COMPUTER SCIENCES
CORPORATION

and 

THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,
as Trustee 
 


	 







INDENTURE 



Dated as of ____________________




SENIOR DEBT SECURITIES 

 


	 










TABLE OF CONTENTS 

	         
		         
		Page
	ARTICLE I DEFINITIONS AND INCORPORATION
      BY REFERENCE	1
	 	Section 1.1.	 	Definitions	1
		Section 1.2.		Other Definitions	5
		Section 1.3.		Incorporation by
      Reference of Trust Indenture Act	6
		Section 1.4.		Rules of Construction	7
		 
	ARTICLE II THE SECURITIES	7
		Section 2.1.		Form, Dating and
      Terms	7
		Section 2.2.		Denominations	10
		Section 2.3.		Forms
      Generally	10
		Section 2.4.		Execution, Authentication, Delivery and Dating	11
		Section 2.5.		Registrar and
      Paying Agent	13
		Section 2.6.		Paying Agent to Hold Money in Trust	13
		Section 2.7.		Holder
      Lists	13
		Section 2.8.		Transfer and Exchange	14
		Section 2.9.		Mutilated,
      Destroyed, Lost or Wrongfully Taken Securities	14
		Section 2.10.		Outstanding Securities	15
		Section 2.11.		Cancellation	16
		Section 2.12.		Payment of Interest; Defaulted Interest	16
		Section 2.13.		Temporary
      Securities	17
		Section 2.14.		Persons Deemed Owners	17
		Section 2.15.		Computation of
      Interest	17
		Section 2.16.		Global Securities; Book-Entry Provisions	18
		Section 2.17.		CUSIP Numbers,
      Etc	19
		Section 2.18.		Original Issue Discount and Foreign-Currency Denominated
      Securities	20
				 
	
	ARTICLE III COVENANTS	20
		Section 3.1.		Payment of
      Securities	20
		Section 3.2.		Reports	20
		Section 3.3.		Maintenance of
      Office or Agency	21
		Section 3.4.		Corporate Existence	21
		Section 3.5.		Compliance
      Certificate	21
		Section 3.6.		Statement by Officers as to Default	21
		Section 3.7.		Additional
      Amounts	22
		 
	ARTICLE IV SUCCESSORS	22
		Section 4.1.		Merger,
      Consolidation or Sale of Assets	22
		 
	ARTICLE V REDEMPTION OF
      SECURITIES	23
		Section 5.1.		Applicability of
      Article	23
		Section 5.2.		Election to Redeem; Notice to Trustee	23
		Section 5.3.		Selection by
      Trustee of Securities to Be Redeemed	23



i 








	         
	Section 5.4.	         
	Notice of Redemption	24
		Section 5.5.		Deposit of
      Redemption Price	25
		Section 5.6.		Securities Payable on Redemption Date	25
		Section 5.7.		Securities
      Redeemed in Part	25
		 
	ARTICLE VI DEFAULTS AND
    REMEDIES	26
		Section 6.1.		Events of
      Default	26
		Section 6.2.		Acceleration	26
	 	Section 6.3.		Other
      Remedies	27
		Section 6.4.		Waiver of Past Defaults	28
		Section 6.5.		Control by
      Majority	28
		Section 6.6.		Limitation on Suits	28
		Section 6.7.		Rights of
      Holders to Receive Payment	29
		Section 6.8.		Collection Suit by Trustee	29
		Section 6.9.		Trustee May File
      Proofs of Claim	29
		Section 6.10.		Priorities	29
		Section 6.11.		Undertaking for
      Costs	30
		 
	ARTICLE VII TRUSTEE	30
		Section 7.1.		Duties of
      Trustee	30
		Section 7.2.		Rights of Trustee	31
		Section 7.3.	 	Individual
      Rights of Trustee	33
		Section 7.4.		Trustee’s Disclaimer	33
		Section 7.5.		Notice of
      Defaults	33
		Section 7.6.		Reports by Trustee to Holders	33
		Section 7.7.		Compensation and
      Indemnity	34
		Section 7.8.		Replacement of Trustee	35
		Section 7.9.		Successor
      Trustee by Merger	36
		Section 7.10.		Eligibility; Disqualification	36
		Section 7.11.		Preferential
      Collection of Claims Against Company	36
		 
	ARTICLE VIII LEGAL DEFEASANCE AND
      COVENANT DEFEASANCE	36
		Section 8.1.		Option to Effect
      Legal Defeasance or Covenant Defeasance	36
		Section 8.2.		Legal Defeasance and Discharge	37
		Section 8.3.		Covenant
      Defeasance	37
		Section 8.4.		Conditions to Legal or Covenant Defeasance	38
		Section 8.5.		Deposited Cash
      and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions	39
		Section 8.6.		Repayment to Company	39
		Section 8.7.		Reinstatement	40
		 
	ARTICLE IX AMENDMENTS	40
		Section 9.1.		Without Consent
      of Holders	40
		Section 9.2.		With Consent of
      Holders	41
		Section 9.3.		Compliance with Trust Indenture Act	43
		Section 9.4.		Revocation and
      Effect of Consents and Waivers	43
		Section 9.5.		Notation on or Exchange of Securities	44




ii









	         
    	Section 9.6.	         
    	Trustee To Sign Amendments	44
	          	 
	ARTICLE X
      SATISFACTION AND DISCHARGE	44
		Section 10.1.		Satisfaction and Discharge	44
		 
	ARTICLE XI
      MISCELLANEOUS	45
		Section 11.1.		Trust Indenture Act Controls	45
	 	Section 11.2.		Notices	45
		Section 11.3.		Communication by Holders with other Holders	46
		Section 11.4.		Certificate and Opinion as to
      Conditions Precedent	46
		Section 11.5.		Statements Required in Certificate or Opinion	47
		Section 11.6.		When Securities Disregarded	47
		Section 11.7.		Rules by Trustee, Paying Agent and Registrar	47
		Section 11.8.		Legal Holidays	47
		Section 11.9.		GOVERNING LAW	48
		Section 11.10.		No Recourse Against Others	48
		Section 11.11.	 	Successors	48
		Section 11.12.		Multiple Originals	48
		Section 11.13.		Severability	48
		Section 11.14.		No Adverse Interpretation of Other
      Agreements	48
		Section 11.15.		Table of Contents; Headings	48
		Section 11.16.		Waiver of Jury Trial	49
		Section 11.17.		Force Majeure	49



iii 







CROSS-REFERENCE TABLE 

	TIA	     	Indenture
	Section	 		Section
	310(a)(1)		7.10
	(a)(2)		7.10
	(a)(3)		N.A.
	(a)(4)		N.A.
	(a)(5)		7.10
	(b)		7.10
	(c)		N.A.
	311(a)		7.11
	(b)		7.11
	(c)		N.A.
	312(a)		2.7
	(b)	 	11.3
	(c)		11.3
	313(a)		7.6
	(b)		7.6
	(c)		7.6; 11.2
	(d)		7.6
	314(a)		3.2; 3.5
	(b)		N.A.
	(c)(1)		11.4
	(c)(2)		11.4
	(c)(3)		N.A.
	(d)		N.A.
	(e)	 	11.5
	(f)		N.A
	315(a)		7.1
	(b)		7.5;
	(c)		7.1
	(d)		7.1
	(e)		6.11
	316(a)(last
      sentence)		11.6
	(a)(1)(A)		6.5
	(a)(1)(B)		6.4
	(a)(2)		N.A.
	(b)		6.7
	(c)		N.A.
	317(a)(1)		6.8
	(a)(2)		6.9
	(b)		2.6
	318(a)		11.1
	(b)		N.A.
	(c)		11.1

N.A. means Not
Applicable.

Note: This Cross-Reference Table shall
not, for any purpose, be deemed to be part of this Indenture.

iv 








     THIS INDENTURE,
dated as of _____________, is entered into by and between COMPUTER SCIENCES
CORPORATION, a Nevada corporation (the “Company”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the
“Trustee”).


W I T N E S S E T H : 

    
WHEREAS, the Company may from time to time duly authorize the issue of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the “Securities”) up to such principal
amount or amounts as may from time to time be authorized in accordance with the
terms of this Indenture;

    
WHEREAS, the Company has duly authorized
the execution and delivery of this Indenture to provide, among other things, for
the authentication, delivery and administration of the Securities;
and

    
WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

    
NOW, THEREFORE:

    
In consideration of the premises and the purchases of the Securities by
the holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows: 

ARTICLE I 

Definitions and Incorporation by
Reference 

    
Section 1.1. Definitions. 

    
“Additional Amounts” means any additional amounts required by the express terms
of a Security or by or pursuant to a Board Resolution, under circumstances
specified therein or pursuant thereto, to be paid by the Company with respect to
certain taxes, assessments or other governmental charges imposed on certain
Holders and that are owing to those Holders. 

    
“Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control,” as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise. For purposes of this definition, the terms “controlling,” “controlled
by” and “under common control with” have correlative meanings. 

    
“Bankruptcy Law” means Title 11, United
States Code or any similar Federal or state
law for the relief of debtors. 

1 








     “Board of Directors” means:


	      	(1)	      	with respect to a corporation,
      the board of directors of the corporation or any committee thereof duly
      authorized to act on behalf of such board;
		 
		(2)		with respect to a partnership,
      the board of directors of the general partner of the
  partnership;
		 
		(3)		with respect to a limited
      liability company, the managing member or members or any controlling
      committee of managing members thereof; and
		 
		(4)		with respect to any other Person,
      the board or committee of such Person serving a similar
  function.


     “Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
applicable Person to have been duly adopted by the Board of Directors of such
Person and to be in full force and effect on the date of such certification, and
delivered to the Trustee. 

    
“Business Day” means each day that is not a Saturday, Sunday or other day
on which banking institutions in New York, New York or another place of payment
are authorized or required by law to close. 

    
“Capital Stock” means: 

     (a) in the case of a corporation, corporate stock; 

     (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; 

     (c) in the case of a partnership or limited liability company, partnership
interests (whether general or limited) or membership interests; and 

     (d) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person,

     (e) but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock. 

