasance.	 	41
	Section 1304.    Conditions to Defeasance or Covenant Defeasance.	 	41
	Section 1305.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	 	43
	Section 1306.    Reinstatement.	 	43




iv








        INDENTURE, dated as of [    ], between Prudential Financial, Inc., a corporation duly organized
and existing under the laws of the State of New Jersey (herein called the "Company"), having its principal office at 751 Broad Street, Newark, New Jersey 07102, and JPMorgan Chase Bank, a New York
banking corporation, as Trustee (herein called the "Trustee"). 


RECITALS  


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its direct, unsecured and
unsubordinated debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. 


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:  


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


ARTICLE ONE  


 Definitions and Other Provisions of General Application  


Section 101.    Definitions.    


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



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


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



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


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


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




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


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



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


        "Board
of Directors"means any of the board of directors of the Company or any duly authorized committee of that board or any officer of the Company, to which authority to act on behalf
of the Board of Directors has been duly delegated. 


        "Board
Resolution"means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or any duly
authorized committee of that board or any officer of the Company, to which authority to act on behalf of the Board of Directors has been duly delegated, and to be in full force and effect on the date
of such certification, and delivered to the Trustee. 





 



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



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


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



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


        "Corporate
Trust Office"means the principal office of the Trustee, at which at any particular time its corporate trust business shall be administered. At the date hereof, such office is
located at    •    , Attention:    •    . 



        "corporation"means
a corporation, association, company, joint stock company, statutory trust or business trust. 


        "Covenant
Defeasance"has the meaning specified in Section 1303. 


        "Defaulted
Interest"has the meaning specified in Section 307. 


        "Defeasance"has
the meaning specified in Section 1302. 


        "Depositary"means,
with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under
the Exchange Act specified for that purpose as contemplated by Section 301. 


        "Designated
Subsidiary"has the meaning specified in Section 1005. 


        "Encumbrance"has
the meaning specified in Section 1005. 


        "Event
of Default"has the meaning specified in Section 501. 


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


        "Expiration
Date"has the meaning specified in Section 104. 


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


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



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


        "interest",
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity at the rate
prescribed in such Original Issue Discount Security. 


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


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


2





 



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


        "Notice
of Default"means a written notice of the kind specified in Section 501(4) or 501(5). 


        "Officers'
Certificate"means a certificate signed by the Chairman of the Board, a Vice Chair, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1006 shall be the principal
executive, financial or accounting officer of the Company. 


        "Opinion
of Counsel"means a written opinion of counsel, who may be counsel for the Company. 


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


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



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


        (2)  Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities;  provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; 


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


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



3











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


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



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


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


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


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


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



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


        "Responsible
Officer", when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 


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



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


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


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


4





 



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


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


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


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


        "U.S.
Government Obligations"has the meaning specified in Section 1304. 


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


Section 102.    Compliance Certificates and Opinions.    



        (a)  Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 


        (b)  Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in
Section 1006) shall include: 



        (1)  a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


        (2)  a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)  a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and 


        (4)  a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 




Section 103.    Form of Documents Delivered to Trustee.    


        (a)  In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        (b)  Any
certificate or opinion of any officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or 


5





 




representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 


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


Section 104.    Acts of Holders; Record Dates.    


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


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


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


        (d)  Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made upon such Security. 


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


        (f)    The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings 


6





 




referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not
such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by
any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such
record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 


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


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


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


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



        (1)  the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: [Corporate Trust Administration], or 


        (2)  the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company. 




Section 106.    Notice to Holders; Waiver.    


        (a)  Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver. 


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


7









  





Section 107.    Conflict with Trust Indenture Act.    


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


Section 108.    Effect of Headings and Table of Contents.    


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


Section 109.    Successors and Assigns.    


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


Section 110.    Separability Clause.    


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


Section 111.    Benefits of Indenture.    


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


Section 112.    Governing Law.    


        This
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 



Section 113.    Legal Holidays.    


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


ARTICLE TWO  


 Security Forms  


Section 201.    Forms Generally.    



        (a)  The
Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of 


8





 




such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities. 


        (b)  The
Trustee's certificates of authentication shall be in substantially the form set forth in this Article. 



        (c)  The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities. 


Section 202.    Form of Face of Security.    