    
“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. 

2 








     “Company Order” means a
written order signed in the name of the Company by two Officers of the Company,
and delivered to the Trustee. 

    
“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law. 

    
“Default” means any event that is, or with the passage of time or the giving of
notice or both would be, an Event of Default. 

    
“Depositary” means, with respect to the Securities of any series issuable or issued
in whole or in part in global form, the Person specified pursuant to
Section 2.1
as the initial Depositary with respect to the Securities of that series, until a
successor shall have been appointed and become such pursuant to the applicable
provision of this Indenture, and thereafter “Depositary” shall mean or include
that successor. 

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

    
“DTC” means The Depository Trust Company, its nominees and their respective
successors and assigns, or such other depositary institution hereinafter
appointed by the Company. 

    
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


    
“GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Public Company Accounting Oversight Board
(United States) and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect as of the date of determination. 

    
“Global Securities” of any series means a Security of that series that is issued
in global form in the name of the Depositary with respect thereto or its
nominee. 

    
“Government Securities” means direct obligations of, or obligations guaranteed by,
the United States of America for the payment of which obligations or guarantee
the full faith and credit of the United States of America is pledged.


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

    
“Indenture” means this Indenture as amended or supplemented from time to time 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
any particular series of Securities and established as contemplated by
Section 2.1. 

3 








     “Interest Payment Date,”
when used with respect to any Security, shall have the meaning assigned to that
term in the Security as contemplated by Section 2.1. 

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

    
“Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any indebtedness. 

    
“Officer” means the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of the Company. 

    
“Officers’ Certificate” means a certificate signed by two Officers, at least one of
whom shall be the President, the Chief Financial Officer or the Treasurer.


    
“Opinion of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company. 

    
“Original Issue Discount
Security” means any Security that provides
for an amount less than the principal amount thereof to be due and payable on a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 

    
“Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity. 

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

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

    
“SEC” means the Securities and Exchange Commission. 

    
“Securities” has the meaning ascribed to it in the second introductory paragraph of
this Indenture. 

    
“Securities Act” means the Securities Act of 1933, as amended. 

    
“Securities Register” means the register of the Securities and of their exchange,
maintained by the Registrar, pursuant to Section 2.5. 

4 








     “Security Custodian” means,
with respect to Securities of a series issued in global form, the Trustee for
Securities of that series, as custodian with respect to the Securities of that
series, or any successor entity thereto. 

    
“Stated Maturity” means, with respect to any installment of interest or
principal on any series of indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.


    
“Subsidiary” of any specified Person means any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of that Person or a combination thereof. 

    
“TIA” or “Trust Indenture
Act,” except as otherwise provided in
Section 9.3, means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa - 77bbbb), as in
effect on the date hereof. 

    
“Trust Officer” shall mean, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture. 

    
“Trustee” means the Person named as such above until a successor replaces it in
accordance with the applicable provisions of this Indenture, and thereafter
“Trustee” means 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 means the Trustee with respect to Securities of that
series. 

    
Section 1.2. Other Definitions. 

		Defined in
	Term	 	Section
	“Agent
      Members”	2.16
	 	
	“Certificate of
      Destruction”	2.11
	 	
	“Corporate Trust
      Office”	3.3
	 	
	“Covenant
      Defeasance”	8.3
	 	
	“Defaulted
      Interest”	2.12



5 








		Defined in
	Term	 	Section
	“Event of Default”	6.1
	 	
	“Exchange Rate”	2.18
	 	
	“Legal Defeasance”	8.2
	 	
	“Legal Holiday”	11.8
	 	
	“Paying Agent”	2.5
	 	
	“protected purchaser”	2.9
	 	
	“Registrar”	2.5
	  	
	“Special Interest Payment Date”	2.12(a)
	 	
	“Special Record Date”	2.12(a)
	 	
	“Surviving Entity”	4.1(a)




     Section
1.3. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the
TIA which are incorporated by reference in and made a part of this Indenture.
The following TIA terms have the following meanings: 

    
“Commission” means the SEC. 

    
“indenture securities” means the Securities. 

    
“indenture security holder” means a Holder of a Security.

    
“indenture to be qualified” means this Indenture.

    
“indenture trustee” or “institutional trustee” means the
Trustee.

    
“obligor” on any series of Securities means the Company. 

    
All other TIA terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rules have
the meanings assigned to them by such definitions. 

6 










    
Section 1.4. Rules of Construction. 

    
Unless the context otherwise requires: 


     (a) a term has the meaning assigned to it; 

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP; 

     (c) “or” is not exclusive; 

     (d) “including” means including without limitation; 

     (e) words in the singular include the plural and words in the plural include
the singular; 

     (f) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the Company dated such date prepared in accordance with
GAAP; and 

     (g) provisions apply to successive events and transactions. 

ARTICLE II 

The Securities 

    
Section 2.1. Form, Dating and Terms. 

    
The aggregate principal amount of Securities that may be issued,
authenticated and delivered under this Indenture is unlimited.


    
The Securities may be issued in one or more series and, except as
otherwise provided herein, each such series shall be unsecured and shall rank
pari passu
with each other and with all other unsecured and unsubordinated indebtedness for
borrowed money of the Company. There shall be established in or pursuant to a
Board Resolution, and set forth, or determined in the manner provided, in an
Officers’ Certificate of the Company or in a Company Order, or established in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series: 

     (a) the title of the Securities of the series (which shall distinguish the
Securities of the series from the Securities of all other series); 

     (b) if there is
to be a limit, the limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the series pursuant to Section 2.8, Section 2.9, Section 2.13,
Section 2.16, Section 5.7 or Section 9.5 and except for any Securities that, pursuant to Section 2.4
or Section 2.16, are deemed never to have been authenticated and delivered hereunder); provided, however, that unless
otherwise provided in the terms of the series, the authorized aggregate principal amount of such series may be increased before
or after the issuance of any Securities of the series by a Board Resolution (or action pursuant to a Board Resolution) to such
effect; 

7 








     (c) whether any Securities of the series are to be issuable initially in
temporary global form and whether any Securities of the series are to be
issuable in permanent global form, as Global Securities or otherwise, and, if
so, whether beneficial owners of interests in any such Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 2.16, and the
initial Depositary and Security Custodian, if any, for any Global Security or
Securities of such series;

     (d) the manner in which any interest payable on a temporary Global Security
on any Interest Payment Date will be paid if other than in the manner provided
in Section 2.12;

     (e) the date or dates on which the principal of and premium (if any) on the
Securities of the series is payable or the method of determination
thereof;

     (f) the rate or rates (which may be fixed or variable), or the method of
determination thereof, at which the Securities of the series shall bear
interest, if any, whether and under what circumstances Additional Amounts with
respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall
be payable, or the method by which such date will be determined, and the record
date for the interest payable on any Securities on any Interest Payment Date, or
if other than provided herein, the Person to whom any interest on Securities of
the series shall be payable;

     (g) the place or places where, subject to the provisions of Section 3.3, the principal
of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of the series shall be payable;

     (h) the period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) 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, if the Company is to have that option, and
the manner in which the Company must exercise any such option, if different from
those set forth herein;

     (i) the obligation, if any, of the Company to redeem, purchase or repay
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 (whether denominated in cash, securities or otherwise) at which
and the terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid in whole or in part pursuant to such
obligation;

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

     (k) if other than Dollars, the currency or currencies (including composite
currencies) or the form, including equity securities, other debt securities
(including Securities), warrants or any other securities
or property of the Company or any other Person, in which payment of the
principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of the series shall be payable;

8 








     (l) if the principal of, premium (if any) or interest on or any Additional
Amounts with respect to the Securities of the series are to be payable, at the
election of the Company or a Holder thereof, in a currency or currencies
(including composite currencies) other than that in which the Securities are
stated to be payable, the currency or currencies (including composite
currencies) in which payment of the principal of, premium (if any) and interest
on and any Additional Amounts with respect to Securities of such series as to
which such election is made shall be payable, and the periods within which and
the terms and conditions upon which such election is to be made;

     (m)
if the amount of payments of principal of,
premium (if any) and interest on and any Additional Amounts with respect to the
Securities of the series may be determined with reference to any commodities,
currencies or indices, values, rates or prices or any other index or formula,
the manner in which such amounts shall be determined;

     (n) if other than the entire principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 6.2;

     (o) any additional means of satisfaction and discharge of this Indenture and
any additional conditions or limitations to discharge with respect to Securities
of the series pursuant to Article
VIII or any modifications of or deletions
from such conditions or limitations;

     (p) any deletions or modifications of or additions to the Events of Default
set forth in Section 6.1 or covenants of the Company set forth in Article III pertaining to
the Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of, and premium, if any, and interest on, such
Securities due and payable; 

     (q) any restrictions or other provisions with respect to the transfer or
exchange of Securities of the series, which may amend, supplement, modify or
supersede those contained in this Article
II; 

     (r) if the Securities of the series are to be convertible into or
exchangeable for capital stock, other debt securities (including Securities),
warrants, other equity securities or any other securities or property of the
Company or any other Person, at the option of the Company or the Holder or upon
the occurrence of any condition or event, the terms and conditions for such
conversion or exchange, including the initial conversion or exchange price or
rate, the conversion or exchange period and any other provision in addition to
or in lieu of those described herein; 

9 








     (s) if applicable, that the Securities of the series, in whole or any
specified part, shall not be defeasible pursuant to Section 8.2 or Section 8.3 or both such
Sections, and, if such Securities may be defeased, in whole or in part, pursuant
to either or both such Sections, any provisions to permit a pledge of
obligations other than Government Securities (or the establishment of other
arrangements) to satisfy the requirements of Section 8.4(a) for defeasance of such
Securities and, if other than by a Board Resolution of the Company, the manner
in which any election by the Company to defease such Securities shall be
evidenced; and


     (t) any other terms of the series (which terms shall not be prohibited by the
provisions of this Indenture). 

    
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 2.3) set forth, or determined
in the manner provided, in the Officers’ Certificate or Company Order referred
to above or in any such indenture supplemental hereto. 

    
If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers’
Certificate or 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 or Company Order setting forth the terms of the series.


    
Section 2.2. Denominations. The Securities of each
series shall be issuable in such denominations as shall be specified as
contemplated by Section 2.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series denominated in Dollars
shall be issuable in denominations of $1,000 and any integral multiples thereof.


    
Section 2.3. Forms Generally. The Securities of
each series shall be in fully registered form and in substantially such form or
forms (including temporary or permanent global form) established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto. The
Securities may have notations, legends or endorsements required by law,
securities exchange rule, the Company’s certificate of incorporation, bylaws or
other similar governing documents, agreements to which the Company is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Company). A copy of the Board Resolution establishing the
form or forms of Securities of any series shall be delivered to the Trustee at
or prior to the delivery of the Company Order contemplated by Section 2.4 for the
authentication and delivery of such Securities. 

10 








     The definitive
Securities of each series 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 thereof.


    
The Trustee’s certificate 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. 

    
Date: ________


		The Bank of New York Mellon
    Trust
		Company, N.A., as Trustee
		 
		By:	 
		             
      Authorized Officer”



     Section
2.4. Execution,
Authentication, Delivery and Dating. Two
Officers of the Company shall sign the Securities on behalf of the Company by
manual or facsimile signature. 

    
If an Officer of the Company whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
be valid nevertheless.

    
A Security shall not be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose until authenticated by the manual
signature of an authorized signatory of the Trustee, which signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture. Notwithstanding the foregoing, if any Security has been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company delivers such Security to the Trustee for cancellation as provided in
Section 2.11, together with a written statement 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.


    
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, and the Trustee shall authenticate
and deliver such Securities for original issue upon a Company Order for the
authentication and delivery of such Securities or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by Company
Order. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company
or its duly authorized agent, which instructions shall be promptly confirmed in
writing. 

11 








     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 Section 2.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall receive (in addition to the
Company Order referred to above and the other documents required by
Section 11.4), and (subject to Section
7.1) shall be fully protected in relying
upon: 

     (a)
an Officers’ Certificate of the Company setting
forth the Board Resolution and, if applicable, an appropriate record of any
action taken pursuant thereto, as contemplated by the last paragraph of
Section 2.1; and 

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


     (1) the form of such Securities has been established in conformity with the
provisions of this Indenture; 

     (2) the terms of such Securities 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 binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other similar laws in effect from time to time affecting the rights
of creditors generally, and the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). 

     If all the
Securities of any series are not to be issued at one time, then the documents
required to be delivered pursuant to this Section 2.4 must be delivered only
once prior to the authentication and delivery of the first Security of such
series, provided, however, that the Trustee shall receive an Officers’
Certificate and an Opinion of Counsel covering the provisions set forth in
Section 11.5 of this Indenture. 

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


    
The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. Unless limited by the terms of such appointment, any
such authenticating agent may authenticate Securities whenever the Trustee may
do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent.

12 








An authenticating agent has the same
rights as an Agent to deal with the Company or an Affiliate of the Company.


     Each Security
shall be dated the date of its authentication. 

    
Section 2.5. Registrar and Paying Agent. The
Company shall maintain an office or agency for each series of Securities where
Securities of such series may be presented for registration of transfer or for
exchange (the “Registrar”) and an office or agency where Securities of such series may
be presented for payment (the “Paying
Agent”). The Company shall cause each of the
Registrar and the Paying Agent to maintain an office or agency in the United
States of America. The Registrar shall keep the Securities Register. The Company
may have one or more co-registrars and one or more additional paying agents. The
term “Paying Agent” includes any additional paying agent. 

    
The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or
any of its Subsidiaries may act as Paying Agent, Registrar, co-registrar or
transfer agent. 

    
The Company initially appoints the Trustee as Registrar and Paying Agent
for the Securities. 

    
Section 2.6. Paying Agent to Hold Money in Trust.
By no later than 11:00 a.m. (New York City time) on the date on which any amount
or Additional Amounts, if any, in respect of any Security is due and payable,
the Company shall deposit with the Paying Agent a sum sufficient in immediately
available funds to pay such amount or Additional Amounts, if any, when due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of the
applicable Holders or the Trustee all money held by such Paying Agent for the
payment of such amount and Additional Amounts, if any, on the applicable
Securities and shall notify the Trustee in writing of any default by the Company
in making any such payment. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent (other
than the Trustee) to pay all money held by it to the Trustee and to account for
any funds disbursed by such Paying Agent. Upon complying with this
Section 2.6, the Paying Agent (if other than the Company or a Subsidiary) shall have
no further liability for the money delivered to the Trustee. Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company,
the Trustee shall serve as Paying Agent for the Securities. 

    
Section 2.7. Holder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders. If the Trustee is not the
Registrar with respect to a series of Securities, or to the extent otherwise
required under the TIA, the Company shall furnish to the Trustee, in writing at
least five Business Days before each Interest Payment Date with respect to such
series of Securities and at such other times as the Trustee may
request in writing, promptly after the receipt by the Company of any such
request, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of such series. 

13 









     Section
2.8. Transfer
and Exchange. 

    
Except as set forth in Section
2.16 or as may be provided pursuant to
Section 2.1: 

    
When Securities of any series are presented to the Registrar with the
request to register the transfer of those Securities or to exchange those
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for those transactions are met; provided, however, that the
Securities presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of transfer in
form reasonably satisfactory to the Registrar duly executed by the Holder
thereof or by his attorney, duly authorized in writing, on which instruction the
Registrar can rely. 

    
To permit registrations of transfers and exchanges, the Company shall
execute Securities and the Trustee shall authenticate such Securities at the
Registrar’s written request and submission of the Securities (other than Global
Securities). No service charge shall be made to a Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable on exchanges pursuant to
Section 2.13, Section 5.7 or Section
9.5). The Trustee shall authenticate
Securities in accordance with the provisions of Section 2.4. Notwithstanding any other
provisions of this Indenture to the contrary, the Company shall not be required to register the transfer or exchange of (a)
any Security selected for redemption in whole or in part pursuant to
Article V,
except the unredeemed portion of any Security being redeemed in part or (b) any
Security during the period beginning 15 Business Days before the mailing of
notice of any offer to repurchase Securities of the series required pursuant to
the terms thereof or of redemption of Securities of a series to be redeemed and
ending at the close of business on the date of mailing.

    
Section 2.9. Mutilated, Destroyed, Lost or Wrongfully Taken Securities. If a mutilated Security is surrendered to the Registrar or
if the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security with respect to such series if the requirements of Section
8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies
the Company or the Trustee within a reasonable time after such Holder has notice
of such loss, destruction or wrongful taking and the Registrar does not register
a transfer prior to receiving such notification, (b) makes such request to the
Company or Trustee prior to the Security being acquired by a protected purchaser
as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c)
satisfies any other reasonable requirements of the Trustee. If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
which any of them may suffer if a Security is replaced, and, 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 a Company Order, the Trustee
shall authenticate and make available for delivery, in exchange for any such
mutilated Security or in lieu of any such destroyed, lost or wrongfully taken
Security, a new Security of like tenor and principal amount, bearing a number
not contemporaneously outstanding. 

14









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

    
Upon the issuance of any new Security under this Section 2.9, 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 and its counsel) in
connection therewith. 

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

    
The provisions of this Section
2.9 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 wrongfully taken Securities.


    
Section 2.10. Outstanding Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those
described in this Section 2.10 as not outstanding. A Security ceases to be outstanding in
the event the Company or a Subsidiary of the Company holds the Security,
provided,
however,
that (a) for purposes of determining which are outstanding for consent or voting
purposes hereunder, the provisions of Section
11.6 shall apply and (b) in determining
whether the Trustee shall be protected in making a determination whether the
Holders of the requisite principal amount of outstanding Securities are present
at a meeting of Holders of Securities for quorum purposes or have consented to
or voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, or relying upon any such
quorum, consent or vote, only Securities which a Trust Officer of the Trustee
actually knows to be held by the Company or an Affiliate of the Company shall
not be considered outstanding. 

    
If a Security is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser. 

    
If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a Redemption Date or maturity date money sufficient to pay
all amounts and Additional Amounts, if any, payable on that date with respect to
the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue. 

15









     Section
2.11. Cancellation. The Company at any time
may deliver Securities to the Trustee for cancellation. The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Securities surrendered for registration of transfer, exchange,
payment or cancellation and dispose of such Securities in accordance with its
internal policies, including, upon the written request of the Company, delivery
of a certificate (a “Certificate of
Destruction”) describing such Securities
disposed (subject to the record retention requirements of the Exchange Act). The
Company may not issue new Securities to replace Securities it has paid or
delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange. 

    
Section 2.12. Payment of Interest; Defaulted Interest. Unless otherwise provided as contemplated by Section 2.1 with respect to the
Securities of any series, interest and Additional Amounts, if any, on any
Security of such series 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 such Security (or one or more predecessor Securities) is registered at the
close of business on the regular record date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 2.8. 

    
Unless otherwise provided as contemplated by Section 2.1 with respect to the
Securities of any series, any interest and Additional Amounts, if any, on any
Security of such series which is payable, but is not paid when the same becomes
due and payable and such nonpayment continues for a period of 30 days shall
forthwith cease to be payable to the Holder on the regular record date, and such
defaulted interest and (to the extent lawful) interest on such defaulted
interest at the rate provided for in the Securities therefor (such defaulted
interest and interest thereon herein collectively called “Defaulted Interest”) shall
be paid by the Company, at its election in each case, as provided in clause (a)
or (b) below: 

    
(a) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities (or their respective predecessor Securities) are
registered at the close of business on a Special Record Date (as defined below)
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 and the date (not
less than 30 days after such notice) of the proposed payment (the
“Special Interest Payment Date”), 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 record date (the “Special Record
Date”) for the payment of such Defaulted
Interest, which date shall be not more than 15 days and not less than 10 days
prior to the Special Interest Payment Date 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 and Special Interest Payment
Date therefor to be given in the manner provided for in Section 11.2, 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 and Special Interest Payment
Date therefor having been so given, such Defaulted Interest shall be paid on the
Special Interest Payment Date to the Persons in whose names the Securities (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 (b). 