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


9





 
 
 

Prudential Financial, Inc.    
  






	No	 	$                  





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


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


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


10





 


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


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


Dated:                        




	 	 	PRUDENTIAL FINANCIAL, INC.
	

 	
 	
By	

 
	 	 	 	






Attest:



Section 203.    Form of Reverse of Security.    


        This
Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as
of    •    (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and
    •    , as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable,
insert—, limited in aggregate principal amount to $                        ]. 


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



	Year
	 	Redemption
 
	 	Year
	 	Redemption
 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






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


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


11





 




(expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning            of the years indicated, 



	Year
	 	Redemption Price For Redemption Through

Operation of the Sinking Fund
	 	Redemption Price For Redemption Otherwise Than

Through Operation of the Sinking Fund

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





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



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


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


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


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


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


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



        As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of 


12





 




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


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


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


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



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


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


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


Section 204.    Form of Legend for Global Securities.    


        Any
Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 



"This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged
in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered in the name of any Person other than such Depositary or a nominee thereof, except
in the limited circumstances described in the Indenture." 



13





 

Section 205.    Form of Trustee's Certificate of Authentication.    


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



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



	 	 	JPMORGAN CHASE BANK,

AS TRUSTEE
	

 	
 	
By	

 
	 	 	 	
 Authorized Officer"




ARTICLE THREE  


 The Securities  


Section 301.    Amount Unlimited; Issuable in Series.    


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



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



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


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


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


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



14











  



        (5)  the
rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates
on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date; 



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


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


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


        (9)  any
provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted into securities or other
property other than Securities of the same series (including shares of the Company's common or preferred stock or other securities of the Company) and of like tenor, whether in addition to, or in lieu
of, any payment of principal or other amount and whether at the option of the Company or otherwise; 


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


        (11) the
currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on the Securities of the series shall be
payable if other than the currency of the United States of America; 


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


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


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


        (15) if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall
be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which
such amount deemed to be the principal amount shall be determined); 


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


        (17) if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any
circumstances in addition to or in lieu of 



15





 





those set forth in paragraph (h) of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 



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


        (19) any
addition to, elimination of, or other change in the covenants set forth in Article Ten which applies to Securities of the series; 


        (20) any
proposed listing on any national or foreign securities exchange of the Securities of the series; and 


        (21) any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). 




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



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


        (e)  The
Securities shall not be superior in right of payment to, and shall rank pari passu with, any other direct, unsecured
and unsubordinated debentures, notes or other evidences of indebtedness of the Company. 


Section 302.    Denominations.    



        The
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 301. 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 any integral multiple thereof. 


Section 303.    Execution, Authentication, Delivery and Dating.    


        (a)  The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chair, its President or one of its Vice Presidents. The signature of any
of these officers on the Securities may be manual or facsimile. 


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


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



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



16





 

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


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




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


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


        (e)  Each
Security shall be dated the date of its authentication. 


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


Section 304.    Temporary Securities.    


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


        (b)  If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of
any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and of a like tenor of
authorized denominations. 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. 


Section 305.    Registration, Registration of Transfer and Exchange.    



        (a)  The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and 


17





 




of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. 



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


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


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


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


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


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


        (h)  Notwithstanding
the foregoing, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 305 or
Sections 304, 306, 906 or 1107 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act, (ii) the Company executes
and delivers to the Trustee a Company Order that such Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii) or
(iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be registered for transfer or
exchange for Securities registered in the names of, or authenticated and delivered to, such Persons as the Depositary with respect to such series shall direct. 



        (i)    Except
as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global
Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall also be a Global Security and bear the legend specified in
Section 204. 


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


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


18









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


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


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



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


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


Section 307.    Payment of Interest; Interest Rights Preserved.  


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


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



         (1)  The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities)
are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such
series at such Holder's address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).  


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



19





 




 the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.  




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


Section 308.    Persons Deemed Owners.    


        Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 


        Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect
to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Security or impair, as between such depositary and owners of beneficial
interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary as a Holder of such Global Security. 



Section 309.    Cancellation.    


        All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with
its normal procedures unless otherwise directed by a Company Order. 


Section 310.    Computation of Interest.    


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


ARTICLE FOUR  


 Satisfaction and Discharge  


Section 401.    Satisfaction and Discharge of Indenture.    