16









     (b) The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee. 

    
Subject to the foregoing provisions of this Section 2.12, 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 and Additional
Amounts, if any, each as accrued and unpaid, and to accrue, which were carried
by such other Security. 

    
Section 2.13. Temporary Securities. Until definitive
Securities of any series are ready for delivery, the Company may execute and the
Trustee shall authenticate and deliver temporary Securities of such series.
Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare
definitive Securities in exchange for temporary Securities. 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 of
authorized denominations and of like tenor. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities. 

    
Section 2.14. Persons Deemed Owners. The Company,
the Trustee, any Agent and any authenticating agent may treat the Person in
whose name any Security is registered as the owner of that Security for the
purpose of receiving payments of principal of, premium (if any) or interest on,
or any Additional Amounts with respect to, that Security and for all other
purposes. None of the Company, the Trustee, any Agent or any authenticating
agent shall be affected by any notice to the contrary. 

    
Section 2.15. Computation of Interest. Except as
otherwise provided as contemplated by Section
2.1 with respect to the Securities of any
series, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months. 


17








    
Section 2.16. Global Securities; Book-Entry Provisions. If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section
2.1, then, notwithstanding Section 2.1(k) and the provisions of
Section 2.2, any such Global Security shall represent those of the outstanding
Securities of that series as shall be specified therein and may provide that it
shall represent the aggregate amount of outstanding Securities of that series
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities of that series represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges, transfers or redemptions.
Any endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of outstanding Securities of that series represented
thereby shall be made by the Trustee (a) in such manner and upon instructions
given by such Person or Persons as shall be specified in that Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.4 or (b)
otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for that Security, from that
Depositary or its nominee on behalf of any Person having a beneficial interest
in that Global Security. Subject to the provisions of Section 2.4 and, if applicable,
Section 2.13, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified in that Security or in the applicable Company Order. Any Global
Security may be deposited with the Depositary or its nominee, or may remain in
the custody of the Trustee as the Security Custodian.

     Members of, or
participants in, the Depositary (“Agent
Members”) shall have no rights under this
Indenture with respect to any Global Security held on their behalf by the
Depositary, or the Trustee or the Security Custodian as its custodian, or under
that Global Security, and the Depositary may be treated by the Company, the
Trustee or the Security Custodian and any agent of the Company, the Trustee or
the Security Custodian as the absolute owner of that Global Security for all
purposes whatsoever. Notwithstanding the foregoing, (a) the registered holder of
a Global Security of any series may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a Holder of Securities of that series is
entitled to take under this Indenture or the Securities of that series and (b)
nothing herein shall prevent the Company, the Trustee or the Security Custodian
or any agent of the Company, the Trustee, or the Security Custodian from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or shall impair, as between the Depositary and its Agent Members,
the operation of customary practices governing the exercise of the rights of a
beneficial owner of any Security. 

    
Notwithstanding Section
2.8, and except as otherwise provided
pursuant to Section 2.1, transfers of a Global Security shall be limited to transfers
of that Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities of any series shall be transferred to all
beneficial owners of a Global Security of that series in exchange for their
beneficial interests in that Global Security if, and only if, either (a) the
Depositary 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, at a time when the Depositary is
required to be so registered in order to act as depositary, and, in either case,
a successor depositary is not appointed by the Company within 90 days of such
notice, (b) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of definitive Securities or (c) a Default or Event
of Default has occurred and is continuing with respect to the Securities and the
Registrar has received a request from the Depositary to issue Securities in
lieu of all or a portion of the Global Security (in which case the Company shall
deliver Securities promptly). 

18









     In connection
with any transfer of a portion of the beneficial interests in a Global Security
to beneficial owners pursuant to this Section
2.16, the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the Global
Security in an amount equal to the principal amount of the beneficial interest
in the Global Security to be transferred, and the Company shall execute and the
Trustee on receipt of a Company Order for the authentication and delivery of
Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount. 

    
In connection with the transfer of all the beneficial interests in a
Global Security of any series to beneficial owners pursuant to this
Section 2.16, the Global Security shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in the Global Security, an equal
aggregate principal amount of Securities of that series of authorized
denominations. 

    
Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities by the Depositary, or for maintaining, supervising or reviewing
any records of the Depositary relating to those Securities. Neither the Company
nor the Trustee shall be liable for any delay by the related Global Security
Holder or the Depositary in identifying the beneficial owners, and each such
Person may conclusively rely on, and shall be protected in relying on,
instructions from that Global Security Holder or the Depositary for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued). 

    
The provisions of the last sentence of the third paragraph of
Section 2.4
shall apply to any Global Security if that Global Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with written instructions with regard to the cancellation or reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of the third paragraph of
Section 2.4. 

    
Notwithstanding the provisions of Section 2.3 and Section 2.12, unless
otherwise specified as contemplated by Section
2.1 with respect to Securities of any series,
payment of principal of and premium (if any) and interest on and any Additional
Amounts with respect to any Global Security shall be made to the Person or
Persons specified therein. 

    
Section 2.17. CUSIP Numbers, Etc. The Company in
issuing the Securities of any series may use CUSIP numbers (if then generally in
use) and, if so, the Trustee shall use CUSIP, ISIN and Common Code numbers in
notices of redemption as a convenience to Holders of Securities of such series;
provided,
however,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of such series
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities of such
series, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee in
writing of any change in the CUSIP, ISIN and Common Code numbers. 

19









     Section
2.18. Original
Issue Discount and Foreign-Currency Denominated Securities. In determining whether the Holders of the required principal
amount of outstanding Securities have concurred in any direction, amendment,
supplement, waiver or consent, unless otherwise provided as contemplated by
Section 2.1
with respect to the Securities of any series, (a) the principal amount of an
Original Issue Discount Security of such series shall be the principal amount
thereof that would be due and payable as of the date of that determination upon
acceleration of the Maturity thereof pursuant to Section 6.2, and (b) the principal
amount of a Security of such series denominated in a foreign currency shall be
the Dollar equivalent, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for that currency, as
that rate is certified for customs purposes by the Federal Reserve Bank of New
York (the “Exchange Rate”) on the date of original issuance of that Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent, as determined by the Company by reference to the Exchange
Rate on the date of original issuance of that Security, of the amount determined
as provided in (a) above), of that Security. 

ARTICLE III 

Covenants 

    
Section 3.1. Payment of Securities. The Company
shall promptly pay the principal of, premium, if any, on, and interest and
Additional Amounts, if any, on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal, premium, if any,
interest and Additional Amounts, if any, shall be considered paid on the date
due if on such date the Trustee or the Paying Agent holds in accordance with
this Indenture immediately available funds sufficient to pay all principal,
premium and interest and Additional Amounts, if any, then due and the Trustee or
Paying Agent, as the case may be, is not prohibited from paying money to the
Holders on that date pursuant to the terms of this Indenture. 

    
The Company shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful. 

    
Notwithstanding anything to the contrary contained in this Indenture, the
Company may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America from
principal or interest payments hereunder. 

    
Section 3.2. Reports. So long as the Securities of
any series are outstanding, the Company shall: 

    
(a) furnish
to the Trustee, within 15 days after the Company files the same with the SEC,
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 SEC may from time to time by rules and regulations
prescribe) which the Company files with the SEC pursuant to Section 13 or
Section 15(d) of the Exchange Act; and

     (b) comply
with the other provisions of TIA § 314(a). 


20








    
Section 3.3. Maintenance of Office or Agency. The
Company will maintain in the United States of America an office or agency for
any series of Securities where such Securities may be presented or surrendered
for payment, where, if applicable, the 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 principal corporate trust office of the
Trustee at the address of the Trustee specified in Section 11.2 (the “Corporate Trust Office”)
shall be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any 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. 

    
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
any such designation; 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 the
United States of America for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and any change in
the location of any such other office or agency. 

    
Section 3.4. Corporate Existence. Subject to
Article IV,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence. This Section 3.4 shall not
prohibit or restrict the Company from converting into a different form of legal
entity. 

    
Section 3.5. Compliance Certificate. So long as
Securities of any series are outstanding, the Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
commencing _____, 20___, an Officers’ Certificate stating that in the course of
the performance by the signers of their duties as Officers of the Company they
would normally have knowledge of any Default or Event of Default and whether or
not the signers know of any Default or Event of Default that occurred during
such period. If they do, the certificate shall describe the Default or Event of
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA §
314(a)(4).

    
Section 3.6. Statement by Officers as to Default.
So long as Securities of any series are outstanding, the Company shall deliver
to the Trustee, as soon as possible and in any event within 5 Business Days
after the Company becomes aware of the occurrence of any Event of Default or
Default with respect to that series an Officers’ Certificate setting forth the
details of such Event of Default or Default and the
action which the Company is taking or proposes to take in respect thereof.


21









     Section
3.7. Additional
Amounts. If the Securities of a series
expressly provide for the payment of Additional Amounts, the Company will pay to
the Holder of any Security of that series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or the net proceeds received from the sale or
exchange of any Security of any series, that mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this
Section 3.7
to the extent that, in that context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section 3.7, and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where that express mention is not made. 

    
Unless otherwise provided pursuant to Section 2.1 with respect to Securities
of any series, if the Securities of a series provide for the payment of
Additional Amounts, the Company shall furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers’ Certificate, which shall specify the amount, if any, required to be
withheld on payments of Additional Amounts to certain Holders of Securities, and
the Company will pay to that Paying Agent the Additional Amounts required by
this Section. The Company covenants to indemnify the Trustee and any Paying
Agent for and to hold them harmless against any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section 3.7. 

ARTICLE IV 

Successors 

    
Section 4.1. Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge with or into
or, directly or indirectly, sell, assign, convey, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person or Persons in a
single transaction or through a series of transactions, unless: 

    
(a) the
Company shall be the successor or continuing Person or, if the Company is not
the successor or continuing Person, the resulting, surviving or transferee
Person (the “Surviving Entity”) is a corporation, partnership or limited liability company
organized and existing under the laws of the United States, any State thereof or
the District of Columbia and, if such entity is not a corporation, a co-obligor
of Securities is a corporation organized or existing under any such laws, that
expressly assumes all of the Company’s obligations under the Securities and this
Indenture pursuant to a supplement hereto executed and delivered to the Trustee;


    
(b) immediately after giving effect to such transaction or series of
transactions, no Event of Default has occurred and is continuing; and


     (c) the
Company or the Surviving Entity shall have delivered to the Trustee an Officers’
Certificate and Opinion of Counsel stating that the transaction or series of
transactions and any supplement hereto complies with the applicable terms of
this Indenture. 

22









    
If any consolidation or merger or any sale, assignment, conveyance,
lease, transfer or other disposition of all or substantially all of the
Company’s assets occurs in accordance with the terms hereof, the Surviving
Entity 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
Surviving Entity had been named as the Company, and thereafter the Company shall
(except in the case of a lease) be discharged from all obligations and covenants
under this Indenture and any Securities issued hereunder, and may be liquidated
and dissolved. Notwithstanding the foregoing, the Company may merge or
consolidate into or with any Subsidiary. 

ARTICLE V 

Redemption of
Securities 

    
Section 5.1. Applicability of Article. Redemption
of Securities at the election of the Company or otherwise, as permitted or
required by any provision of this Indenture, shall be made in accordance with
such provision and (except as otherwise provided as contemplated by
Section 2.1
with respect to the Securities of any series) this Article V. 

    
Section 5.2. Election to Redeem; Notice to Trustee.
In case of any redemption of any series of Securities at the election of the
Company, the Company shall, upon not later than the earlier of the date that is
45 days prior to the Redemption Date fixed by the Company or the date on which
notice is given to the Holders (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee in accordance with the
procedures of the DTC to select the Securities of such series to be redeemed
pursuant to Section 5.3. 

    
Section 5.3. Selection by Trustee of Securities to Be Redeemed. If fewer than all of the Securities of any series are to be
redeemed at any time, the Securities of any series shall be selected in
accordance with the procedures of the DTC for redemption as follows: 

    
(a) if the
Securities are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange on which the
Securities are listed; or 

    
(b) if the
Securities are not listed on any national securities exchange, on a pro rata
basis and in accordance with applicable DTC procedures. 


23








    
Section 5.4. Notice of Redemption. Notice of
redemption shall be given in the manner provided for in Section 11.2 not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, except that redemption notices may be mailed more
than 60 days prior to a Redemption Date if such notice is issued in connection
with a defeasance of the Securities or a
satisfaction and discharge of this Indenture. Notice of any redemption may, at
the Company’s discretion, be subject to one or more conditions precedent. The
Trustee shall give notice of redemption in the Company’s name and at the
Company’s expense; provided, however, that the Company shall deliver to the Trustee, at least 45
days prior to the Redemption Date (unless a shorter notice shall be satisfactory
to the Trustee), an Officers’ Certificate requesting that the Trustee give such
notice at the Company’s expense and setting forth the information to be stated
in such notice as provided in the following items. 

     All notices of
redemption shall state: 

    
(a) the
Redemption Date; 

    
(b) the
redemption price (or the method of calculating the redemption price) and the
amount of accrued interest and Additional Amounts, if any, to the Redemption
Date payable as provided in Section
5.6; 

    
(c) if less
than all outstanding Securities are to be redeemed, the identification of the
particular Securities (or portion thereof) to be redeemed, as well as the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities to be outstanding after such partial redemption;


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

    
(e) that on
the Redemption Date the redemption price (and accrued interest, if any, to the
Redemption Date payable as provided in Section
5.6) will become due and payable upon each
such Security, or the portion thereof, to be redeemed, and, unless the Company
defaults in making the redemption payment, that interest and Additional Amounts,
if any, on Securities (or the portions thereof) called for redemption will cease
to accrue on and after said date; 

    
(f) the
place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any; 

    
(g) the
name and address of the Paying Agent; 

    
(h) that
Securities called for redemption (other than a Global Note) must be surrendered
to the Paying Agent to collect the redemption price; 

    
(i) the
CUSIP, ISIN or Common Code number, and that no representation is made as to the
accuracy or correctness of the CUSIP, ISIN or Common Code number, if any, listed
in such notice or printed on the Securities; and 

    
(j) the
section of this Indenture and the paragraph of the Securities pursuant to which
the Securities are to be redeemed. 

Any redemption and notice thereof pursuant
to this Indenture may, in the Company’s discretion, be subject to the
satisfaction of one or more conditions. 

24









     Section
5.5. Deposit of
Redemption Price. Not later than 11:00 a.m.
New York time on the 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 2.6) an amount of money
sufficient to pay the redemption price of, and accrued interest and Additional
Amounts, if any, on, all the Securities which are to be redeemed on that date.


    
Section 5.6. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, unless the notice of
redemption is subject to one or more conditions precedent which have not been
satisfied, the Securities or portions of Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the redemption price therein
specified (together with accrued and unpaid interest and Additional Amounts, if
any, to the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the redemption price and accrued interest and
Additional Amounts, if any) such Securities shall cease to bear interest and
Additional Amounts, if any. 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 and unpaid interest and Additional
Amounts, if any, to the Redemption Date (subject to the rights of Holders of
record on the relevant record date to receive interest and Additional Amounts,
if any, due on an Interest Payment Date that is on or prior to the Redemption
Date). 

    
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 and Additional Amounts, if any, from the Redemption Date at the
rate borne by the Securities. 

    
Section 5.7. Securities Redeemed in Part. Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article V) shall be surrendered at the office or agency of the Company maintained
for such purpose pursuant to Section
2.5 (with, if the Company or the Trustee so
require, 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 such Holder’s attorney duly authorized in writing), and the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the Holder of such Security at the expense of the Company, a new Security or
Securities, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered, provided that each such new Security
will be in a principal amount of $1,000 or integral multiple thereof. No
Securities of $1,000 or less may be redeemed in part. 

25








ARTICLE VI 

Defaults and Remedies 

     Section
6.1. Events of
Default. Unless either inapplicable to a
particular series or specifically deleted or modified in or pursuant to the
supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series, an “Event of Default,” wherever used
herein with respect to Securities of any series, occurs if: 

    
(a) the
Company defaults in the payment of any installment of interest on or Additional
Amounts, if any, with respect to any Security of that series under this
Indenture when due, continued for 90 days and the time for payment has not been
extended or deferred; 

    
(b) the
Company defaults in the payment when due (at Stated Maturity, upon redemption or
otherwise) of the principal of, or premium, if any, on the Securities of that
series; 

    
(c) the
Company fails for 90 days after written notice to the Company from the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Securities of that series then outstanding to observe or perform any of the
other covenants contained in this Indenture or with respect to Securities of
that series; 

    
(d) the
Company fails to deposit any sinking fund payment, when due, in respect of any
debt security of that series; 

    
(e) the
Company pursuant to or within the meaning of any Bankruptcy Law (1) commences a
voluntary case, (2) consents to the entry of an order for relief against it in
an involuntary case, (3) consents to the appointment of a Custodian of it or for
all or substantially all of its property or (4) makes a general assignment for
the benefit of its creditors; or

    
(f) a court
of competent jurisdiction enters an order under any Bankruptcy Law that (1) is
for relief against the Company in an involuntary case, (2) appoints a Custodian
of the Company for all or substantially all of the Company’s properties, or (3)
orders the liquidation of the Company, and, in either of the above cases, the
order or decree remains unstayed and in effect for 90 days. 

    
Section 6.2. Acceleration. Except as otherwise
provided as contemplated by Section 2.1 with respect to the Securities of
any series, in the case of an Event of Default with respect to such series
specified in Section 6.1(e) or Section
6.1(f), all outstanding Securities of such
series shall become due and payable immediately without further action or notice
by the Trustee or the Holders. Holders may not enforce this Indenture or the
Securities except as provided in this Indenture. 


26








    
Except as otherwise provided as contemplated by Section 2.1 with respect to
the Securities of such series, if any Event of Default with respect to any
Securities of such series at the time outstanding (other than those of the type
described in Section 6.1(e) or Section
6.1(f)) occurs and is continuing, the Trustee may,
and at the direction of the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then outstanding shall, declare the
principal of all the Securities of that series, together with all accrued and
unpaid interest and Additional Amounts, if any, and premium, if any, to be due
and payable immediately by notice in writing to the Company and the Trustee
specifying the respective Event of Default and that such notice is a notice of
acceleration, and the same shall become immediately due and payable. 

     Except as
otherwise provided as contemplated by Section
2.1 with respect to the Securities of any
series, at any time after a declaration of acceleration with respect to the
Securities of such series, the Holders of not less than a majority in principal
amount of the Securities of that series then outstanding (by notice to the
Trustee) may, on behalf of the Holders of all the Securities of that series,
rescind and cancel such declaration and its consequences if: 

    
(a) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; 

    
(b) all
existing Defaults and Events of Default with respect to Securities of that
series have been cured or waived except nonpayment of principal of or interest
on the Securities of that series that has become due solely by reason of such
declaration of acceleration; 

    
(c) to the
extent the payment of such interest is lawful, interest (at the same rate
specified in the Securities of such series) on overdue installments of interest
and Additional Amounts, if any, and overdue payments of principal which has
become due otherwise than by such declaration of acceleration has been paid;


    
(d) the
Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its reasonable expenses (including attorney fees and expenses),
disbursements and advances; and 

    
(e) in the
event of the cure or waiver of an Event of Default of the type described in
Section 6.1(e) or Section 6.1(f), the Trustee has received an Officers’ Certificate and
Opinion of Counsel that such Event of Default has been cured or waived.