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



        (1)  either




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


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



          (i)  have
become due and payable, or 





20





 



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


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





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


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


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




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


Section 402.    Application of Trust Money.    


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


ARTICLE FIVE  


 Remedies  


Section 501.    Events of Default.    



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



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


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


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


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



21





 




        (5)  the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 


        (6)  the
commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by
it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such
action; or 


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




Section 502.    Acceleration of Maturity; Rescission and Annulment.    


        (a)  If
an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. 


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



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



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



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


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


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



        and 




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




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


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


        (a)  The
Company covenants that if 



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


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




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


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


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


Section 504.    Trustee May File Proofs of Claim.    


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



          (i)  to
file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other
papers or documents and take any and all actions authorized under the Trust Indenture Act as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 


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


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 




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


23





 

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



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


Section 506.    Application of Money Collected.    



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



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


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


        THIRD:
The balance, if any, to the Company. 




Section 507.    Limitation on Suits.    


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



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



24







  



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



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


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


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




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


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



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


Section 509.    Restoration of Rights and Remedies.    



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


Section 510.    Rights and Remedies Cumulative.    



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


Section 511.    Delay or Omission Not Waiver.    



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


Section 512.    Control by Holders.    


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



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



25





 

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




Section 513.    Waiver of Past Defaults.    


        (a)  Subject
to Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may, by notice to the Trustee,
waive an existing or past default with respect to the Securities of such series and its consequences, except a default 



        (1)  in
the payment of principal of (or premium, if any) or interest on any Security of such series, or in the deposit of any sinking fund payment when and as due, or 


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




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


Section 514.    Undertaking for Costs.    


        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, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company. 


Section 515.    Waiver of Stay or Extension Laws.    


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


ARTICLE SIX  


 The Trustee  


Section 601.    Certain Duties and Responsibilities.    



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



Section 602.    Notice of Defaults.    


        If
a default occurs hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses
appear in the Security Register, notice of such default hereunder, unless such default shall have been cured or waived; provided,  however, that, in the
case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such series. 


26





 



Section 603.    Certain Rights of Trustee.    


        Subject
to the provisions of Section 601: 



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


        (b)  any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein
and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 



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


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



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


        (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, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney; and 


        (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 with due care by it hereunder. 




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



        The
recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the
Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement
of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the proceeds thereof. 


Section 605.    May Hold Securities.    


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


Section 606.    Money Held in Trust.    



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


27





 



Section 607.    Compensation and Reimbursement.    


        The
Company agrees: 



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


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



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




Section 608.    Disqualification; Conflicting Interests.    


        The
Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided
for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be
excluded this Indenture with respect to Securities of any particular series of Securities other than that series. 


Section 609.    Corporate Trustee Required; Eligibility.    


        There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such 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 the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 


Section 610.    Resignation and Removal; Appointment of Successor.    


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


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



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


        (d)  If
at any time: 



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


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



28











  



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



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




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


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


Section 611.    Acceptance of Appointment by Successor.    


        (a)  In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 


        (b)  In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co- trustees of the same trust 


29





 




and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 


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



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


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


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


Section 613.    Preferential Collection of Claims Against Company.    


        The
Trustee shall comply with Section 311(a) of the Trust Indenture Act with respect to each series of Securities for which it is Trustee. 


Section 614.    Appointment of Authenticating Agent.    


        (a)  At
any time when any of the Securities remain Outstanding, the Company may appoint an Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act
as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 


        (b)  Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided


30





 




that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 


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



        (d)  The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 


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



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



	 	 	JPMORGAN CHASE BANK,

AS TRUSTEE
	

 	
 	
By	

 
	 	 	 	
 As Authenticating Agent
	

 	
 	

By	

 
	 	 	 	
 Authorized Officer"




ARTICLE SEVEN  


 Holders' Lists and Reports by Trustee and Company  


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


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



        (a)  semi-annually,
not later than June 30 and December 31 in each year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of the preceding June 15 or December 15, as the case may be, and 


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


excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar; provided that the Company shall not be
obligated to provide such a list of Holders at any time that such list would not differ from the last such list provided by the Company to the Trustee under this Section 701. 




Section 702.    Preservation of Information; Communications to Holders.    


        (a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. 


31





 



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


        (c)  Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 702(b), 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 702(b). 