    
Section 6.3. Other Remedies. If an Event of Default
with respect to any series occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of (or premium, if any) or
interest or Additional Amounts, if any, on the Securities of such series or to
enforce the performance of any provision of the Securities of such series or
this Indenture with respect to such series. 

    
The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative. 

27








     Section
6.4. Waiver of
Past Defaults. Except as otherwise provided
as contemplated by Section 2.1 with respect to the Securities of any series, the Holders of
a majority in principal amount of the then outstanding Securities of such series
by notice to the Trustee may, on behalf of the Holders of all the Securities of
such series, (a) waive, by their consent (including, without limitation consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities of such series), an existing Default or Event of Default, with
respect to such series and its consequences or compliance with any provisions
except (1) a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest or Additional Amounts, if any, on a Security of
such series or (2) a Default or Event of Default in respect of a provision that
under Section 9.2 cannot be amended without the consent of each Holder affected and (b)
rescind any such acceleration with respect to the Securities of such series and
its consequences if rescission would not conflict with any judgment or decree of
a court of competent jurisdiction. When a Default or Event of Default is waived,
it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any consequent right. 

    
Section 6.5. Control by Majority. With respect to
Securities of any series, the Holders of not less than a majority in principal
amount of the outstanding Securities of such series may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section
7.1 and Section 7.2, that the Trustee
determines is unduly prejudicial to the rights of the other Holders or would
involve the Trustee in personal liability. Prior to taking any action hereunder,
the Trustee shall receive indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action. 

    
Section 6.6. Limitation on Suits. Subject to
Section 6.7, a Holder of a Security of any series may not pursue any remedy with
respect to this Indenture or the Securities of such series unless: 

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

    
(b) Holders
of not less than 25% in aggregate principal amount of the outstanding Securities
of such series have made written request to the Trustee to institute a
proceeding as Trustee; 

    
(c) such
Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the loss, liability and expense to be incurred in compliance with such
request; and 

    
(d) the
Trustee has failed to institute such proceeding, and has not received from the
Holders of not less than a majority in aggregate principal amount of the debt
securities of that series a direction inconsistent with the request within 60
days after the notice, request and offer 

         
A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder. 

28








     Section
6.7. Rights of
Holders to Receive Payment. Notwithstanding
any other provision of this Indenture (including, without limitation,
Section 6.6), the right of any Holder to receive payment of principal of, premium
(if any) or interest or Additional Amounts, if any, when due on the Securities
held by such Holder, on or after the respective due dates expressed in the
Securities, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder. 

    
Section 6.8. Collection Suit by Trustee. If an
Event of Default specified in Section 6.1(a) or Section 6.1(b) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount then due and owing (together with interest on any unpaid
interest to the extent lawful) with respect to such series and the amounts
provided for in Section 7.7. 

    
Section 6.9. Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the Company, its
Subsidiaries or its or their respective creditors or properties and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make 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 its counsel, and any other amounts due the Trustee under Section 7.7. To the extent
that the payment of any such compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.7 out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 

    
Section 6.10. Priorities. If the Trustee collects
any money or property pursuant to this Article
VI, it shall pay out the money or property in
the following order: 

    
FIRST: to the Trustee for amounts
due under Section 7.7; 

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


     THIRD: to the Company or to such
other party as a court of competent jurisdiction may direct. 

29









    
The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section
6.10. At least 15 days before such record
date, the Company shall mail to each Holder and the Trustee a notice that states
the record date, the payment date and amount to be paid. 

    
Section 6.11. Undertaking for Costs. In any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in
its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of
more than 10% in outstanding principal amount of the Securities of any series.


ARTICLE VII 

Trustee 

Section 7.1. Duties of Trustee. If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs; provided that if an Event of Default occurs and is continuing, the
Trustee will be under no obligation to exercise the rights or powers under this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee indemnity or security against loss, liability or
expense satisfactory to the Trustee in its sole discretion. 

    
(b) Except
during the continuance of an Event of Default with respect to the Securities of
any series: 

    
(1) the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and 

    
(2) in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates, opinions or orders furnished to the Trustee and conforming to
the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine such
certificates and opinions to determine whether or not they conform on their face
to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein). 

30









    
(c) The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that: 

    
(1) this
paragraph does not limit the effect of Section 7.1(b); 

    
(2) the
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts; and 

    
(3) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.5. 

    
(d) Every
provision of this Indenture that in any way relates to the Trustee is subject to
Section 7.1(a), Section 7.1(b), and Section
7.1(c). 

    
(e) The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. 

    
(f) Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law. 

    
(g) No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers. 

    
(h) Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 7.1 and to the provisions of the TIA. 

    
(i) Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company. 

    
(j) 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
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses (including reasonable
attorneys’ fees and expenses) and liabilities that might be incurred by it in
compliance with such request or direction. 

Section 7.2. Rights of Trustee. Subject to Section
7.1: 

    
(a) The
Trustee may conclusively rely on any document (whether in its original or
facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the
document.

31










     (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate and/or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on an
Officers’ Certificate and/or Opinion of Counsel.

     (c)
The Trustee may act through its attorneys and
agents and shall not be responsible for the misconduct or negligence of any
agent appointed with due care. 

     (d)
The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within the rights or powers conferred upon it by this Indenture.

     (e)
The Trustee may consult with counsel of its
selection, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Securities shall be full and complete
authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

     (f)
The Trustee is not required to make any inquiry
or investigation into facts or matters stated in any 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 determines to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company.

     (g)
The Trustee is not required to take notice or
shall not be deemed to have notice of any Default or Event of Default hereunder
with respect to any series of Securities, unless a Trust Officer of the Trustee
has actual knowledge thereof or has received notice in writing referencing the
Securities and this Indenture of such Default or Event of Default from the
Company or the Holders of not less than 25% in aggregate principal amount of the
Securities of such series then outstanding, and in the absence of any such
notice, the Trustee may conclusively assume that no such Default or Event of
Default exists.

     (h)
The Trustee is not required to give any bond or
surety with respect to the performance of its duties or the exercise of its
powers under this Indenture.

     (i)
In the event the Trustee receives inconsistent or
conflicting requests and indemnity from two or more groups of Holders of
Securities, each representing less than the aggregate principal amount of
Securities outstanding required to take any action thereunder, the Trustee, in
its sole discretion may determine what action, if any, shall be
taken.

     (j)
The Trustee’s immunities and protections from
liability and its right to indemnification in connection with the performance of
its duties under this Indenture shall extend to the Trustee’s officers,
directors, agents, attorneys and employees. Such immunities and protections and
right to indemnification, together with the Trustee’s right to compensation,
shall survive the Trustee’s resignation or removal, the discharge of this
Indenture and final payments of the Securities.

32 








     (k)
The permissive right of the Trustee to take
actions permitted by this Indenture shall not be construed as an obligation or
duty to do so.

     (l)
The Trustee shall have no duty to inquire as to
the performance of the Company’s covenants herein.

     (m)
In no event shall the Trustee be responsible or
liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action. 

    
Section 7.3. Individual Rights of Trustee. The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Section
7.10 and Section 7.11. 

    
Section 7.4. Trustee’s Disclaimer. The Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company’s use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or in the
Securities other than the Trustee’s certificate of authentication. 

    
Section 7.5. Notice of Defaults. If a Default or
Event of Default with respect to the Securities of any series occurs and is
continuing and if a Trust Officer has actual knowledge thereof, the Trustee
shall mail to each Holder of a Security of such series notice of the Default or
Event of Default within 90 days after it occurs, unless the Default was already
cured or waived. Except in the case of a Default or Event of Default in payment
of principal of or interest on any Security of any series, the Trustee may
withhold the notice if and so long as a committee of its trust officers in good
faith determines that withholding the notice is in the interests of Holders of
such series. 

    
Section 7.6. Reports by Trustee to Holders. As
promptly as practicable after each May 15 beginning with the May 15 following
the date of this Indenture and for so long as the Securities of any series
remain outstanding, the Trustee shall mail to each Holder of Securities of such
series a brief report dated as of such reporting date that complies with TIA §
313(a). The Trustee also shall comply with TIA § 313(b). The Trustee shall also
transmit by mail all reports required by TIA § 313(c). 

    
A copy of each report at the time of its mailing to Holders of Securities
of any series shall be filed with the SEC and each stock exchange (if any) on
which the Securities of such series are listed. The Company agrees to notify
promptly the Trustee whenever the Securities of any series become listed on any
stock exchange and of any delisting thereof.

33 








    
Section 7.7. Compensation and Indemnity. The
Company shall pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder as the Company and the
Trustee shall from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
costs of preparing and reviewing reports, certificates and other documents,
costs of preparation and mailing of notices to Holders, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all losses, liabilities, damages, claims, penalties, fines or
expenses (including reasonable attorneys’ fees and expenses) (for purposes of
this Section 7.7, “losses”) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Indenture (including this Section 7.7) and of defending itself
against any claims (whether asserted by any Holder, the Company or otherwise),
except to the extent such losses may be attributable to its negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall provide reasonable cooperation at the Company’s
expense in the defense. The Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel provided that the Company shall
not be required to pay such fees and expenses if it assumes the Trustee’s
defense, and, in the reasonable judgment of outside counsel to the Trustee,
there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company shall not be under any obligation to
pay for any written settlement without its consent, which consent shall not be
unreasonably delayed, conditioned or withheld. The Company need not reimburse
any expense incurred by the Trustee through the Trustee’s own willful
misconduct, gross negligence or bad faith. 

    
To secure the Company’s payment obligations in this Section 7.7, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of, interest and Additional Amounts, if any, on particular Securities.


    
The Company’s payment obligations pursuant to this Section 7.7 shall survive
the discharge of this Indenture, the resignation or removal of the Trustee and
payment in full of the Securities. When the Trustee incurs expenses after the
occurrence of a Default specified in Section
6.1(e) or Section 6.1(f), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.


34 








    
Section 7.8. Replacement of Trustee. The Trustee
may resign at any time by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee with respect to the Securities of such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if: 

     (a)
the Trustee fails to comply with Section
7.10;

     (b)
the Trustee is adjudged bankrupt or
insolvent;

     (c)
a receiver or other public officer takes charge
of the Trustee or its property; or

     (d)
the Trustee otherwise becomes incapable of
acting. 

    
If the Trustee resigns or is removed by the Company or by the Holders of
a majority in principal amount of the then outstanding Securities of any series
and such Holders of such series do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of the Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint a successor Trustee with respect to such series.


    
If a successor Trustee with respect to Securities of any series does not
take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee or the Holders of at least 10% in principal amount of the then
outstanding Securities of such series may petition, at the Company’s expense,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to Securities of such series. 

    
If the Trustee with respect to the Securities of a series fails to comply
with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA §
310(b), any Holder who has been a bona fide Holder of a Security of such series
for at least six months may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect
to such series. 

    
In case of the appointment of a successor Trustee with respect to all
Securities, each such successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, power and duties of the retiring
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.7. 

    
In case of the appointment 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
(but not all) series shall execute and deliver an indenture supplemental hereto
in which each successor Trustee shall accept such appointment and that (a) shall
confer to each successor Trustee all the rights, powers 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, (b) if the retiring Trustee
is not retiring with respect to all Securities, shall confirm that all the
rights, powers 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 (c) 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.
Nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, and 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. 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
shall have all the rights, powers 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. On request of the Company or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all
property held by such retiring Trustee as Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates. Such retiring Trustees shall, however, have the right to deduct its
unpaid fees and expenses, including attorneys’ fees.

35 








    
Notwithstanding the replacement of the Trustee pursuant to this
Section 7.8, the Company’s obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee. 

    
Section 7.9. Successor Trustee by Merger. If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee. 

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


    
Section 7.10. Eligibility; Disqualification. The
Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee
shall have a combined capital and surplus of at least $50.0 million as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA § 310(b); provided, however, that there shall be excluded
from the operation of TIA § 310(b)(1) any indenture or indentures under which
other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA § 310(b)(1) are met. 

    
Section 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated. 

ARTICLE VIII 

Legal Defeasance and Covenant
Defeasance 

    
Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance. Unless otherwise designated pursuant to Section 2.1(t), the
Securities of any series shall be subject to defeasance or covenant defeasance
pursuant to Section 8.2 or Section 8.3, in accordance with any applicable requirements provided
pursuant to Section 2.1 and upon compliance with the conditions set forth in this
Article VIII. The Company may, at its option and at any time, elect to have either
Section 8.2
or Section 8.3 be applied to all outstanding Securities of any series so subject to
defeasance or covenant defeasance. Any such election shall be evidenced by a
Board Resolution of the Company or in another manner specified as contemplated
by Section 2.1 for such Securities.

36 








    
Section 8.2. Legal Defeasance and Discharge. Upon
the Company’s exercise under Section
8.1 of the option applicable to this
Section 8.2
with respect to Securities of any series, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4, be deemed to have been
discharged from its Obligations with respect to all outstanding Securities of
such series on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by the outstanding Securities
with respect to such series, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section
8.5 and the other Sections of this Indenture
referred to in clauses (a) through (e) below, and to have satisfied all its
other obligations under the Securities with respect to such series and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities with
respect to such series to receive, solely from the trust fund described in
Section 8.4
and Section 8.5, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest and Additional Amounts, if any, on
such Securities when such payments are due, (b) the Company’s Obligations with
respect to such Securities under Article
II and Section 3.1, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith, (d) the optional redemption provisions, if
any, with respect to such Securities, and (e) this Article VIII. If the Company exercises
under Section 8.1 the option applicable to this Section
8.2, subject to the satisfaction of the
conditions set forth in Section
8.4, payment of the Securities with respect
to such series may not be accelerated because of an Event of Default. Subject to
compliance with this Article
VIII, the Company may exercise its option
under this Section 8.2 notwithstanding the prior exercise of its option under
Section 8.3. 

    
Section 8.3. Covenant Defeasance. Upon the
Company’s exercise under Section
8.1 of the option applicable to this
Section 8.3 with respect to Securities of any series, the Company shall, with respect
to such series of Securities, subject to the satisfaction of the conditions set
forth in Section 8.4, be released from its obligations under the covenants
contained in Section 3.2 and Section
3.3, with respect to the outstanding
Securities of such series on and after the date the conditions set forth in
Section 8.4 are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of such
series shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders of such series (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1,
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. If the Company exercises under
Section 8.1
the option applicable to this Section
8.3, subject to the satisfaction of the
conditions set forth in Section
8.4, payment of the Securities of such series
may not be accelerated because of an Event of Default specified in
Section 6.1(c) (with respect to Section
3.2 and Section 3.3), Section 6.1(e) or
Section 6.1(f).

37 








    
Section 8.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either
Section 8.2
or Section 8.3 to the outstanding Securities of any series. 

    
In order to exercise Legal Defeasance or Covenant Defeasance with respect
to the Securities of any series: 

     (a)
the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders of the Securities of such
series, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars, and non-callable Government Securities, in
amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants, to
pay the principal of, and interest and Additional Amounts, if any, and premium,
if any, on the outstanding Securities of such series on the stated date for
payment or on the applicable Redemption Date, as the case may be, and the
Company must specify whether the Securities of such series are being defeased to
such stated date for payment or to a particular Redemption Date;

     (b)
in the case of Legal Defeasance, the Company must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that: (1) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling; or (2) since the date of
this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel will confirm that, the Holders of the outstanding Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and shall be subject to federal income tax
in the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;

     (c)
in the case of Covenant Defeasance, the Company
must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that Holders of the outstanding Securities of such series
shall not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and shall be subject to federal income tax in
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred; 

38 








     (d)
no Default or Event of Default has occurred and
be continuing with respect to the Securities of such series on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit);

     (e)
such Legal Defeasance or Covenant Defeasance will
not result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than this Indenture) to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;

     (f)
the Company must deliver to the Trustee an
Officers’ Certificate stating that such deposit was not made by the Company with
the intent of preferring the Holders of Securities of such series over the other
creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and

     (g)
the Company must deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance
have been complied with. 

     Section
8.5. Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section
8.6, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee), collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section
8.4 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 of such series and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of Securities of such series
of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but
such cash and securities need not be segregated from other funds except to the extent required by law. 

    
The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section
8.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Securities of such series.


    
Anything in this Article
VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any cash or non-callable Government Securities held by it as
provided in Section 8.4 which, in the opinion of a nationally recognized independent
registered public accounting firm expressed in a written certification thereof
delivered to the Trustee (which may be the certification delivered under
Section 8.4(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


    
Section 8.6. Repayment to Company. Any cash or
non-callable Government Securities deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of, premium, if any, on, or interest or Additional Amounts, if any, on, any
Security of any series and remaining unclaimed for one year after such
principal, premium, if any, or interest or Additional Amounts, if any, has
become due and payable shall be paid to the Company on its request (unless an
abandoned property law designates another Person) or (if then held by the
Company) shall be discharged from such trust; and such Holder shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such cash and
securities, and all liability of the Company as Trustee thereof, shall thereupon
cease; provided,
however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in
The New York Times and The Wall Street
Journal (national edition), notice that such
cash and securities remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such cash and securities then remaining
shall be repaid to the Company.

39 








    
Section 8.7. Reinstatement. If the Trustee or
Paying Agent is unable to apply any cash or non-callable Government Securities
in accordance with Section 8.2, Section
8.3 or Section 8.5, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to
Section 8.4
until such time as the Trustee or Paying Agent is permitted to apply all such
cash and securities in accordance with Section
8.2, Section 8.3 or Section 8.5, as the case
may be; provided, however, that, if the Company makes any payment of principal of, premium, if
any, on, or interest or Additional Amounts, if any, on, any Security of such
series following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such series to receive such payment
from the cash and securities held by the Trustee or Paying Agent. 

ARTICLE IX 

Amendments 

    
Section 9.1. Without Consent of Holders. Except as
otherwise provided as contemplated by Section
2.1 with respect to the Securities of any
series and notwithstanding Section
9.2, the Company and the Trustee may amend or
supplement this Indenture or the Securities without notice to or consent of any
Holder: 

     (a)
to cure any ambiguity, defect or
inconsistency;

     (b)
to make any such changes as are required for this
Indenture to comply with the Trust Indenture Act;

     (c)
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;

     (d)
to comply with Article IV hereof; 

40 








     (e)
to provide for uncertificated Securities in
addition to or in place of certificated Securities;

     (f)
to add any additional Events of Default with
respect to all or any series of the Securities (and, if any such Event of
Default is applicable to less than all series of Securities, specifying the
series to which such Event of Default is applicable);

     (g)
to change or eliminate any of the provisions of
this Indenture; provided that any such change or elimination shall become
effective only when there is no outstanding Security of any series created prior
to the execution of such amendment or supplemental indenture that is affected in
any material respect by such change in or elimination of such
provision;

     (h)
to establish the form or terms of Securities of
any series as permitted by Section
2.1;

     (i)
to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to Section 8.1; provided,
however, that any such action shall not adversely affect the interest of the
Holders of Securities of such series or any other series of Securities in any
material respect;

     (j)
to evidence and provide for the acceptance under
this Indenture of a successor trustee;

     (k)
to conform the text of this Indenture or any
Securities to the description thereof in any prospectus or prospectus supplement
of the Company with respect to the offer and sale of Securities of any series,
to the extent that such provision is inconsistent with a provision of this
Indenture or the Securities;

     (l)
to secure the Securities of any series or to
provide that any of our obligations to any Holder will be guaranteed and the
terms of such guarantees; or

     (m)
to make any change that would provide any
additional rights or benefits to the Holders of Securities of any series or that
does not adversely affect the legal rights under this Indenture of any such
Holder in any material respect. 

    
After an amendment under this Indenture becomes effective, the Company is
required to mail to the Holders of each Security affected thereby a notice
briefly describing such amendment. However, the failure to give such notice to
all the Holders of each Security affected thereof, or any defect therein, will
not impair or affect the validity of the amendment or supplemental indenture
under this Section 9.1. 