Section 703.    Reports by Trustee.    


        (a)  Within
sixty days of each May 15, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act in the manner provided pursuant thereto. 



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


Section 704.    Reports by Company.    


        The
Company shall: 



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


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


        (3)  transmit
by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission. 



ARTICLE EIGHT  


 Consolidation, Merger, Conveyance, Transfer or Lease  


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



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



        (1)  in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental 



32





 


hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed or observed; 



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


        (3)  if,
as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 


        (4)  the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with. 




Section 802.    Successor Person Substituted.    


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


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   ARTICLE NINE  


 Supplemental Indentures  


Section 901.    Supplemental Indentures without Consent of Holders.    



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



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


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


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


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


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


        (6)  to
secure the Securities pursuant to the requirements of Section 1005 or otherwise; or 


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


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


        (9)  to
add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property other
than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities; or 


        (10) to
qualify or maintain qualification of this Indenture under the Trust Indenture Act; or 



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




Section 902.    Supplemental Indentures with Consent of Holders.    


        (a)  With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by
Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such 


34





 




supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 



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


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


        (3)  modify
any of the provisions of this Section, Section 513 or Section 1007, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided,  however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). 




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


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


Section 903.    Execution of Supplemental Indentures.    



        In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, in addition to the documents required by Section 102, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 


Section 904.    Effect of Supplemental Indentures.    



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


Section 905.    Conformity with Trust Indenture Act.    


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


Section 906.    Reference in Securities to Supplemental Indentures.    


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


35





 




supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 


ARTICLE TEN  


 Covenants  


Section 1001.    Payment of Principal, Premium and Interest.    



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


Section 1002.    Maintenance of Office or Agency.    


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


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


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



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


        (b)  Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium 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. 


        (c)  The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 



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


        (2)  give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium,
if any) or interest on the Securities of that series; and 



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



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


        (e)  Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for one year after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 


Section 1004.    Corporate Existence.    


        Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and all licenses and permits
material to the normal conduct of its business; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders. 


Section 1005.    Limitation on Liens.    


        The
Company will not, and will not permit any Subsidiary to create, assume, incur or guarantee any indebtedness for money borrowed which is secured by a mortgage, pledge, lien, security
interest or other encumbrance (each, an "Encumbrance") of any nature on any of the common stock of The Prudential Insurance Company of America (the "Designated Subsidiary"), of any successor to
substantially all of the business of the Designated Subsidiary which is also a Subsidiary of the Company, or of any corporation (other than the Company) directly or indirectly controlling the
Designated Subsidiary unless the Outstanding Securities (together with such other indebtedness of the Company or the Designated Subsidiary then existing or thereafter created which is not subordinate
to the Outstanding Securities as the Company may elect in its discretion) shall be secured equally and ratably with (or prior to) such secured indebtedness for money borrowed so long as such secured
indebtedness for money borrowed shall be outstanding. This restriction shall not apply to $1,750,000,000 aggregate principal amount of notes of Prudential Holdings, LLC, which are secured by an
Encumbrance on common stock of the Designated Subsidiary. This Section 1005 shall not prevent or restrict the sale or other disposition of the Designated Subsidiary. 



Section 1006.    Statement by Officers as to Default.    


        The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and if the Company
shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 


Section 1007.    Waiver of Certain Covenants.    



        The
Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant
to Section 301(b)(19), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1002, 1004 and 1005, inclusive, if before the time for such compliance the Holders of
not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such term, provision or condition but no such waiver contemplated by this Section 1007 shall extend to or affect such term, provision or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 


37









   
Section 1008.    Calculation of Original Issue Discount.    


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


ARTICLE ELEVEN  


 Redemption of Securities  


Section 1101.    Applicability of Article.    



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


Section 1102.    Election to Redeem; Notice to Trustee.    


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


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


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



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


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


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


38





 



Section 1104.    Notice of Redemption.    



        Notice
of redemption shall be given in the manner provided in Section 106 not less than 30 days nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register. 


        All
notices of redemption shall state: 



        (1)  the
Redemption Date, 


        (2)  the
Redemption Price, 


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


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


        (5)  the
place or places where such Securities are to be surrendered for payment of the Redemption Price, and 


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




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


Section 1105.    Deposit of Redemption Price.    


        On
or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 


Section 1106.    Securities Payable on Redemption Date.    


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



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


Section 1107.    Securities Redeemed in Part.    


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


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ARTICLE TWELVE  


 Sinking Funds  


Section 1201.    Applicability of Article.    


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


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


        Section 1202.    Satisfaction of Sinking Fund Payments with Securities.    


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


Section 1203.    Redemption of Securities for Sinking Fund.    


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


ARTICLE THIRTEEN  


 Defeasance and Covenant Defeasance  


Section 1301.    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.    


        If
pursuant to Section 301 provision is made for either or both of (a) Defeasance of the Securities of a series under Section 1302 or (b) Covenant Defeasance
of the Securities of a series under Section 1303, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Thirteen, shall be
applicable to the Securities of such series, and the Company may at its option, at any time, with respect to the Securities of such series, elect to have either Section 1302 (if applicable) or
Section 1303 (if applicable) be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article Thirteen. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. 


Section 1302.    Defeasance and Discharge.    


        Upon
the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its obligations with respect to such Securities as provided in this Section, on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter
called "Defeasance"). For this purpose, such Defeasance 


40





 




means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: 



        (1)  the
rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in
respect of the principal of and any premium and interest on such Securities when payments are due, 


        (2)  the
Company's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, 


        (3)  the
rights, powers, trusts, duties and immunities of the Trustee hereunder, and 


        (4)  this
Article Thirteen. 




        Subject
to compliance with this Article Thirteen, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its
option (if any) to have Section 1303 applied to such Securities. 


Section 1303.    Covenant Defeasance.    



        Upon
the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, 



        (1)  the
Company shall be released from its obligations under Section 801(3), Section 1005 and any covenants provided pursuant to Section 301(18), 901(2)
or 901(7) for the benefit of the Holders of such Securities, and 


        (2)  the
occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Section 1005 and any such covenants provided pursuant to
Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of Default, 



in
each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such
Section, Clause or Article by reason of any reference in any such Section, Clause or Article to any other provision herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby. Following a Covenant Defeasance, payment of the Securities of such series may not be accelerated because of or by reference to the Sections specified above in
this Section 1303. 




Section 1304.    Conditions to Defeasance or Covenant Defeasance.    


        The
following shall be the conditions precedent to application of either Section 1302 or Section 1303 to the Outstanding Securities of such series: 



        (1)  the
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall
agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, 



        (A)  money
in an amount, or 


        (B)  U.S.
Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in an amount, or 



        (C)  a
combination thereof, 




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sufficient,
without reinvestment, 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, (i) the principal of (and premium, if any) and interest on the Outstanding Securities of
such series to maturity or redemption, as the case may be, and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due
dates thereof. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article Eleven, which
shall be given effect in applying the foregoing. For this purpose, "U.S. Government Obligations" means securities that are (x) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment
of
which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific
payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depositary receipt,  providedthat (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such
depositary receipt. 




        (2)  In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be
subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 



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



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


        (5)  No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have
occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections 501(5) and (6) are concerned, at any time during the period ending on the 90th day after
the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the
condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration of such period). 


        (6)  Such
Defeasance or Covenant Defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in
Section 608 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is
qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. 



42





 




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


        (8)  The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the Defeasance under Section 1302 or the Covenant Defeasance under Section 1303 (as the case may be) have been complied with. 




Section 1305.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.    


        (a)  Subject
to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in respect of the Outstanding Securities of such
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 (but not
including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money need not be segregated from other funds except to the extent required by law. 


        (b)  The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect thereof. 


        (c)  Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1304 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 an equivalent Defeasance or Covenant Defeasance. 


Section 1306.    Reinstatement.    


        If
the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment or any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under the Securities of such series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1302 or 1303;  provided, however, that if the Company makes any payment of principal of (and premium, if any) any such
Security following 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 held by the Trustee or
the Paying Agent. 


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


43





 



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



	 	 	PRUDENTIAL FINANCIAL, INC.
	

 	
 	
By	

 
	 	 	 	
 Name:

Title:
	

 	
 	

JPMORGAN CHASE BANK
	

 	
 	

By	

 
	 	 	 	
 Name:

Title:




44









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Exhibit 4.1



Prudential Financial, Inc.