    
Section 9.2. With Consent of Holders. Except as
otherwise provided as contemplated by Section
2.1 with respect to the Securities of any
series, except as provided below in this Section 9.2, the Company and the
Trustee may amend or supplement this Indenture with the written consent
(including consents obtained in connection with a tender offer or exchange offer
for Securities) of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by such amendment or supplement
(acting as a single class).

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Upon the request of the Company, accompanied by a Board Resolution, and
upon the filing with the Trustee of evidence of the written consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents described
in Section 9.5, the Trustee shall, subject to Section
9.6, join with the Company in the execution
of such amendment or supplemental indenture. 

    
Except as otherwise provided as contemplated by Section 2.1 with respect to
the Securities of any series, the Holders of a majority in principal amount of
the then outstanding Securities of one or more series or of all series affected
by such waiver (acting as a single class) may waive compliance in a particular
instance by the Company with any provision of this Indenture with respect to
Securities of such series (including waivers obtained in connection with a
tender offer or exchange offer for Securities of such series). 

    
However, except as otherwise provided as contemplated by Section 2.1 with respect to
the Securities of any series, without the consent of each Holder affected, an
amendment, supplement or waiver may not (with respect to any Securities held by
a non-consenting Holder): 

     (a)
reduce the percentage of principal amount of
Securities whose Holders must consent to an amendment, supplement or
waiver;

     (b)
reduce the rate of or change the time for payment
of interest, including default interest on any Security;

     (c)
reduce the principal of, or any installment of
principal of or interest or Additional Amounts, if any, on, any Security or
reduce the amount of principal that would be due and payable upon declaration of
acceleration of maturity;

     (d)
waive a Default or Event of Default in the
payment of principal of, or interest or premium, or Additional Amounts, if any,
on the Securities (except a rescission of acceleration of the Securities by the
Holders of at least a majority in aggregate principal amount of the then
outstanding Securities and a waiver of the payment default that resulted from
such acceleration);

     (e)
make any Security payable in currency other than
that stated in the Securities;

     (f)
impair the right of a Holder of Securities to
institute suit for the enforcement of any payment on the Securities;

     (g)
make any change in the provisions of this
Indenture relating to waivers of past Defaults or the rights of Holders of
Securities to receive payments of principal of, or interest or premium, if any,
on the Securities (other than as permitted in Section 9.2(h)); or

     (h)
waive a redemption payment with respect to any
Security. 

42 








    
It shall not be necessary for the consent of the Holders under this
Section 9.2
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance of the proposed
amendment.

    
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 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 any other series. 

    
A consent to any amendment or waiver under this Indenture by any Holder
of the Securities given in connection with a tender of such Holder’s Securities
will not be rendered invalid by such tender. After an amendment under this
Section becomes effective, the Company shall mail to Holders of each Security
affected thereby a notice briefly describing such amendment. The failure to give
such notice to all Holders of each Security affected thereby, or any defect
therein, shall not impair or affect the validity of an amendment, supplemental
indenture or waiver under this Section
9.2. 

    
Section 9.3. Compliance with Trust Indenture Act.
Every amendment or supplement to this Indenture or the Securities shall comply
with the Trust Indenture Act of 1939 as then in effect. 

    
Section 9.4. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall
be in writing and bind the Holder and every subsequent Holder of that Security
or portion of the Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent or waiver is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent
or waiver as to such Holder’s Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment or waiver
becomes effective. After an amendment or waiver becomes effective with respect
to a series of Securities, it shall bind every Holder of Securities of such
series. 

    
For purposes of this Indenture, the written consent of the Holder of a
Global Security shall be deemed to include any consent delivered by an Agent
Member by electronic means in accordance with the Automated Tender Offer
Procedures system or other customary procedures of, and pursuant to
authorization by, DTC. 

    
The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. The Trustee may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any series
entitled to join in the giving, making or taking of (a) any notice permit to
Section 6.1(c) or otherwise of any Default, (b) any declaration of acceleration
pursuant to Section 6.2, (c) any request to institute proceedings pursuant to
Section 6.6(b), or (d) any direction referred to in Section 6.5, in each case with respect
to such series. If a record date is so fixed, then notwithstanding the second
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No such consent shall become valid or effective more than 180 days after
such record date.

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Section 9.5. Notation on or Exchange of Securities.
If an amendment changes the terms of a Security, the Trustee may require the
Holder of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Security shall not affect the validity of
such amendment. 

    
Section 9.6. Trustee To Sign Amendments. The
Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section
7.1 and Section 7.2) shall be fully protected
in relying upon an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Indenture,
that such amendment is the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
customary exceptions, and that such amendment complies with the provisions
hereof (including Section 9.3). 

ARTICLE X 

Satisfaction and
Discharge 

    
Section 10.1. Satisfaction and Discharge. This
Indenture will be discharged and will cease to be of further effect as to all
Securities of any series issued hereunder (except as to surviving rights of
registration of transfer or exchange of such Securities and as otherwise
specified hereunder), when: 

     (a)
either: 

     (1)
all outstanding Securities of such series that
have been authenticated, except lost, stolen or destroyed Securities that have
been replaced or paid and Securities of such series for whose payment money has
been deposited in trust and thereafter repaid to the Company, have been
delivered to the Trustee for cancellation; or

     (2)
all outstanding Securities of such series that
have not been delivered to the Trustee for cancellation have become due and
payable or will become due and payable within one year by reason of the mailing
of a notice of redemption or otherwise and the Company has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders of Securities of such series, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the entire
indebtedness on such Securities not delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest and Additional Amounts, if
any, to the date of maturity or redemption;

44 








     (b)
no Default or Event of Default with respect to
such series has occurred and is continuing on the date of the deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;

     (c)
the Company has paid or caused to be paid all
sums payable by it hereunder with respect to such series;

     (d)
the Company has delivered irrevocable
instructions to the Trustee hereunder to apply the deposited money toward the
payment of such Securities at fixed maturity or the Redemption Date, as the case
may be; and

     (e)
the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, which state that all conditions
precedent under this Indenture relating to the satisfaction and discharge of
this Indenture with respect to such series have been satisfied. 

ARTICLE XI 

Miscellaneous 

    
Section 11.1. Trust Indenture Act Controls. If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
provision required by the TIA shall control. 

    
Section 11.2. Notices. Any notice or communication
shall be in writing and delivered in person, by facsimile or overnight air
courier guaranteeing next day delivery or mailed by first-class mail addressed
as follows: 

          if to the
Company: 

          Computer
Sciences Corporation 
          3170
Fairview Park Drive 
          Falls
Church, VA 22042 
          Attention:
General Counsel 

45 








          if to the
Trustee: 

          The Bank of New York Mellon 
          400 South
Hope Street 
          Mellon Bank
Center 
          Los
Angeles, CA 90071 
          Facsimile
Number: (213) 630-6298 
          Attention:
Corporate Trust Administration 

    
The Company or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.


    
Any notice or communication mailed to a registered Holder shall be mailed
to the Holder at the Holder’s address as it appears on the registration books of
the Registrar and shall be sufficiently given if so mailed within the time
prescribed. The Registrar shall provide the Company with address information
with respect to the Holders as promptly as practicable following the Company’s
request therefor. Any notice or communication shall also be mailed to any Person
described in TIA § 3.13(c), to the extent required by the TIA. 

    
Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above to the Holders, it is duly
given, whether or not the addressee receives it. 

    
Section 11.3. Communication by Holders with other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA § 312(c). 

    
Section 11.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the
Trustee to take or refrain from taking any action under this Indenture, the
Company shall furnish to the Trustee: 

     (a)
an Officers’ Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.5) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

     (b)
an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.5) stating that, in the opinion of such counsel, all such
conditions precedent have been complied with. 

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

46 








    
Any certificate or opinion of an Officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, and may
state that it is so based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Officer or Officers of the
Company stating that the information with respect to such factual matters known
to the Company, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous. 

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

    
Section 11.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture (except for the Certificate
specified in Section 3.5) shall include: 

     (a)
a statement that the individual making such
certificate or opinion has read such covenant or condition;

     (b)
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;

     (c)
a statement that, in the opinion of 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

     (d)
a statement as to whether or not, in the opinion
of such individual, such covenant or condition has been complied with.


    
Section 11.6. When Securities Disregarded. In
determining whether the Holders of the required principal amount of Securities
of any series have concurred in any direction, waiver or consent, Securities
owned by the Company or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company shall
be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.


    
Section 11.7. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of,
Holders. The Registrar and the Paying Agent may make reasonable rules for their
functions. 

    
Section 11.8. Legal Holidays. A “Legal Holiday” is a
Saturday, a Sunday or other day on which commercial banking institutions are
authorized or required to be closed in New York, New York. If a payment date is
a Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period. If a
regular record date is a Legal Holiday, the record date shall not be
affected.

47 








    
Section 11.9. GOVERNING LAW. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. 

    
Section 11.10. No Recourse Against Others. No
director, officer, employee, stockholder or other owner of Capital Stock of the
Company, as such, will have any liability for any obligations of the Company
under the Securities, this Indenture or for any claim based on, in respect of,
or by reason of such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.


    
Section 11.11. Successors. All agreements of the
Company in this Indenture and the Securities shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors.


    
Section 11.12. Multiple Originals. The parties may
sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Indenture. 

    
Section 11.13. Severability. 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 11.14. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or any Subsidiary or any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


    
Section 11.15. Table of Contents; Headings. The table
of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


48 








    
Section 11.16. Waiver of Jury Trial. EACH OF THE
COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

    
Section 11.17. Force Majeure. In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


49 








     IN WITNESS
WHEREOF, the parties have caused this Indenture to be duly executed as of the
date first written above. 


	COMPUTER SCIENCES CORPORATION
	 
	 
	By:           
      	 
	Name:
	Title:
	 
	 
	THE
      BANK OF NEW YORK MELLON TRUST
	COMPANY, N.A., as Trustee
	 
	 
	By: 	 
	Name:
	Title: