EX-4.4






Exhibit 4.4




AMERICAN FINANCIAL GROUP, INC.,




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




Trustee




Junior Subordinated Indenture




Dated as of                , 2009




 









 





AMERICAN FINANCIAL GROUP, INC.




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of                , 2009




	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	 	 	Indenture Section
	§310	 	(a)(1)	 	 
	 	9.9
	 	 	(a)(2)	 	 
	 	9.9
	 	 	(a)(3)	 	 
	 	9.15(b)
	 	 	(a)(4)	 	 
	 	Not Applicable
	 	 	(b)	 	 
	 	9.8
	 	 	 	 	 
	 	9.10
	§311	 	(a)	 	 
	 	9.13
	 	 	(b)	 	 
	 	9.13
	 	 	(c)	 	 
	 	Not Applicable
	§312	 	(a)	 	 
	 	10.1
	 	 	(b)	 	 
	 	10.1
	 	 	(c)	 	 
	 	10.1
	§313	 	(a)	 	 
	 	10.2
	 	 	(b)(1)	 	 
	 	Not Applicable
	 	 	(b)(2)	 	 
	 	10.2
	 	 	(c)	 	 
	 	10.2
	 	 	(d)	 	 
	 	10.2
	§314	 	(a)	 	 
	 	10.2
	 	 	(a)(4)	 	 
	 	6.5
	 	 	(b)	 	 
	 	Not Applicable
	 	 	(c)(1)	 	 
	 	1.2
	 	 	(c)(2)	 	 
	 	1.2
	 	 	(c)(3)	 	 
	 	Not Applicable
	 	 	(d)	 	 
	 	Not Applicable
	 	 	(e)	 	 
	 	1.2
	§315	 	(a)	 	 
	 	9.1(a)
	 	 	(b)	 	 
	 	9.2
	 	 	(c)	 	 
	 	9.1(b)
	 	 	(d)	 	 
	 	9.1(c)
	 	 	(d)(1)	 	 
	 	9.1(a)(1), 9.1(c)(1)
	 	 	(d)(2)	 	 
	 	9.1(c)(2)
	 	 	(d)(3)	 	 
	 	9.1(c)(3)
	 	 	(e)	 	 
	 	8.14
	§316	 	(a)	 	 
	 	8.12
	 	 	 	 	 
	 	8.13
	 	 	(a)(1)(A)	 	 
	 	8.2
	 	 	 	 	 
	 	8.12
	 	 	(a)(1)(B)	 	 
	 	8.13
	 	 	(a)(2)	 	 
	 	Not Applicable
	 	 	(b)	 	 
	 	8.8
	§317	 	(a)(I)	 	 
	 	8.3
	 	 	(a)(2)	 	 
	 	8.4
	 	 	(b)	 	 
	 	6.3
	§318	 	(a)	 	 
	 	1.7







-i









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article 1. Definitions and other Provisions of General Application	 	 	1	 
	Section 1.1

	 	Definitions
	 	 	1	 
	Section 1.2

	 	Compliance Certificates and Opinions	 	 	8	 
	Section 1.3

	 	Form of Documents Delivered to Trustee
	 	 	9	 
	Section 1.4

	 	Acts of Holders
	 	 	10	 
	Section 1.5

	 	Notices, Etc. to Trustee or Company
	 	 	12	 
	Section 1.6

	 	Notice to Holders of Securities; Waiver
	 	 	13	 
	Section 1.7

	 	Conflict with Trust Indenture Act
	 	 	13	 
	Section 1.8

	 	Effect of Headings
	 	 	13	 
	Section 1.9

	 	Successors and Assigns
	 	 	14	 
	Section 1.10

	 	Separability Clause
	 	 	14	 
	Section 1.11

	 	Benefits of Indenture
	 	 	14	 
	Section 1.12

	 	Governing Law
	 	 	14	 
	Section 1.13

	 	Legal Holidays
	 	 	14	 
	Section 1.14

	 	Waiver of Jury Trial
	 	 	15	 
	Section 1.15

	 	Force Majeure
	 	 	15	 
	 
	 	 	 	 	 	 
	Article 2. Security Forms	 	 	15	 
	Section 2.1

	 	Forms Generally
	 	 	15	 
	Section 2.2

	 	Form of Trustee’s Certificate of Authentication
	 	 	15	 
	 
	 	 	 	 	 	 
	Article 3. The Securities	 	 	16	 
	Section 3.1

	 	Amount Unlimited; Issuable in Series
	 	 	16	 
	Section 3.2

	 	Denominations
	 	 	19	 
	Section 3.3

	 	Execution, Authentication, Delivery and Dating
	 	 	20	 
	Section 3.4

	 	Temporary Securities
	 	 	22	 
	Section 3.5

	 	Registration, Registration of Transfer and Exchange
	 	 	23	 
	Section 3.6

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	24	 
	Section 3.7

	 	Payment of Interest; Interest Rights Preserved
	 	 	25	 
	Section 3.8

	 	Persons Deemed Owners
	 	 	26	 
	Section 3.9

	 	Cancellation
	 	 	26	 
	Section 3.10

	 	Computation of Interest
	 	 	26	 
	Section 3.11

	 	Payment to Be in Proper Currency
	 	 	26	 
	Section 3.12

	 	Extension of Interest Payment
	 	 	27	 
	Section 3.13

	 	Additional Interest
	 	 	27	 
	Section 3.14

	 	CUSIP Numbers
	 	 	27	 
	 
	 	 	 	 	 	 
	Article 4. Redemption of Securities	 	 	28	 
	Section 4.1

	 	Applicability of Article
	 	 	28	 
	Section 4.2

	 	Election to Redeem; Notice to Trustee
	 	 	28	 
	Section 4.3

	 	Selection of Securities to Be Redeemed
	 	 	28	 
	Section 4.4

	 	Notice of Redemption
	 	 	29	 
	Section 4.5

	 	Securities Payable on Redemption Date
	 	 	30	 
	Section 4.6

	 	Securities Redeemed in Part
	 	 	30	 






-ii









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Article 5. Sinking Funds	 	 	31	 
	Section 5.1

	 	Applicability of Article
	 	 	31	 
	Section 5.2

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	31	 
	Section 5.3

	 	Redemption of Securities for Sinking Fund
	 	 	31	 
	 
	 	 	 	 	 	 
	Article 6. Covenants	 	 	32	 
	Section 6.1

	 	Payment of Principal, Premium and Interest
	 	 	32	 
	Section 6.2

	 	Maintenance of Office or Agency
	 	 	32	 
	Section 6.3

	 	Money for Securities Payments to Be Held in Trust
	 	 	33	 
	Section 6.4

	 	Corporate Existence
	 	 	34	 
	Section 6.5

	 	Annual Officer’s Certificate
	 	 	34	 
	Section 6.6

	 	Waiver of Certain Covenants
	 	 	34	 
	Section 6.7

	 	Restrictions on Dividends and Debt Payments
	 	 	35	 
	Section 6.8

	 	Maintenance of Trust Existence
	 	 	36	 
	Section 6.9

	 	Rights of Holders of Preferred Securities
	 	 	36	 
	 
	 	 	 	 	 	 
	Article 7. Satisfaction and Discharge	 	 	36	 
	Section 7.1

	 	Satisfaction and Discharge of Securities
	 	 	36	 
	Section 7.2

	 	Satisfaction and Discharge of Indenture
	 	 	39	 
	Section 7.3

	 	Application of Trust Money
	 	 	39	 
	 
	 	 	 	 	 	 
	Article 8. Events of Default; Remedies	 	 	40	 
	Section 8.1

	 	Events of Default
	 	 	40	 
	Section 8.2

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	41	 
	Section 8.3

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	42	 
	Section 8.4

	 	Trustee May File Proofs of Claim
	 	 	43	 
	Section 8.5

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	44	 
	Section 8.6

	 	Application of Money Collected
	 	 	44	 
	Section 8.7

	 	Limitation on Suits
	 	 	44	 
	Section 8.8

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	45	 
	Section 8.9

	 	Restoration of Rights and Remedies
	 	 	45	 
	Section 8.10

	 	Rights and Remedies Cumulative
	 	 	45	 
	Section 8.11

	 	Delay or Omission Not Waiver
	 	 	46	 
	Section 8.12

	 	Control by Holders of Securities
	 	 	46	 
	Section 8.13

	 	Waiver of Past Defaults
	 	 	46	 
	Section 8.14

	 	Undertaking for Costs
	 	 	47	 
	Section 8.15

	 	Waiver of Usury, Stay or Extension Laws
	 	 	47	 
	 
	 	 	 	 	 	 
	Article 9. The Trustee	 	 	47	 
	Section 9.1

	 	Certain Duties and Responsibilities
	 	 	47	 
	Section 9.2

	 	Notice of Defaults
	 	 	49	 
	Section 9.3

	 	Certain Rights of Trustee
	 	 	49	 
	Section 9.4

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	50	 
	Section 9.5

	 	May Hold Securities
	 	 	51	 
	Section 9.6

	 	Money Held in Trust
	 	 	51	 
	Section 9.7

	 	Compensation and Reimbursement
	 	 	51	 






-iii









 






	 	 	 	 	 	 	 
	Section 9.8

	 	Disqualification; Conflicting Interests
	 	 	52	 
	Section 9.9

	 	Corporate Trustee Required; Eligibility
	 	 	52	 
	Section 9.10

	 	Resignation and Removal; Appointment of Successor
	 	 	52	 
	Section 9.11

	 	Acceptance of Appointment by Successor
	 	 	54	 
	Section 9.12

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	55	 
	Section 9.13

	 	Preferential Collection of Claims Against Company
	 	 	56	 
	Section 9.14

	 	Appointment of Authenticating Agent
	 	 	56	 
	Section 9.15

	 	Co-trustee and Separate Trustees
	 	 	58	 
	 
	 	 	 	 	 	 
	Article 10. Holders’ Lists and Reports by Trustee and Company	 	 	59	 
	Section 10.1

	 	Lists of Holders
	 	 	59	 
	Section 10.2

	 	Reports by Trustee and Company
	 	 	59	 
	 
	 	 	 	 	 	 
	Article 11. Consolidation, Merger, Conveyance, or Other Transfer	 	 	60	 
	Section 11.1

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	60	 
	Section 11.2

	 	Successor Person Substituted
	 	 	60	 
	Section 11.3

	 	Limitation
	 	 	60	 
	 
	 	 	 	 	 	 
	Article 12. Supplemental Indentures	 	 	61	 
	Section 12.1

	 	Supplemental Indentures Without Consent of Holders
	 	 	61	 
	Section 12.2

	 	Supplemental Indentures With Consent of Holders
	 	 	63	 
	Section 12.3

	 	Execution of Supplemental Indentures
	 	 	65	 
	Section 12.4

	 	Effect of Supplemental Indentures
	 	 	65	 
	Section 12.5

	 	Conformity With Trust Indenture Act
	 	 	65	 
	Section 12.6

	 	Reference in Securities to Supplemental Indentures
	 	 	65	 
	Section 12.7

	 	Modification Without Supplemental Indenture
	 	 	65	 
	 
	 	 	 	 	 	 
	Article 13. Meetings of Holders; Action Without Meeting	 	 	66	 
	Section 13.1

	 	Purposes for Which Meetings May Be Called
	 	 	66	 
	Section 13.2

	 	Call, Notice and Place of Meetings
	 	 	66	 
	Section 13.3

	 	Persons Entitled to Vote at Meetings
	 	 	67	 
	Section 13.4

	 	Quorum; Action
	 	 	67	 
	Section 13.5

	 	Attendance at Meetings; Determination of Voting Rights;
Conduct and Adjournment of Meetings
	 	 	68	 
	Section 13.6

	 	Counting Votes and Recording Action of Meetings
	 	 	69	 
	Section 13.7

	 	Action Without Meeting
	 	 	69	 
	 
	 	 	 	 	 	 
	Article 14. Subordination of Securities	 	 	69	 
	Section 14.1

	 	Securities Subordinate to Senior Indebtedness of the Company
	 	 	69	 
	Section 14.2

	 	Payment Over of Proceeds of Securities
	 	 	70	 
	Section 14.3

	 	Disputes with Holders of Certain Senior Indebtedness of the Company
	 	 	72	 
	Section 14.4

	 	Subrogation
	 	 	72	 
	Section 14.5

	 	Obligation of the Company Unconditional
	 	 	72	 
	Section 14.6

	 	Priority of Senior Indebtedness of the Company Upon Maturity
	 	 	73	 
	Section 14.7

	 	Trustee as Holder of Senior Indebtedness of the Company
	 	 	73	 
	Section 14.8

	 	Notice to Trustee to Effectuate Subordination
	 	 	74	 






-iv









 






	 	 	 	 	 	 	 
	Section 14.9

	 	Modification, Extension, etc. of Senior Indebtedness of the Company
	 	 	74	 
	Section 14.10

	 	Trustee Has No Fiduciary Duty to Holders of
Senior Indebtedness of the Company
	 	 	74	 
	Section 14.11

	 	Paying Agents Other Than the Trustee
	 	 	75	 
	Section 14.12

	 	Rights of Holders of Senior Indebtedness of the Company Not Impaired
	 	 	75	 
	Section 14.13

	 	Effect of Subordination Provisions; Termination
	 	 	75	 
	Section 14.14

	 	Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	75	 
	 
	 	 	 	 	 	 
	Article 15. Immunity of Incorporators, Stockholders, Officers and Directors	 	 	75	 
	Section 15.1

	 	Liability Solely Corporate
	 	 	75	 







-v











 





     JUNIOR SUBORDINATED INDENTURE, dated as of                     , 2009 between AMERICAN FINANCIAL GROUP,
INC., a corporation duly organized and existing under the laws of the State of Ohio (herein called
the “Company”), having its principal office at One East Fourth Street, Cincinnati, Ohio 45202, and
The Bank of New York Mellon Trust Company, N.A., a national banking association, having an office
at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, as Trustee (herein called the
“Trustee”).



RECITAL OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured subordinated debentures, notes or other evidences
of indebtedness (herein called the “Securities”), in an unlimited aggregate principal amount to be
issued in one or more series as contemplated herein, and all acts necessary to make this Indenture
a valid and legally binding agreement of the Company, in accordance with its terms, have been
performed.



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof (except as otherwise contemplated herein), as
follows:



ARTICLE 1.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 1.1 Definitions.




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




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




     (b) all terms used herein without definition which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them therein;




     (c) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States of
America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States of America at
the date of such computation;




     (d) any reference to an “Article” or a “Section” refers to an Article or a Section, as
the case may be, of this Indenture; and



 









 






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



     Certain terms, used principally in Article 9, are defined in that Article.



     “Act”, when used with respect to any Holder of a Security, has the meaning specified in
Section 1.4.



     “Additional Interest” has the meaning specified in Section 3.13.



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



     “Authenticating Agent” means any Person or Persons authorized by the Trustee to act on behalf
of the Trustee to authenticate the Securities of one or more series.



     “Authorized Officer” means the Chief Executive Officer, the President, any Vice President, the
Treasurer, or any other Person duly authorized by the Company, as the case requires, to act in
respect of matters relating to this Indenture.



     “Board of Directors” means either the board of directors of the Company, as the case requires,
or any committee of that board duly authorized to act in respect of matters relating to this
Indenture.



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



     “Business Day", when used with respect to a Place of Payment or any other particular location
specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies in such Place of Payment or
other location are generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 3.1.



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



     “Common Securities” means any common trust interests issued by a Trust or similar securities
issued by permitted successors to such Trust in accordance with the Trust Agreement



-2-









 







pertaining to such Trust.



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



     “Company Order” or “Company Request” mean, respectively, a written order or request, as the
case may be, signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.



     “Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the dated hereof is located at 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Global Corporate Trust, or
such other address as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or such other address as
such successor Trustee may designate from time to time by notice to the Holders and the Company).



     “corporation” means a corporation, association, company, limited liability company, joint
stock company, business trust or other business entity.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Discount Security” means any Security which provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 8.2.



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



     “Eligible Obligations” means:




     (a) with respect to Securities denominated in Dollars, Government Obligations; or




     (b) with respect to Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified with respect
to such Securities, as contemplated by Section 3.1.



     “Event of Default” has the meaning specified in Section 8.1.



     “Exchange Act” means the Securities Exchange Act of 1934, and any statute successor thereto,
and the rules and regulations promulgated thereunder, as amended from time to time.



     “Government Obligations” means securities which are (a) (i) direct obligations of the United
States where the payment or payments thereunder are supported by the full faith and credit of the
United States or (ii) obligations of a Person controlled or supervised by and acting



-3-









 







as an agency or instrumentality of the United States where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation by the United
States or (b) depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any such Government Obligation or a specific payment of interest
on or principal of or other amount with respect to any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such depository receipt.



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



     “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 3.1.



     “interest”, when used with respect to a Discount Security which by its terms bears interest
only after Maturity, means interest payable after Maturity.



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



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



     “Notice of Default” means a written notice of the kind specified in Section 8.1(c).



     “Officer’s Certificate” means a certificate signed by an Authorized Officer of the Company and
delivered to the Trustee.



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



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




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



-4-









 






     (b) Securities deemed to have been paid for all purposes of this Indenture in
accordance with Section 7.1 (whether or not the Company’s indebtedness in respect thereof
shall be satisfied and discharged for any other purpose); and




     (c) Securities which have been paid pursuant to Section 3.6 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it and the Company that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid obligations of the
Company;


provided, however, that in determining whether or not the Holders of the requisite principal amount
of the Securities Outstanding under this Indenture, or the Outstanding Securities of any series or
Tranche, have given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Securities,





     (x) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns all Securities Outstanding under this Indenture, or all Outstanding
Securities of each such series and each such Tranche, as the case may be, determined without
regard to this clause (x)) shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee knows to be
so owned shall be so disregarded; provided, however, that Securities so owned which have
been pledged in good faith may be regarded as Outstanding if it is established to the
reasonable satisfaction of the Trustee that the pledgee, and not the Company, or any such
other obligor or Affiliate of either thereof, has the right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor;




     (y) the principal amount of a Discount Security that shall be deemed to be Outstanding
for such purposes shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 8.2; and




     (z) the principal amount of any Security which is denominated in a currency other than
Dollars or in a composite currency that shall be deemed to be Outstanding for such purposes
shall be the amount of Dollars which could have been purchased by the principal amount (or,
in the case of a Discount Security, the Dollar equivalent on the date determined as set
forth below of the amount determined as provided in (y) above) of such currency or composite
currency evidenced by such Security, in each such case certified to the Trustee in an
Officer’s Certificate, based (i) on the average of the mean of the buying and selling spot
rates quoted by three banks which are members of the New York Clearing House Association
selected by the Company in effect at 11:00 A.M. (New York time) in The City of New York on
the fifth Business Day preceding any such determination or (ii) if on such fifth Business
Day it shall not be possible or practicable to



-5-









 







obtain such quotations from such three banks, on such other quotations or alternative
methods of determination which shall be as consistent as practicable with the method set
forth in (i) above;


provided, further, that in the case of any Security the principal of which is payable from time to
time without presentment or surrender, the principal amount of such Security that shall be deemed
to be Outstanding at any time for all purposes of this Indenture shall be the original principal
amount thereof less the aggregate amount of principal thereof theretofore paid.




     “Pari Passu Securities” means (i) indebtedness and other securities that, among other things,
by their terms rank equally with the Securities of any series in right of payment and upon
liquidation; (ii) guarantees of indebtedness or other securities described in clause (i), and (iii)
trade accounts payable and accrued liabilities arising in the ordinary course of business of the
Company.



     “Paying Agent” means any Person, including the Company, authorized by the Company to pay the
principal of, and premium, if any, or interest, if any, on any Securities on behalf of the Company.



     “Periodic Offering” means an offering of Securities of a series from time to time any or all
of the specific terms of which Securities, including without limitation the rate or rates of
interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions,
if any, with respect thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such Securities by the
Trustee, as contemplated in Section 3.1 and clause (b) of Section 3.3.



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



     “Place
of Payment”, when used with respect to the Securities of any series, or Tranche
thereof, means the place or places, specified as contemplated by Section 3.1, at which, subject to
Section 6.2, principal of and premium, if any, and interest, if any, on the Securities of such
series or Tranche are payable.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



     “Preferred Securities” means any preferred trust interests issued by a Trust or similar
securities issued by permitted successors to such Trust in accordance with the Trust Agreement
pertaining to such Trust.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.1.



     “Required Currency” has the meaning specified in Section 3.11.



     “Responsible
Officer”, when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of the executive
committee of the board of directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer of the Trustee to
whom such matter is referred because of his knowledge of and familiarity with the particular
subject.



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



     “Securities Act” means the Securities Act of 1933, and any statute successor thereto, and the
rules and regulations promulgated thereunder, as amended from time to time.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
3.5.



     “Senior
Indebtedness”, when used with respect to the Company, means, with respect to the
Company, (i) the principal, premium, if any, and interest in respect of (A) indebtedness of the
Company, for money borrowed and (B) indebtedness evidenced by securities, debentures, bonds or
other similar instruments issued by the Company, (ii) all capital lease obligations of the Company,
(iii) all obligations of the Company issued or assumed as the deferred purchase price of property,
all conditional sale obligations of the Company and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable arising in the ordinary course of
business), (iv) all obligations of the Company for the reimbursement on any letter of credit,
banker’s acceptance, security purchase facility or similar credit transaction, (v) all obligations
of the type referred to in clauses (i) through (iv) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise and (vi) all obligations of
the type referred to in clauses (i) through (v) above of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by the Company), except
for (1) any such indebtedness that is by its terms subordinated to or pari passu with the
Securities and (2) any indebtedness in respect of debt securities, issued to any trust, or a
trustee of such trust, partnership or other entity affiliated with the Company that is a financing
entity of the Company (a “financing entity”) in connection with the issuance by such financing
entity of securities that are similar to the Preferred Securities. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions
irrespective of any amendment, modification or waiver of any term of



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such Senior Indebtedness.



     “Special Record Date” for the payment of any Defaulted Interest on the Securities of any
series means a date fixed by the Trustee pursuant to Section 3.7.



     “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its
terms is stated to bear simple interest. Any calculation or other determination to be made under
this Indenture by reference to the Stated Interest Rate on a Security shall be made without regard
to the effective interest cost to the Company of such Security and without regard to the Stated
Interest Rate on, or the effective cost to the Company of, any other indebtedness the Company’s
obligations in respect of which are evidenced or secured in whole or in part by such Security.



     “Stated
Maturity”, when used with respect to any Security or any obligation or any installment
of principal thereof or interest thereon, means the date on which the principal of such obligation
or such installment of principal or interest is stated to be due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).



     “Tranche” means a group of Securities which (a) are of the same series and (b) have identical
terms except as to principal amount and/or date of issuance.



     “Trust” means any trust designated pursuant to Section 3.1 hereof or any permitted successor
under the Trust Agreement pertaining to such Trust.



     “Trust Agreement” means an Amended and Restated Trust Agreement relating to a Trust designated
pursuant to Section 3.1 hereof, in each case, among American Financial Group, Inc., as Depositor
and, the trustees named therein and the several holders referred to therein, as such agreement or
agreements, as the case may be, may be amended from time to time.



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



     “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939, as amended, as
in force at such time.



     “United States” means the United States of America, its territories, its possessions and other
areas subject to its jurisdiction.



Section 1.2 Compliance Certificates and Opinions.




     Except as otherwise expressly provided in this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been



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complied with and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




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




     (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 each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and




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



Section 1.3 Form of Documents Delivered to Trustee.





     (a) Any Officer’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion
of, or representations by, counsel, unless, in any case, such officer has actual knowledge
that the certificate or opinion or representations with respect to the matters upon which
such Officer’s Certificate may be based as aforesaid are erroneous.




     Any Opinion of Counsel may be based (without further examination or investigation),
insofar as it relates to or is dependent upon factual matters, information with respect to
which is in the possession of the Company, upon a certificate of, or representations by, an
officer or officers of the Company, as the case may be, unless such counsel has actual
knowledge that the certificate or opinion or representations with respect to the matters
upon which his opinion may be based as aforesaid are erroneous. In addition, any Opinion of
Counsel may be based (without further examination or investigation), insofar as it relates
to or is dependent upon matters covered in an Opinion of Counsel rendered by other counsel,
upon such other Opinion of Counsel, unless such counsel has actual knowledge that the
Opinion of Counsel rendered by such other counsel with respect to the matters upon which his
Opinion of Counsel may be based as aforesaid are erroneous. If, in order to render any
Opinion of Counsel provided for herein, the signer thereof shall deem it necessary that
additional facts or matters be stated in any Officer’s Certificate provided for herein, then
such certificate may state all such additional facts or matters as the signer of such
Opinion of Counsel may request.



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     (b) In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents. Where (i) any
Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, or (ii) two or
more Persons are each required to make, give or execute any such application, request,
consent, certificate, statement, opinion or other instrument, any such applications,
requests, consents, certificates, statements, opinions or other instruments may, but need
not, be consolidated and form one instrument.




     (c) Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officer’s Certificate, Opinion of Counsel or other document or instrument, a clerical,
typographical or other inadvertent or unintentional error or omission shall be discovered
therein, a new document or instrument may be substituted therefor in corrected form with the
same force and effect as if originally filed in the corrected form and, irrespective of the
date or dates of the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted. Anything
in this Indenture to the contrary notwithstanding, if any such corrective document or
instrument indicates that action has been taken by or at the request of the Company which
could not have been taken had the original document or instrument not contained such error
or omission, the action so taken shall not be invalidated or otherwise rendered ineffective
but shall be and remain in full force and effect, except to the extent that such action was
a result of willful misconduct or bad faith. Without limiting the generality of the
foregoing, any Securities issued under the authority of such defective document or
instrument shall nevertheless be the valid obligations of the Company entitled to the
benefits of this Indenture equally and ratably with all other Outstanding Securities, except
as aforesaid.



Section 1.4 Acts of Holders.





     (a) Any request, demand, authorization, direction, notice, consent, election, waiver or
other action provided by this Indenture to be made, given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing or, alternatively, may be
embodied in and evidenced by the record of Holders voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article 13, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to



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as the “Act” of the Holders signing such instrument or instruments and so voting at any
such meeting. Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 9.1) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. The record of any meeting of
Holders shall be proved in the manner provided in Section 13.6.




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




     (c) The ownership, principal amount (except as otherwise contemplated in clause (y) of
the first proviso to the definition of Outstanding) and serial numbers of Securities held by
any Person, and the date of holding the same, shall be proved by the Security Register.




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




     (e) Until such time as written instruments shall have been delivered to the Trustee
with respect to the requisite percentage of principal amount of Securities for the action
contemplated by such instruments, any such instrument executed and delivered by or on behalf
of a Holder may be revoked with respect to any or all of such Securities by written notice
by such Holder or any subsequent Holder, proven in the manner in which such instrument was
proven.




     (f) Securities of any series, or any Tranche thereof, authenticated and delivered after
any Act of Holders may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any action taken by such Act of Holders. If the Company shall
so determine, new Securities of any series, or any Tranche thereof, so modified as to
conform, in the opinion of the Trustee and the Company, to such action may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche.




     (g) The Company may, at its option, by Company Order, as appropriate, fix in advance a
record date for the determination of Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or other Act solicited by the Company, but
the Company shall have no obligation to do so; provided, however, that



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the Company may not fix a record date for the giving or making of any notice,
declaration, request or direction referred to in the next sentence. In addition, the
Trustee may, at its option, fix in advance a record date for the determination of Holders
entitled to join in the giving or making of any Notice of Default, any declaration of
acceleration referred to in Section 8.2, any request to institute proceedings referred to in
Section 8.7 or any direction referred to in Section 8.12. If any such record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other Act, or
such notice, declaration, request or direction, may be given before or after such record
date, but only the Holders of record at the close of business on the record date shall be
deemed to be Holders for the purposes of determining (i) whether Holders of the requisite
proportion of the Outstanding Securities have authorized or agreed or consented to such Act
(and for that purpose the Outstanding Securities shall be computed as of the record date)
and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this
Section ); and any such Act, given as aforesaid, shall be effective whether or not the
Holders which authorized or agreed or consented to such Act remain Holders after such record
date and whether or not the Securities held by such Holders remain Outstanding after such
record date.



Section 1.5 Notices, Etc. to Trustee or Company.




     Any request, demand, authorization, direction, notice, consent, election, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company by the
Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise
expressly provided herein) if in writing and delivered personally to an officer or other
responsible employee of the addressee, or transmitted by facsimile transmission or other direct
written electronic means to such telephone number or other electronic communications address set
forth for such party below or such other address as the parties hereto shall from time to time
designate, or transmitted by registered mail, charges prepaid, to the applicable address set forth
for such party below or to such other address as any party hereto may from time to time designate:


If to the Trustee, to:



The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street, Suite 1020

Chicago, IL 60602

Attention: Global Corporate Trust

Telecopy: 312-827-8542



With a copy to:



Drinker Biddle & Reath LLP

191 North Wacker Drive, Suite 3700

Chicago, IL 60606

Attention: Steven M. Wagner

Telecopy: 312-569-3000




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If to the Company, to:



AMERICAN FINANCIAL GROUP, INC.

One East Fourth Street

Cincinnati, Ohio 45202



Attention: Secretary

Telephone: (513) 579-2121

Fax: (513) 579-0108




     Any communication contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or
other direct written electronic means, on the date of transmission, and if transmitted by
registered mail, on the date of receipt.



Section 1.6 Notice to Holders of Securities; Waiver.




     Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to
Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at the address of such Holder as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice to Holders by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.



     Any notice required by this Indenture may be waived in writing by the Person entitled to
receive such notice, either before or after the event otherwise to be specified therein, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.



Section 1.7 Conflict with Trust Indenture Act.




     If any provision of this Indenture limits, qualifies or conflicts with another provision
hereof which is required or deemed to be included in this Indenture by, or is otherwise governed
by, any provision of the Trust Indenture Act, such other provision shall control; and if any
provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control.



Section 1.8 Effect of Headings.




     The Article and Section headings in this Indenture are for convenience only and shall not
affect the construction hereof.



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Section 1.9 Successors and Assigns.




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



Section 1.10 Separability Clause.




     In case any provision in this Indenture or the Securities shall be held to 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 1.11 Benefits of Indenture.




     Nothing in this Indenture or the Securities, express or implied, shall give to any Person,
other than the parties hereto, their successors hereunder, the Holders and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture,
provided, however, that for so long as any Preferred Securities remain outstanding, the holders of
such Preferred Securities, subject to certain limitations set forth in this Indenture, may enforce
the Company’s obligations hereunder, directly against the Company, as third party beneficiaries of
this Indenture without proceeding against the Trust issuing such Preferred Securities.



Section 1.12 Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute), except to the extent that the Trust Indenture
Act shall be applicable.



Section 1.13 Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities other than a provision in Securities of any
series, or any Tranche thereof, or in an indenture supplemental hereto, Board Resolution or
Officer’s Certificate which establishes the terms of the Securities of such series or Tranche,
which specifically states that such provision shall apply in lieu of this Section) payment of
interest or principal and premium, if any, need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment, except that if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made on the Interest
Payment Date, Redemption Date, or Stated Maturity, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day.



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Section 1.14 Waiver of Jury Trial.




     EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF
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 1.15 Force Majeure.




     In no event shall the Trustee be responsible or liable, nor shall the Company be responsible
or liable to the Trustee, 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 or the Company, as the case may be, shall use reasonable efforts which
are consistent with accepted practices to resume performance as soon as practicable under the
circumstances.



ARTICLE 2.

SECURITY FORMS




Section 2.1 Forms Generally.




     The definitive Securities of each series shall be in substantially the form or forms thereof
established in the indenture supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer’s Certificate pursuant to such a supplemental indenture
or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form or
forms of Securities of any series are established in a Board Resolution or in an Officer’s
Certificate pursuant to a Board Resolution, such Board Resolution and Officer’s Certificate, if
any, shall be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such Securities.



     Unless otherwise specified as contemplated by Section 3.1 or 12.1(g), the Securities of each
series shall be issuable in registered form without coupons. The definitive Securities shall be
produced in such manner as shall be determined by the Authorized Officer executing such Securities,
as evidenced by their execution thereof.



Section 2.2 Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificate of authentication shall be in substantially the form set forth



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below:




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



	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company,
 N.A., as
Trustee

 	 
	 	By:  	
 	 
	 	  	Authorized
Officer 	 
	 



ARTICLE 3.

THE SECURITIES




Section 3.1 Amount Unlimited; Issuable in Series.





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



     The Securities may be issued in one or more series. Subject to the last paragraph of this
Section, prior to the authentication and delivery of Securities of any series there shall be
established by specification in a supplemental indenture or in a Board Resolution of the Company or
in an Officer’s Certificate of the Company (which need not, comply with Section 1.2) pursuant to a
supplemental indenture or a Board Resolution:




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




     (b) any limit upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of such series pursuant to Section 3.4, 3.5, 3.6, 4.6 or 12.6 and
except for any Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);




     (c) the Person or Persons (without specific identification) to whom any interest on
Securities of such series, or any Tranche thereof, shall be payable, if other than the
Person in whose name that Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest;




     (d) the date or dates on which the principal of the Securities of such series or any
Tranche thereof, is payable or any formulary or other method or other means by which such
date or dates shall be determined, by reference to an index or other fact or



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event ascertainable outside of this Indenture or otherwise (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension);




     (e) the rate or rates at which the Securities of such series, or any Tranche thereof,
shall bear interest, if any (including the rate or rates at which overdue principal shall
bear interest after Maturity if different from the rate or rates at which such Securities
shall bear interest prior to Maturity, and, if applicable, the rate or rates at which
overdue premium or interest, or interest deferred as contemplated in Section 3.12, shall
bear interest, if any), or any formulary or other method or other means by which such rate
or rates shall be determined by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise, the date or dates from which such interest shall
accrue; the Interest Payment Dates and the Regular Record Dates, if any, for the interest
payable on such Securities on any Interest Payment Date; the right of the Company, if any,
to extend the interest payment periods and the duration of any such extension as
contemplated by Section 3.12; and the basis of computation of interest, if other than as
provided in Section 3.10;




     (f) the place or places at which or methods (if other than as provided elsewhere in
this Indenture) by which (i) the principal of and premium, if any, and interest, if any, on
Securities of such series, or any Tranche thereof, shall be payable, (ii) registration of
transfer of Securities of such series, or any Tranche thereof, may be effected, (iii)
exchanges of Securities of such series, or any Tranche thereof, may be effected and (iv)
notices and demands to or upon the Company in respect of the Securities of such series, or
any Tranche thereof, and this Indenture may be served; the Security Registrar and any Paying
Agent or Agents for such series or Tranche; and if such is the case, that the principal of
such Securities shall be payable without presentment or surrender thereof;




     (g) the period or periods within which, or the date or dates on which, the price or
prices at which and the terms and conditions upon which the Securities of such series, or
any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and
any restrictions on such redemptions;




     (h) the obligation, if any, of the Company to redeem or purchase or repay the
Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other
mandatory redemption provisions or at the option of a Holder thereof and the period or
periods within which or the date or dates on which, the price or prices at which and the
terms and conditions upon which such Securities shall be redeemed or purchased or repaid, in
whole or in part, pursuant to such obligation and applicable exceptions to the requirements
of Section 4.4 in the case of mandatory redemption or redemption or repayment at the option
of the Holder;




     (i) the denominations in which Securities of such series, or any Tranche thereof, shall
be issuable if other than denominations of $25 and any integral multiple thereof;



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     (j) if the principal of or premium, if any, or interest, if any, on the Securities of
such series, or any Tranche thereof, are to be payable, at the election of the Company or a
Holder thereof, in a coin or currency other than that in which the Securities are stated to
be payable, the period or periods within which, and the terms and conditions upon which,
such election may be made and the manner in which the amount of such coin or currency
payable is to be determined;




     (k) the currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest, if any, on the Securities of such series, or
any Tranche thereof, shall be payable (if other than Dollars) and the manner in which the
equivalent of the principal amount thereof in Dollars is to be determined for any purpose,
including for the purpose of determining the principal amount deemed to be Outstanding at
any time;




     (l) if the principal of or premium, if any, or interest on the Securities of such
series, or any Tranche thereof, are to be payable, or are to be payable at the election of
the Company or a Holder thereof, in securities or other property, the type and amount of
such securities or other property, or the formulary or other method or other means by which
such amount shall be determined, and the period or periods within which, and the terms and
conditions upon which, any such election may be made;




     (m) if the amount payable in respect of principal of or premium, if any, or interest,
if any, on the Securities of such series, or any Tranche thereof, may be determined with
reference to an index or other fact or event ascertainable outside this Indenture, the
manner in which such amounts shall be determined to the extent not established pursuant to
clause (e) of this paragraph;




     (n) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of such series, or any Tranche thereof, which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 8.2;




     (o) any Events of Default, in addition to those specified in Section 8.1, or any
exceptions to those specified in Section 8.1, with respect to the Securities of such series,
and any covenants of the Company for the benefit of the Holders of the Securities of such
series, or any Tranche thereof, in addition to those set forth in Article 6, or any
exceptions to those set forth in Article 6;




     (p) the terms, if any, pursuant to which the Securities of such series, or any Tranche
thereof, may be converted into or exchanged for shares of capital stock or other securities
of the Company or any other Person;




     (q) the obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Securities of such series, or any Tranche thereof, denominated
in a currency other than Dollars or in a composite currency, and any provisions for
satisfaction and discharge of Securities of any series, in addition to those set forth in
Section 7.1 and 7.2, or any exceptions to those set forth in Section 7.1 and 7.2;



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     (r) if the Securities of such series, or any Tranche thereof, are to be issued in
global form, (i) any limitations on the rights of the Holder or Holders of such Securities
to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any
limitations on the rights of the Holder or Holders thereof to obtain certificates therefor
in definitive form in lieu of global form and (iii) any other matters incidental to such
Securities;




     (s) if the Securities of such series, or any Tranche thereof, are to be issuable as
bearer securities, any and all matters incidental thereto which are not specifically
addressed in a supplemental indenture as contemplated by clause (g) of Section 12.1;




     (t) to the extent not established pursuant to clause (r) of this paragraph, any
limitations on the rights of the Holders of the Securities of such Series, or any Tranche
thereof, to transfer or exchange such Securities or to obtain the registration of transfer
thereof; and if a service charge will be made for the registration of transfer or exchange
of Securities of such series, or any Tranche thereof, the amount or terms thereof;




     (u) any exceptions to Section 1.13, or variation in the definition of Business Day,
with respect to the Securities of such series, or any Tranche thereof;




     (v) any variation in the definition of pari passu Securities, with respect to the
Securities of such series, or any Tranche thereof;




     (w) the designation of any Trust to which Securities of such series are to be issued;




     (x) any other terms of the Securities of such series, or any Tranche thereof.



     With respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution which establishes such series, or the Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may
provide general terms or parameters for Securities of such series and provide either that the
specific terms of Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its agents in accordance
with procedures specified in a Company Order as contemplated in clause (b) of Section 3.3.



     All Securities of any one series shall be substantially identical, except as to principal
amount and date of issue and except as may be set forth in the terms of such series as contemplated
above. The Securities of each series shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article 14.



     Unless otherwise provided with respect to a series of Securities as contemplated in Section
3.1(b), the aggregate principal amount of a series of Securities may be increased and additional
Securities of such series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.



Section 3.2 Denominations.





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     Unless otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, or any Tranche thereof, the Securities of each series shall be issuable in
denominations of $25 and any integral multiple thereof.



Section 3.3 Execution, Authentication, Delivery and Dating.




     Unless otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities or any Tranche thereof, the Securities shall be executed on behalf of the Company by an
Authorized Officer of the Company, and may have the corporate seal of the Company affixed thereto
or reproduced thereon attested by its Secretary, one of its Assistant Secretaries or any other
Authorized Officer. The signature of any or all of these officers on the Securities may be manual
or facsimile.



     A Security bearing the manual or facsimile signature of an individual who was at the time of
execution an Authorized Officer of the Company shall bind the Company, notwithstanding that any
such individual has ceased to be an Authorized Officer prior to the authentication and delivery of
the Security or did not hold such office at the date of such Security.



     The Trustee shall authenticate and deliver Securities of a series, for original issue, at one
time or from time to time in accordance with the Company Order referred to below, upon receipt by
the Trustee of:




     (a) the instrument or instruments establishing the form or forms and terms of the
Securities of such series, as provided in Sections 2.1 and 3.1;




     (b) a Company Order requesting the authentication and delivery of such Securities, and,
to the extent that the terms of such Securities shall not have been established in an
indenture supplemental hereto or in a Board Resolution, or in an Officer’s Certificate
pursuant to a supplemental indenture or Board Resolution, all as contemplated by Sections
2.1 and 3.1, either (i) establishing such terms or (ii) in the case of Securities of a
series subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by
which such terms are to be established (which procedures may provide, to the extent
acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic
instructions from the Company or any agent or agents thereof, which oral instructions are to
be promptly confirmed electronically or in writing), in either case in accordance with the
instrument or instruments delivered pursuant to clause (a) above;




     (c) Securities of such series, each executed on behalf of the Company by an Authorized
Officer of the Company;




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




     (i) the forms of such Securities have been duly authorized by the
Company and the forms of the Securities have been established in conformity
with the provisions of this Indenture;



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     (ii) the terms of such Securities have been duly authorized by the
Company and the terms of the Securities have been established in conformity
with the provisions of this Indenture; and




     (iii) such Securities, when authenticated and delivered by the Trustee
and issued and delivered by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will have been duly issued
under this Indenture and will constitute valid and legally binding
obligations of the Company, entitled to the benefits provided by this
Indenture, and enforceable in accordance with their terms, subject, as to
enforcement, to laws relating to or affecting generally the enforcement of
creditors’ rights, including, without limitation, bankruptcy and insolvency
laws and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);


provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the
Trustee shall be provided with such Opinion of Counsel only once at or prior to the time of the
first authentication and delivery of Securities of such series, and that in lieu of the opinions
described in clauses (ii) and (iii) above such Opinion of Counsel may, alternatively, state,
respectively,





     (x) that, when the terms of such Securities shall have been established pursuant to a
Company Order or Orders or Orders or pursuant to such procedures as may be specified from
time to time by a Company Order or Orders, all as contemplated by and in accordance with the
instrument or instruments delivered pursuant to clause (a) above, such terms will have been
duly authorized by the Company, and will have been established in conformity with the
provisions of this Indenture; and




     (y) that such Securities, when (1) executed by the Company, (2) authenticated and
delivered by the Trustee in accordance with this Indenture, (3) issued and delivered by the
Company and (4) paid for, all as contemplated by and in accordance with the aforesaid
Company Order or Orders or specified procedures, as the case may be, will have been duly
issued under this Indenture and will constitute valid and legally binding obligations of the
Company and entitled to the benefits provided by the Indenture, and enforceable in
accordance with their terms, subject, as to enforcement, to laws relating to or affecting
generally the enforcement of creditors’ rights, including, without limitation, bankruptcy
and insolvency laws and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



     With respect to Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Securities, the forms and
terms thereof and the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 2.1 and 3.1 and this Section,
as applicable, at or prior to the time of the first authentication of Securities of such series,
unless and until such opinion or other documents have been superseded or revoked or expire by their
terms. In connection with the authentication and delivery of Securities of a series, pursuant to a
Periodic Offering, the Trustee shall be entitled to assume that the Company’s



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instructions to authenticate and deliver such Securities, do not violate any applicable law or
any applicable rule, regulation or order of any governmental agency or commission having
jurisdiction over the Company.



     If the forms or terms of the Securities of any series have been established by or pursuant to
a Board Resolution or an Officer’s Certificate as permitted by Sections 2.1 and 3.1, the Trustee
shall not be required to authenticate such Securities if the issuance of such Securities pursuant
to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.



     Except as otherwise specified as contemplated by Section 3.1 with respect to any series of
securities, or any Tranche thereof, each Security, shall each be dated the date of its
authentication.



     Except as otherwise specified as contemplated by Section 3.1 with respect to any series of
Securities, or any Tranche thereof, no Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee
or its agent by manual signature of an authorized officer thereof, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder to the Company, or any Person acting on its behalf, but shall never have been issued and
sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply with Section 1.2
and need not be accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits hereof.



Section 3.4 Temporary Securities.




     Pending the preparation of definitive Securities of any series, or any Tranche thereof, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued, with such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their execution of such
Securities; provided, however, that temporary Securities need not recite specific redemption,
sinking fund, conversion or exchange provisions.



     If temporary Securities of any series or Tranche are issued, the Company shall cause
definitive Securities of such series or Tranche to be prepared without unreasonable delay. After
the preparation of definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable for definitive Securities of such series or Tranche,
upon surrender of the temporary Securities of such series or Tranche at the office or agency of



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the Company maintained pursuant to Section 6.2 in a Place of Payment for such series or
Tranche, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series or Tranche, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor definitive Securities of the same series or Tranche,
of authorized denominations and of like tenor and aggregate principal amount.



     Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of the same series and
Tranche and of like tenor authenticated and delivered hereunder.



Section 3.5 Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept in one of the offices or agencies designated pursuant to
Section 6.2, with respect to the Securities of each series or any Tranche thereof, a register (the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities of such series or Tranche and the
registration of transfer thereof. The Company shall designate one Person to maintain the Security
Register for the Securities of each series, and such Person is referred to herein, with respect to
such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the
Company may designate one or more of its offices or an office of any Affiliate as an office in
which a register with respect to the Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself or any Affiliate as the Security
Registrar with respect to one or more of such series. The Security Register shall be open for
inspection by the Trustee and the Company at all reasonable times.



     Except as otherwise specified as contemplated by Section 3.1 with respect to the Securities of
any series, or any Tranche thereof, upon surrender for registration of transfer of any Security of
such series or Tranche at the office or agency of the Company maintained pursuant to Section 6.2 in
a Place of Payment for such series or Tranche, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series and Tranche, of authorized denominations and of like tenor and
aggregate principal amount.



     Except as otherwise specified as contemplated by Section 3.1 with respect to the Securities of
any series, or any Tranche thereof, any Security of such series or Tranche may be exchanged at the
option of the Holder for one or more new Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at any such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities, which the Holder making the exchange is entitled to receive.



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



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



     Unless otherwise specified as contemplated by Section 3.1, with respect to Securities of any
series, or any Tranche thereof, no service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.4, 4.6 or 12.6 not involving any
transfer.



     The Company shall not be required to execute or to provide for the registration of transfer of
or the exchange of (a) Securities of any series, or any Tranche thereof, during a period of 15 days
immediately preceding the date notice is to be given identifying the serial numbers of the
Securities of such series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part.



Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.




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



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



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



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone other than the Holder of such new Security, and any such new Security shall be



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entitled to all the benefits of this Indenture equally and proportionately with any and all
other Securities of such series duly issued hereunder.



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



Section 3.7 Payment of Interest; Interest Rights Preserved.




     Unless otherwise provided as contemplated by Section 3.1 with respect to the Securities of any
series, or any Tranche thereof, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.



     Subject to Section 3.12, any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the related Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:




     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a date (a “Special Record Date”) for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the same time the
Company, as the case may be, shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall promptly cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at the address of such Holder
as it appears in the Security Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date.



-25-









 






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



     Subject to the foregoing provisions of this Section and Section 3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.



Section 3.8 Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the absolute owner of such Security for the purpose of receiving payment of principal
of and premium, if any, and (subject to Sections 3.5 and 3.7) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the
contrary.



Section 3.9 Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and, if not theretofore canceled, shall be promptly canceled
by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever or which the Company shall not have issued and sold, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as expressly permitted by
this Indenture. All canceled Securities held by the Trustee shall be disposed of in accordance
with the Trustee’s customary procedures, and the Trustee shall promptly deliver a certificate of
disposition to the Company upon its request therefor unless, by a Company Order, the Company shall
direct that canceled Securities be returned to it.



Section 3.10 Computation of Interest.




     Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, or
Tranche thereof, interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months, and with respect to any period less than a full
calendar month, on the basis of the actual number of days elapsed during such period.



Section 3.11 Payment to Be in Proper Currency.




     In the case of any Security denominated in any currency other than Dollars or in a composite
currency (the “Required Currency”), except as otherwise specified with respect to



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such Security as contemplated by Section 3.1, the obligation of the Company to make any
payment of the principal thereof, or the premium, if any, or interest, if any, thereon, shall not
be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency then due and payable.
If any such tender or recovery is in a currency other than the Required Currency, the Trustee may
take such actions as it considers appropriate to exchange such currency for the Required Currency.
The costs and risks of any such exchange, including without limitation the risks of delay and
exchange rate fluctuation, shall be borne by the Company and the Company shall remain fully liable
for any shortfall or delinquency in the full amount of Required Currency then due and payable, and
in no circumstances shall the Trustee be liable therefor except in the case of its negligence or
willful misconduct. The Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for the Required Currency
by the Trustee, is less than the full amount of Required Currency then due and payable.



Section 3.12 Extension of Interest Payment.




     The Company shall have the right at any time, so long as no Event of Default hereunder has
occurred and is continuing with respect to the Securities of any series, to extend interest payment
periods from time to time on all Securities of such series, if so specified as contemplated by
Section 3.1 with respect to such Securities and upon such terms as may be specified as contemplated
by Section 3.1 with respect to such Securities.



Section 3.13 Additional Interest.




     So long as any Preferred Securities remain outstanding, if the Trust which issued such
Preferred Securities shall be required to pay, with respect to its income derived from the interest
payments on the Securities of any series, any amounts for or on account of any taxes, duties,
assessments or governmental charges of whatever nature imposed by the United States, or any other
taxing authority, then, in any such case, the Company will pay as interest on such series such
additional interest (“Additional Interest”) as may be necessary in order that the net amounts
received and retained by such Trust after the payment of such taxes, duties, assessments or
governmental charges shall result in such Trust’s having such funds as it would have had in the
absence of any such payments.



     Whenever in this Indenture there is mentioned, in any context, the payment of interest on the
Securities, such mention shall be deemed to include the payment of Additional Interest to the
extent that, in such context, Additional Interest is, was or would be payable in respect thereof.



Section 3.14 CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” or other similar numbers (if then
generally in use), and, if so, the Company or the Trustee may use “CUSIP” or such other numbers in
notices or redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or
as contained in any notice of a redemption and that reliance may be placed



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only on the other identification numbers printed on the Securities, in which case neither the
Company nor the Trustee, nor any agent of either of them, shall have any liability in respect of
any CUSIP or such other numbers used on any such notice, and any such redemption shall not be
affected by any defect in or omission of such numbers.



ARTICLE 4.

REDEMPTION OF SECURITIES




Section 4.1 Applicability of Article.




     Securities of any series, or any Tranche thereof, which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.1 for Securities of such series or Tranche) in accordance with this
Article.



Section 4.2 Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or an Officer’s Certificate. The Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee and, in the case of Securities of a series held by a Trust, the Property Trustee under the
related Trust Agreement in writing of such Redemption Date and of the principal amount of such
Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.



Section 4.3 Selection of Securities to Be Redeemed.




     If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the
particular Securities to be redeemed shall be selected by the Trustee from the Outstanding
Securities of such series or Tranche not previously called for redemption, by such method as shall
be provided for such particular series or Tranche, or in the absence of any such provision, by such
method of random selection as the Trustee shall deem fair and appropriate and which may, in any
case, provide for the selection for redemption of portions (equal to any authorized denomination
for Securities of such series or Tranche) of the principal amount of Securities of such series or
Tranche of a denomination larger than the minimum authorized denomination for Securities of such
series or Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the
Company shall have offered to purchase all or any principal amount of the Securities then
Outstanding of any series, or any Tranche thereof, and less than all of such Securities as to which
such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so
directed by Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected to be redeemed in part, the principal



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amount thereof to be redeemed.



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



Section 4.4 Notice of Redemption.




     Unless otherwise specified with respect to any Securities in accordance with Section 3.1,
notice of redemption shall be given in the manner provided in Section 1.6 to the Holders of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:




     (a) the Redemption Date,




     (b) the Redemption Price, or the formula pursuant to which the Redemption Price is to
be determined if the Redemption Price cannot be determined at the time the notice is given,




     (c) if less than all the Outstanding Securities of any series or Tranche are to be
redeemed, the identification of the particular Securities to be redeemed and the portion of
the principal amount of any Security to be redeemed in part,




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




     (e) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any, unless it shall have been specified as
contemplated by Section 3.1 with respect to such Securities that such surrender shall not be
required,




     (f) that the redemption is for a sinking or other fund, if such is the case,




     (g) the CUSIP numbers, if any, assigned to such Securities; provided, however, that
such notice may state that no representation is made as to the correctness of CUSIP numbers,
and the redemption of such Securities shall not be affected by any defect in or omission of
such numbers, and




     (h) such other matters as the Company shall deem desirable or appropriate.



     Unless otherwise specified with respect to any Securities in accordance with Section 3.1, with
respect to any notice of redemption of Securities at the election of the Company, unless, upon the
giving of such notice, the redemption moneys are on deposit with the Trustee, such redemption shall
be conditional upon the deposit by the Company with the Paying Agent or



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Agents for such Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities
and, if such money shall not have been so deposited, the Company shall deliver an Officer’s
Certificate rescinding the redemption to the Trustee and the Paying Agent or Agents for such
Securities, such notice shall be of no force or effect and the Company shall not be required to
redeem such Securities. The Trustee shall promptly provide a copy of such Officer’s Certificate
rescinding the redemption to the Holders, and the Paying Agent or Agents for the Securities
otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities
which had been surrendered for payment upon such redemption.



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



Section 4.5 Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption, the Company shall
default in the payment of the Redemption Price and accrued interest, if any) such Securities or
portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with such notice, such Security or portion thereof shall be
paid by the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that no such surrender shall be a condition to such payment if
so specified as contemplated by Section 3.1 with respect to such Security; and provided, further,
that except as otherwise specified as contemplated by Section 3.1 with respect to such Security,
any installment of interest on any Security the Stated Maturity of which installment is on or prior
to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor
Securities, registered as such at the close of business on the related Regular Record Date
according to the terms of such Security and subject to the provisions of Sections 3.5 and 3.7.



Section 4.6 Securities Redeemed in Part.




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



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ARTICLE 5.

SINKING FUNDS




Section 5.1 Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
the Securities of any series, or any Tranche thereof, except as otherwise specified as contemplated
by Section 3.1 for Securities of such series or Tranche.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series, or any Tranche thereof, is herein referred to as a “mandatory sinking fund payment”, and
any payment in excess of such minimum amount provided for by the terms of Securities of any series,
or any Tranche thereof, is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 5.2. Each sinking fund
payment shall be applied to the redemption of Securities of the series or Tranche in respect of
which it was made as provided for by the terms of such Securities.



Section 5.2 Satisfaction of Sinking Fund Payments with Securities.




     The Company (a) may deliver to the Trustee Outstanding Securities (other than any previously
called for redemption) of a series or Tranche in respect of which a mandatory sinking fund payment
is to be made and (b) may apply as a credit Securities of such series or Tranche which have been
(i) redeemed either at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities or (ii) purchased by the Company in the open market, by tender offer or otherwise, in
each case in satisfaction of all or any part of such mandatory sinking fund payment; provided,
however, that no Securities shall be applied in satisfaction of a mandatory sinking fund payment if
such Securities shall have been previously so applied. Securities so applied shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.



Section 5.3 Redemption of Securities for Sinking Fund.




     Not less than 45 days prior to each sinking fund payment date for the Securities of any
series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s Certificate
specifying:




     (a) the amount of the next succeeding mandatory sinking fund payment for such series or
Tranche;




     (b) the amount, if any, of the optional sinking fund payment to be made together with
such mandatory sinking fund payment;




     (c) the aggregate sinking fund payment;



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     (d) the portion, if any, of such aggregate sinking fund payment which is to be
satisfied by the payment of cash;




     (e) the portion, if any, of such aggregate sinking fund payment which is to be
satisfied by delivering and crediting Securities of such series or Tranche pursuant to
Section 5.2 and stating the basis for such credit and that such Securities have not
previously been so credited, and the Company shall also deliver to the Trustee any
Securities to be so delivered.



     If the Company shall not deliver such Officer’s Certificate, the next succeeding sinking fund
payment for such series or Tranche shall be made entirely in cash in the amount of the mandatory
sinking fund payment. Not less than 40 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 4.3 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 4.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 4.5 and 4.6.



ARTICLE 6.

COVENANTS




Section 6.1 Payment of Principal, Premium and Interest.




     The Company shall pay the principal of and premium, if any, and interest, if any, on the
Securities of each series in accordance with the terms of such Securities and this Indenture.



Section 6.2 Maintenance of Office or Agency.




     The Company shall maintain in each Place of Payment for the Securities of each series, or any
Tranche thereof, an office or agency where payment of such Securities shall be made or surrendered
for payment, where registration of transfer or exchange of such Securities may be effected and
where notices and demands to or upon the Company in respect of such Securities and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of each such office or agency and prompt notice to the Holders of any
such change in the manner specified in Section 1.6. If at any time the Company shall fail to
maintain any such required office or agency in respect of Securities of any series, or any Tranche
thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Securities
may be made, registration of transfer or exchange thereof may be effected and notices and demands
in respect thereby may be served at the Corporate Trust Office of the Trustee, and each of the
Company hereby appoints the Trustee as its agent for all such purposes in any such event.



     The Company may also from time to time designate one or more other offices or agencies with
respect to the Securities of one or more series, or any Tranche thereof, for any or all of the
foregoing purposes and may from time to time rescind such designations; provided, however, that,
unless otherwise specified as contemplated by Section 3.1 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes in each Place of



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Payment for such Securities in accordance with the requirements set forth above. The Company
shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner
specified in Section 1.6, of any such designation or rescission and of any change in the location
of any such other office or agency.



     Anything herein to the contrary notwithstanding, any office or agency required by this Section
may be maintained at an office of the Company or any Affiliate thereof, in which event the Company
or such Affiliate, as the case may be, shall perform all functions to be performed at such office
or agency.



Section 6.3 Money for Securities Payments to Be Held in Trust.




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



     Whenever the Company shall have one or more Paying Agents for the Securities of any series, or
any Tranche thereof, it shall, prior to each due date of the principal of and premium, if any, or
interest, if any, on such Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or
failure so to act.



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




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




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




     (c) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and
furnish to the Trustee such information as it possesses regarding the names and addresses of
the Persons entitled to such sums.



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     The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent and, if as stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article 7; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest, if any, on any Security
and remaining unclaimed for two years after such principal and premium, if any, or interest has
become due and payable shall be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such payment to the Company, may at the expense of the
Company, either (a) cause to be mailed, on one occasion only, notice to such Holder that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such mailing, any unclaimed balance of such money then remaining will be paid to
the Company or (b) cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be paid to the Company.



Section 6.4 Corporate Existence.




     Subject to the rights of the Company under Article 11, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence.



Section 6.5 Annual Officer’s Certificate.




     Not later than May 15 in each year, providing that on such May 15 Securities are Outstanding
under this Indenture, the Company shall deliver to the Trustee an Officer’s Certificate which need
not comply with Section 1.2, executed by its principal executive officer, principal financial
officer or principal accounting officer, as to such officer’s knowledge of such obligor’s
compliance with all conditions and covenants under this Indenture, such compliance to be determined
without regard to any period of grace or requirement of notice under this Indenture.



Section 6.6 Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in



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     (a) Section 6.7, 6.8 or any covenant or restriction specified with respect to the
Securities of any series, or any Tranche thereof, as contemplated by Section 3.1 or by
Section 12.1(b), if before the time for such compliance the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series and Tranches with
respect to which compliance with such covenant or restriction is to be omitted, considered
as one class, shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition; and




     (b) Section 6.4 or 11.1, if before the time for such compliance the Holders of a
majority in principal amount of Securities Outstanding under this Indenture shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance
with such term, provision or condition;


but, in either case, no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect; provided, however, so long as a Trust holds
Securities of any series, such Trust may not waive compliance or waive any default in compliance by
the Company with any covenant or other term contained in this Indenture or the Securities of such
series without the approval of the holders of at least a majority in aggregate liquidation
preference of the outstanding Preferred Securities issued by such Trust affected, obtained as
provided in the Trust Agreement pertaining to such Trust.




Section 6.7 Restrictions on Dividends and Debt Payments.




     Unless otherwise provided as contemplated by Section 3.1, if the Company shall have elected to
extend any interest payment period as provided in Section 3.12, and any such period, or any
extension thereof, shall be continuing, then in either case the Company shall not (i) declare or
pay any dividends or distributions on its capital stock, or (ii) redeem, purchase, acquire or make
a liquidation payment with respect to any Securities or capital stock, or (iii) pay any principal,
interest or premium on, or repay, purchase or redeem any debt securities that are equal or junior
in right of payment to the Securities or (iv) make any payments with respect to any guarantee by
the Company of debt securities if such guarantee is equal or junior in right of payment to the
Securities.



     Unless otherwise specifically provided as contemplated by Section 3.1, the foregoing
provisions do not prevent or restrict the Company from making: (1) purchases, redemptions or other
acquisitions of its capital stock in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors, agents or
consultants or a stock purchase, dividend reinvestment or similar plan, or the satisfaction of its
obligations pursuant to any contract or security outstanding on the date that the interest payment
period is extended requiring it to purchase, redeem or acquire its capital stock, (2) any payment,
repayment, redemption, purchase, acquisition or declaration of dividend described in clauses (i)
and (ii) above as a result of a reclassification of its capital stock, or the exchange or
conversion of all or a portion of one class or series of its capital stock for another class or
series of its capital stock, (3) the purchase of fractional interests in shares of its capital
stock pursuant to the conversion or exchange provisions of its capital stock or the security being
converted or



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exchanged, or in connection with the settlement of stock purchase contracts, (4) dividends or
distributions paid or made in its capital stock (or rights to acquire capital stock), or purchases,
redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital
stock (or of securities convertible into or exchangeable for shares of its capital stock) and
distributions in connection with the settlement of stock purchase contracts outstanding on the date
that the payment of interest is deferred, or (5) payments on the Securities or any preferred trust
securities, subordinated debentures, junior subordinated debentures or guarantees of the foregoing,
in each case that rank equal in right of payment to the Securities, so long as the amount of
payments made on account of such securities or guarantees is paid on all such securities and
guarantees then outstanding on a pro rata basis in proportion to the full distributions to which
each series of such securities and guarantees is then entitled, if paid in full.



Section 6.8 Maintenance of Trust Existence.




     So long as Preferred Securities of any series remain outstanding, the Company shall (i)
maintain direct or indirect ownership of all interests in the Trust which issued such Preferred
Securities, other than such Preferred Securities, (ii) not voluntarily (to the extent permitted by
law) dissolve, liquidate or wind up such Trust, except in connection with a distribution of the
Securities to the holders of the Preferred Securities in liquidation of such Trust, (iii) remain
the sole Depositor under the Trust Agreement (the “Depositor”) of such Trust and timely perform in
all material respects all of its duties as Depositor of such Trust, and (iv) use reasonable efforts
to cause such Trust to remain a business trust and otherwise continue to be treated as a grantor
trust for Federal income tax purposes, provided that any permitted successor to the Company under
this Indenture may succeed to the Company’s duties as Depositor of such Trust; and provided further
that the Company may permit such Trust to consolidate or merge with or into another business trust
or other permitted successor under the Trust Agreement pertaining to such Trust so long as the
Company agrees to comply with this Section 6.8 with respect to such successor business trust or
other permitted successor.



Section 6.9 Rights of Holders of Preferred Securities.




     The Company agrees that, for so long as any Preferred Securities remain outstanding, its
obligations under this Indenture will also be for the benefit of the holders from time to time of
Preferred Securities, and the Company acknowledges and agrees that such holders will be entitled to
enforce this Indenture, as third party beneficiaries, directly against the Company to the same
extent as if such holders of Preferred Securities held a principal amount of Securities equal to
the stated liquidation amount of the Preferred Securities held by such holders.



ARTICLE 7.

SATISFACTION AND DISCHARGE




Section 7.1 Satisfaction and Discharge of Securities.




     Any Security or Securities, or any portion of the principal amount thereof, shall be deemed to
have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in
respect thereof shall be satisfied and discharged, if there shall have been irrevocably deposited
with the Trustee or any Paying Agent (other than the Company), in trust:



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     (a) money in an amount which shall be sufficient, or




     (b) in the case of a deposit made prior to the Maturity of such Securities or portions
thereof, Eligible Obligations, which shall not contain provisions permitting the redemption
or other prepayment thereof at the option of the issuer thereof, the principal of and the
interest on which when due, without any regard to reinvestment thereof, will provide moneys
which, together with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient, or




     (c) a combination of (a) or (b) which shall be sufficient,


to pay when due the principal of and premium, if any, and interest [(including any Additional
Interest)], if any, due and to become due on such Securities or portions thereof; provided,
however, that in the case of the provision for payment or redemption of less than all the
Securities of any series or Tranche, such Securities or portions thereof shall have been selected
by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall have been given by
the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and
provided, further, that the Company shall have delivered to the Trustee and such Paying Agent:





     (x) if such deposit shall have been made prior to the Maturity of such Securities, a
Company Order stating that the money and Eligible Obligations deposited in accordance with
this Section shall be held in trust, as provided in Section 6.3;




     (y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the
effect that such obligations constitute Eligible Obligations and do not contain provisions
permitting the redemption or other prepayment thereof at the option of the issuer thereof,
and an opinion of an independent public accountant of nationally recognized standing,
selected by the Company, to the effect that the other requirements set forth in clause (b)
and (c) above have been satisfied; and




     (z) if such deposit shall have been made prior to the Maturity of such Securities, an
Officer’s Certificate stating the Company’s intention that, upon delivery of such Officer’s
Certificate, its indebtedness in respect of such Securities or portions thereof will have
been satisfied and discharged as contemplated in this Section.



     Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon
Company Request, acknowledge in writing that such Securities or portions thereof are deemed to have
been paid for all purposes of this Indenture and that the entire indebtedness of the Company in
respect thereof has been satisfied and discharged as contemplated in this Section. In the event
that all of the conditions set forth in the preceding paragraph shall have been satisfied in
respect of any Securities or portions thereof except that, for any reason, the Officer’s
Certificate specified in clause (z) (if otherwise required) shall not have been delivered, such
Securities or portions thereof shall nevertheless be deemed to have been paid for all purposes of
this Indenture, and the Holders of such Securities or portions thereof shall



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nevertheless be no longer entitled to the benefits provided by this Indenture or of any of the
covenants of the Company under Article 6 (except the covenants contained in Sections 6.2 and 6.3)
or any other covenants made in respect of such Securities or portions thereof as contemplated by
Section 3.1 or Section 12.1(b), but the indebtedness of the Company in respect of such Securities
or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for
any other purpose; and, upon Company Request, the Trustee shall acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all purposes of this Indenture.



     If payment at Stated Maturity of less than all of the Securities of any series, or any Tranche
thereof, is to be provided for in the manner and with the effect provided in this Section, the
Trustee shall select such Securities, or portions of principal amount thereof, in the manner
specified by Section 4.3 or selection for redemption of less than all the Securities of a series or
Tranche.



     In the event that Securities which shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the Company’s indebtedness shall have been
satisfied and discharged, all as provided in this Section, do not mature and are not to be redeemed
within the sixty (60) day period commencing with the date of the deposit of moneys or Eligible
Obligations, as aforesaid, the Company shall, as promptly as practicable, give a notice, in the
same manner as a notice of redemption with respect to such Securities, to the Holders of such
Securities to the effect that such deposit has been made and the effect thereof.



     Notwithstanding that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such
Securities under Sections 3.4, 3.5, 3.6, 4.3, 4.4, 4.6, 6.2, 6.3, 9.7, 9.8, 9.9, 9.10 and 9.15 and
this Article shall survive such satisfaction and discharge.



     The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible
Obligations shall have been deposited as provided in this Section against, any tax, fee or other
charge imposed on or assessed against such Eligible Obligations or the principal or interest
received in respect of such Eligible Obligations, including, but not limited to, any such tax
payable by any entity deemed, for tax purposes, to have been created as a result of such deposit.



     Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would be
deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s
indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to
this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, (i) shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it as aforesaid to the Company or its representative under any
applicable Federal or State bankruptcy, insolvency or other similar law, or (ii) are unable to
apply any money in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, such Security shall thereupon be deemed retroactively not to have
been paid and any satisfaction and discharge of the Company’s indebtedness in respect thereof shall
retroactively be deemed not to have been effected, and such Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the



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Company’s indebtedness in respect of any Security shall be subject to the provisions of the
last paragraph of Section 6.3.



Section 7.2 Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall execute such instruments
as the Company shall reasonably request to evidence and acknowledge the satisfaction and discharge
of this Indenture, when:




     (a) no Securities remain Outstanding hereunder; and




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


provided, however, that if, in accordance with the last paragraph of Section 7.1, any Security,
previously deemed to have been paid for purposes of this Indenture, shall be deemed retroactively
not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been
satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company
shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and
acknowledge the same.




     Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 3.4, 3.5, 3.6, 4.3, 4.4, 4.6, 6.2, 6.3, 9.7, 9.8,
9.9, 9.10 and 9.15 and this Article shall survive such satisfaction and discharge.



     Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee
shall turn over to the Company any and all money, securities and other property then held by the
Trustee for the benefit of the Holders of the Securities (other than money and Eligible Obligations
held by the Trustee pursuant to Section 7.3) and shall execute and deliver to the Company such
instruments as, in the judgment of the Company, shall be necessary, desirable or appropriate to
effect or evidence the satisfaction and discharge of this Indenture.



Section 7.3 Application of Trust Money.




     Neither the Eligible Obligations nor the money deposited pursuant to Section 7.1, nor the
principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount thereof in respect of
which such deposit was made, all subject, however, to the provisions of Section 6.3; provided,
however, that any cash received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent practicable and upon Company
Request and delivery to the Trustee of the documents referred to in clause (y) in the first
paragraph of Section 7.1, be invested in Eligible Obligations of the type described in clause (b)
in the first paragraph of Section 7.1 maturing at such times and in such amounts as shall be
sufficient, together with any other moneys and the proceeds of any other Eligible Obligations then
held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any,
due and to become due on such Securities or portions thereof on and prior to the



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Maturity thereof, and interest earned from such reinvestment shall be paid over to the Company
as received, free and clear of any trust, lien or pledge under this Indenture (except the lien
provided by Section 9.7); and provided, further, that any moneys held in accordance with this
Section on the Maturity of all such Securities in excess of the amount required to pay the
principal of and premium, if any, and interest, if any, then due on such Securities shall be paid
over to the Company free and clear of any trust, lien or pledge under this Indenture (except the
lien provided by Section 9.7); and provided, further, that if an Event of Default shall have
occurred and be continuing, moneys to be paid over to the Company pursuant to this Section shall be
held until such Event of Default shall have been waived or cured.



ARTICLE 8.

EVENTS OF DEFAULT; REMEDIES




Section 8.1 Events of Default.




     “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events, subject to such additions and exceptions as may be provided pursuant
to Section 3.1:




     (a) failure to pay any interest on any Security of such series when it becomes due and
payable (whether or not payment is prohibited by the subordination provisions of Article 14)
and continuance of such default for a period of 60 days; provided, however, that a valid
extension of the interest payment period by the Company as contemplated in Section 3.12 of
this Indenture shall not constitute a default in the payment of interest for this purpose;
or




     (b) failure to pay the principal of or premium, if any, on any Security of such series
when it becomes due and payable (whether or not payment is prohibited by the subordination
provisions of Article 14) and continuance of such default for a period of three Business
Days; or




     (c) failure to comply with, or breach of, any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in the performance of which or
breach of which is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of one or more series of Securities
other than such series) and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by the Trustee,
or to the Company and the Trustee by the Holders of at least a majority in principal amount
of the Outstanding Securities of such series, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder, unless the Holders of a principal amount of Securities of such series not less
than the principal amount of Securities the Holders of which gave such notice, as the case
may be, shall agree in writing to an extension of such period prior to its expiration or if
corrective action is initiated by the Company within such period and is being diligently
pursued in good faith; or



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     (d) the entry by a court having jurisdiction in the premises of (1) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
(2) a decree or order adjudging the Company as bankrupt or insolvent, or approving as
properly filed a petition by one or more Persons other than the Company seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official for the Company or for any
substantial part of its property, or ordering the winding up or liquidation of its affairs,
and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of 90 consecutive days; or




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




     (f) any other Event of Default specified with respect to Securities of such series.



Section 8.2 Acceleration of Maturity; Rescission and Annulment.




     Unless otherwise provided as contemplated in Section 3.1, if an Event of Default (other than
an Event of Default specified in clause (c) of the definition thereof in Section 8.1) shall have
occurred and be continuing with respect to Securities of any series at the time Outstanding, then
in every such case the Trustee or the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series may declare the principal amount of all Securities of
such series (or, if any of the Securities of such series are Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof as contemplated by
Section 3.1) and interest accrued thereon to be due and payable immediately (provided that the
payment of principal and interest on such Securities shall remain subordinated to the extent
provided in this Indenture), by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon receipt by the Company of notice of such declaration of acceleration, such
principal amount (or specified amount) shall become immediately due and payable; provided, however,
that if an Event of Default shall have occurred and be continuing with respect to all outstanding
series of Securities, the Trustee or the Holders of not less than a majority in



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aggregate principal amount of the Outstanding Securities of all series, considered as one
class, may make such declaration of acceleration, and not the Holders of the Securities of any one
of such series (provided that the payment of principal and interest on such Securities shall remain
subordinated to the extent provided in this Indenture).



     Neither the Trustee nor the Holders shall be entitled to make a declaration of acceleration
with respect to an Event of Default specified in clause (c) of the definition thereof, and no
series of Securities as to which such an Event of Default is the only Event of Default shall be
considered outstanding for the purpose of determining whether the required vote, as specified in
the preceding paragraph, has been obtained.



     At any time after such a declaration of acceleration with respect to Securities of any series
shall have been made and before a judgment or decree for payment of the money due shall have been
obtained by the Trustee as hereinafter in this Article provided, such declaration and its
consequences shall, without further act, be deemed to have been rescinded and annulled, if




     (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay




     (1) all overdue interest, if any, on all Securities of such series then
Outstanding;




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




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




     (4) all amounts due to the Trustee under Section 9.7;




     and




     (b) all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of Securities of such series which shall have become due solely
by such declaration of acceleration, shall have been cured or waived as provided in Section
8.13.



     No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.



Section 8.3 Collection of Indebtedness and Suits for Enforcement by Trustee.




     If an Event of Default described in clause (a) or (b) of Section 8.1 shall have occurred and
be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal and premium,




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if any, and interest, if any, and, to the extent permitted by law, interest on premium, if any, and
on any overdue principal and interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to
the Trustee under Section 9.7. Unless otherwise specified pursuant to Section 3.1 with respect to
any series of Securities, the rate or rates at which Securities shall bear interest on overdue
principal, premium, and interest, if any, shall be, to the extent permitted by law, the same rate
or rates at which such Securities shall bear interest prior to Maturity.




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



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



Section 8.4 Trustee May File Proofs of Claim.




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




     (a) to file and prove a claim for the whole amount of principal, premium, if any, and
interest, if any, owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due to the Trustee under Section 9.7) and of the
Holders allowed in such judicial proceeding, and




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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amounts due it under Section 9.7.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent



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to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, be a member of a creditors’ or
similar other committee.




Section 8.5 Trustee May Enforce Claims Without Possession of Securities.




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



Section 8.6 Application of Money Collected.




     Any money held or collected by the Trustee or other property distributable in respect of the
Company’s obligations pursuant to this Article shall be applied in the following order, to the
extent permitted by law, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or premium, if any, or interest, if any, upon presentation of
the Securities in respect of which or for the benefit of which such money shall have been collected
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:



     First: To the payment of all amounts due the Trustee (including any predecessor Trustee)
under Section 9.7;



     Second: Subject to the provisions of Article 14, to the payment of the amounts then due and
unpaid upon the Securities for principal of and premium, if any, and interest, if any, in respect
of which or for the benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Securities for principal,
premium, if any, and interest, if any, respectively;



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



Section 8.7 Limitation on Suits.




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




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




     (b) the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series in respect of which an Event of Default shall have occurred and be



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continuing, considered as one class, shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee
hereunder;




     (c) such Holder or Holders shall have offered to the Trustee indemnity satisfactory to
it in its reasonable judgment against the costs, expenses and liabilities to be incurred in
compliance with such request;




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




     (e) no direction inconsistent with such written request shall have been given to the
Trustee during such 60-day period by the Holders of a majority in aggregate principal amount
of the Outstanding Securities of all series in respect of which an Event of Default shall
have occurred and be continuing, considered as one class;


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




Section 8.8 Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and premium,
if any, and (subject to Section 3.7 and 3.12) interest, if any, on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder. In addition, in the case of Securities of a series
held by a Trust, a holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of principal of or interest on the Securities having a
principal amount equal to the aggregate liquidation preference amount of the Preferred Securities
of such holder on or after the due dates specified or provided for in the Securities.



Section 8.9 Restoration of Rights and Remedies.




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



Section 8.10 Rights and Remedies Cumulative.




     Except as otherwise provided in the last paragraph of Section 3.6, no right or remedy



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herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




Section 8.11 Delay or Omission Not Waiver.




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



Section 8.12 Control by Holders of Securities.




     If an Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series; provided, however, that if an Event of Default shall
have occurred and be continuing with respect to more than one series of Securities, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all such series,
considered as one class, shall have the right to make such direction, and not the Holders of the
Securities of any one of such series; and provided, further, that




     (a) such direction shall not be in conflict with any rule of law or with this
Indenture, and could not involve the Trustee in personal liability in circumstances where
indemnity would not, in the Trustee’s sole discretion, be adequate, and




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



Section 8.13 Waiver of Past Defaults.




     The Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences, except a default




     (a) in the payment of the principal of or premium, if any, or interest, if any, on any
Security of such series, or




     (b) in respect of a covenant or provision hereof which under Section 12.2 cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such
series affected.


; provided, however, that so long as a Trust holds the Securities of any series, such Trust may not



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waive any past default without the consent of at least a majority in aggregate liquidation
preference of the outstanding Preferred Securities issued by such Trust affected, obtained as
provided in the Trust Agreement pertaining to such Trust. Any such waiver by holders of a majority
in aggregate liquidation preference of outstanding Preferred Securities issued by any such Trust
shall be deemed to be on behalf of all holders of Preferred Securities issued by any such Trust.




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



Section 8.14 Undertaking for Costs.




     The Company and the Trustee agree, and each Holder by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant, in each case in the manner, to the extent, and subject to the exceptions provided
in the Trust Indenture Act; provided, that the provisions of this Section shall not be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company.



Section 8.15 Waiver of Usury, Stay or Extension Laws.




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



ARTICLE 9.

THE TRUSTEE




Section 9.1 Certain Duties and Responsibilities.





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




     (1) the Trustee undertakes to perform, with respect to Securities of such
series, such duties and only such duties as are specifically set forth in this



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Indenture, 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, with respect to
Securities of such series, conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but
in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).




     (b) In case an Event of Default with respect to Securities of any series shall have
occurred and be continuing, the Trustee shall exercise, with respect to Securities of such
series, such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.




     (c) No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that




     (1) this subsection shall not be construed to limit the effect of subsection
(a) of this Section;




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any one or more
series, as provided herein, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Securities of
such series; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.




     (d) Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.



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Section 9.2 Notice of Defaults.




     The Trustee shall give notice of any default hereunder with respect to the Securities of any
series to the Holders of Securities of such series in the manner and to the extent required to do
so by the Trust Indenture Act, unless such default shall have been cured or waived; provided,
however, that in the case of any default of the character specified in Section 8.1(c), no such
notice to Holders shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time, or both, would become, an Event of Default with respect to the Securities of such series.



Section 9.3 Certain Rights of Trustee.




     Subject to the provisions of Section 9.1 and to the applicable provisions of the Trust
Indenture Act:




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




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




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




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




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




     (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee



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shall determine to make such further inquiry or investigation, it shall (subject to
applicable legal requirements) be entitled to examine, during normal business hours, the
books, records and premises of the Company, personally or by agent or attorney at the
expense of the Company and shall incur no liability of any kind by reason of such inquiry or
investigation;




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




     (h) except as otherwise provided in Section 8.1, the Trustee shall not be charged with
knowledge of any Event of Default with respect to the Securities of any series for which it
is acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the
Corporate Trust Office of the Trustee (or any successor division or department of the
Trustee) shall have actual knowledge of the Event of Default or (2) written notice of such
Event of Default shall have been given to the Trustee by the Company or any other obligor on
such Securities, or by any Holder of such Securities;




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




     (j) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder;




     (k) the Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture; and




     (l) in no event shall the Trustee be responsible or liable for special 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 9.4 Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities endorsed thereon (except the Trustee’s
certificates of authentication) shall be taken as the statements of the Company, as the case may
be, and neither the Trustee nor any Authenticating Agent assumes responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities endorsed thereon. Neither Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or the proceeds
thereof.



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Section 9.5 May Hold Securities.




     Each of the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities [and/or Preferred Securities] and, subject to Sections 9.8 and 9.13, may
otherwise deal with the Company with the same rights it would have if it were not the Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.



Section 9.6 Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds, except
to the extent required by law. The Trustee shall be under no liability for interest on or
investment of any money received by it hereunder except as expressly provided herein or otherwise
agreed with, and for the sole benefit of, the Company.



Section 9.7 Compensation and Reimbursement.




     The Company agrees




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




     (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances reasonably incurred or made
by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as shall be determined to have been caused by its own
negligence, willful misconduct or bad faith; and




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



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, other than property and funds held in trust under Section 7.3 (except as
otherwise provided in Section 7.3).



          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 8.1(d) or Section 8.1(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or State bankruptcy, insolvency or other similar
law.




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     The provisions of this Section 9.7 shall survive the termination of this Indenture and the
resignation and removal of the Trustee.



Section 9.8 Disqualification; Conflicting Interests.




     If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any
series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in
respect of the Securities of any other series.



Section 9.9 Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be




     (a) a corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal, State or District of
Columbia authority, or




     (b) if and to the extent permitted by the Commission by rule, regulation or order upon
application, a corporation or other Person organized and doing business under the laws of a
foreign government, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 or the Dollar equivalent of the
applicable foreign currency and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to United States institutional trustees


and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section and the Trust
Indenture Act, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.




Section 9.10 Resignation and Removal; Appointment of Successor.





     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 9.11.



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     (b) The Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 9.11 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition at the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.




     (c) The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Trustee and the Company; provided that so long as any Preferred
Securities remain outstanding, the Trust which issued such Preferred Securities shall not
execute any Act to remove the Trustee without the consent of the holders of a majority in
aggregate liquidation preference of Preferred Securities issued by such Trust outstanding,
obtained as provided in the Trust Agreement pertaining to such Trust. If the notice of
acceptance by a successor Trustee required by Section 9.11 shall not have been delivered to
the Trustee within 30 days after the giving to the Trustee of notice of removal, the Trustee
to be removed may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.




     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 9.8 after written request
therefor by the Company or by any Holder who has been a bona fide Holder for at
least six months, or




     (2) the Trustee shall cease to be eligible under Section 9.9 or Section 310(a)
of the Trust Indenture Act and shall fail to resign after written request therefor
by the Company or by any such Holder, or




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


then, in any such case, (x) the Company by Board Resolutions may remove the Trustee with respect to
all Securities or (y) subject to Section 8.14, any Holder who has been a bona fide Holder for at
least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.





     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause (other than as contemplated by
clause (y) in subsection (d) or this Section), with respect to the Securities of one or more
series, the Company, by Board Resolutions, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the



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Securities of one or more or all of such series and that at any time (subject to
Section 9.15) there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 9.11. If,
within one year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 9.11, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any series shall
have been so appointed by the Company or the Holders and accepted appointment in the manner
required by Section 9.11, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




     (f) So long as no event which is, or after notice or lapse of time, or both, would
become, an Event of Default shall have occurred and be continuing, and except with respect
to a Trustee appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities pursuant to subsection (e) of this Section, if the Company shall have
delivered to the Trustee (i) Board Resolutions of the Company appointing a successor
Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of
such appointment, effective as of such date, by such successor Trustee in accordance with
Section 9.11, the Trustee shall be deemed to have resigned as contemplated in subsection (b)
of this Section, the successor Trustee shall be deemed to have been appointed by the Company
pursuant to subsection (e) of this Section and such appointment shall be deemed to have been
accepted as contemplated in Section 9.11, all as of such date, and all other provisions of
this Section and Section 9.11 shall be applicable to such resignation, appointment and
acceptance except to the extent inconsistent with this subsection (f).




     (g) The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series to all Holders of Securities of such series in
the manner provided in Section 1.6. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.



Section 9.11 Acceptance of Appointment by Successor.





     (a) In case of the appointment hereunder of a successor Trustee with respect to the
Securities of all series, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the



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retiring Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.




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




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




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



Section 9.12 Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the



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




Section 9.13 Preferential Collection of Claims Against Company.




     If the Trustee shall be or become a creditor of the Company or any other obligor upon the
Securities (other than by reason of a relationship described in Section 311(b) of the Trust
Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor. For
purposes of Section 311(b) of the Trust Indenture Act (a) the term “cash transaction” shall have
the meaning provided in Rule 11b-4 under the Trust Indenture Act, and (b) the term
“self-liquidating paper” shall have the meaning provided in Rule 11b-6 under the Trust Indenture
Act.



Section 9.14 Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of
one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State or territory thereof or
the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.



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



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




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



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



     The provisions of Sections 3.8, 9.4 and 9.5 shall be applicable to each Authenticating Agent.



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



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



	 	 	 	 	 
	 	  	
 	 
	 	 	As Trustee 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 




     If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 1.2 and need not be accompanied by an Opinion of



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Counsel), shall appoint, in accordance with this Section and in accordance with such
procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of Securities.




Section 9.15 Co-trustee and Separate Trustees.




     At any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least a majority in principal amount of the
Securities then Outstanding, the Company shall for such purpose join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to appoint, one or
more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to
act as separate trustee, in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions of this Section. If
the Company does not join in such appointment within 15 days after the receipt by it of a request
so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall
have power to make such appointment.



     Should any written instrument or instruments from the Company be required by any co-trustee or
separate trustee to more fully confirm to such co-trustee or separate trustee such property, title,
right or power, any and all such instruments shall, on request, be executed, acknowledged and
delivered by the Company, as the case may be.



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions:




     (a) the Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and other personal
property held by, or required to be deposited or pledged with, the Trustee hereunder, shall
be exercised solely, by the Trustee;




     (b) the rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be conferred or imposed
upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee
or separate trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any jurisdiction
in which any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and obligations
shall be exercised and performed by such co-trustee or separate trustee.




     (c) the Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Company, may accept the resignation of or remove any co-trustee or
separate trustee appointed under this Section, and, if an Event of Default shall have
occurred and be continuing, the Trustee shall have power to accept the resignation of, or
remove, any such co-trustee or separate trustee without the concurrence of the Company.



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Upon the written request of the Trustee, the Company shall join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee so resigned
or removed may be appointed in the manner provided in this Section;




     (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee, or any other such trustee hereunder, and the Trustee
shall not be personally liable by reason of any act or omission of any such co-trustee or
separate trustee; and




     (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered
to each such co-trustee and separate trustee.



ARTICLE 10.

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 10.1 Lists of Holders.




     Semiannually, not later than June 30 and December 31 in each year, commencing June 1, 2008,
and at such other times as the Trustee may request in writing, the Company shall furnish or cause
to be furnished to the Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it in any other
capacity and afford to the Holders access to information so preserved by it, all to such extent, if
any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no
such list need be furnished so long as the Trustee shall be the Security Registrar.



Section 10.2 Reports by Trustee and Company.




     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the time and in the
manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than May 15 in each calendar year with respect to
the 12-month period ending on the next preceding May 15, commencing on May 15 in the year following
the initial issuance of Securities under this Indenture. A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which
any Securities are listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on or delisted from any stock exchange.



     The Company shall file with the Trustee (within thirty (30) days after filing with the
Commission in the case of reports that pursuant to the Trust Indenture Act must be filed with the
Commission and furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act.



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any



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information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officer’s Certificates).




ARTICLE 11.

CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER




Section 11.1 Company May Consolidate, Etc., Only on Certain Terms.




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




     (a) the Person formed by such consolidation or into which the Company, is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets
of the Company, substantially as an entirety shall be a Person organized and existing under
the laws of the United States, any State thereof or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal
of and premium, if any, and interest, if any, on all Outstanding Securities and the
performance of every covenant of this Indenture on the part of the Company, to be performed
or observed;




     (b) immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing; and




     (c) the Company, shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance or other
transfer or lease and such indenture supplemental hereto complies with this Article and that
all conditions precedent herein provided for relating to such transactions have been
complied with.



Section 11.2 Successor Person Substituted.




     Upon any consolidation by the Company with or merger by the Company into any other Person or
any conveyance or other transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 11.1, the successor Person formed by such consolidation
or into which the Company, is merged or the Person to which such conveyance, or other transfer or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company, under this Indenture with the same effect as if such successor Person had been named
as the Company, herein, and thereafter, except in the case of a lease, the predecessor Person shall
be relieved of all obligations and covenants under this Indenture and the Securities Outstanding
hereunder.



Section 11.3 Limitation.




     Nothing in this Indenture shall be deemed to prevent or restrict:



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     (a) any consolidation or merger after the consummation of which the Company would be
the surviving or resulting entity,




     (b) any conveyance or other transfer, or lease, of any part of the properties of the
Company which does not constitute the entirety, or substantially the entirety, thereof,




     (c) any conveyance or other transfer, or lease, of any part of the properties of the
Company to a subsidiary of the Company;




     (d) the approval by the Company of, or the consent by the Company to, any consolidation
or merger to which any direct or indirect subsidiary or affiliate of the Company, may be a
party or any conveyance, transfer or lease by any such subsidiary or affiliate of any of its
assets or




     (e) any other transaction not contemplated by Section 11.1.



ARTICLE 12.

SUPPLEMENTAL INDENTURES




Section 12.1 Supplemental Indentures Without Consent of Holders.




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




     (a) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities all as
provided in Article 11; or




     (b) to add one or more covenants of the Company or other provisions for the benefit of
the Holders of all or any series of Securities, or any Tranche thereof, or to remain in
effect only so long as there shall be Outstanding Securities of one or more specified
series, or one or more specified Tranches thereof, or to surrender any right or power herein
conferred upon the Company (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




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




     (d) to change or eliminate any provision of this Indenture or to add any new provision
to this Indenture; provided, however, that if such change, elimination or addition shall
adversely affect the interests of the Holders of Securities of any series or Tranche
Outstanding on the date of such supplemental indenture in any material respect, such change,
elimination or addition shall become effective with respect to such series or



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Tranche only pursuant to the provisions of Section 12.2 hereof or when no Security of
such series or Tranche remains Outstanding; or




     (e) to provide collateral security for the Securities of any series; or




     (f) to establish the form or terms of Securities of any series or Tranche as
contemplated by Sections 2.1 and 3.1; or




     (g) to provide for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for any and all other
matters incidental thereto; or




     (h) to evidence and provide for the acceptance of appointment hereunder by a separate
or successor Trustee or co-trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 9.11(b); or




     (i) to provide for the procedures required to permit the Company to utilize, at its
option, a clearing agency or non certificated system of registration for all, or any series
or Tranche of, the Securities; or




     (j) to change any place or places where (1) the principal of and premium, if any, and
interest, if any, on all or any series of Securities, or any Tranche thereof, shall be
payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for
registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may
be surrendered for exchange and (4) notices and demands to or upon the Company in respect of
all or any series of Securities, or any Tranche thereof, and this Indenture may be served;
or




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



     Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at
the date of the execution and delivery of this Indenture or at any time thereafter shall be amended
and




     (x) if any such amendment shall require one or more changes to any provisions hereof or
the inclusion herein of any additional provisions, or shall by operation of law be deemed to
effect such changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the Trust
Indenture Act, and the Company and the




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Trustee may, without the consent of any Holders, enter into an indenture supplemental
hereto to evidence such amendment hereof; or




     (y) if any such amendment shall permit one or more changes to, or the elimination of,
any provisions hereof which, at the date of the execution and delivery hereof or at any time
thereafter, are required by the Trust Indenture Act to be contained herein or are contained
herein to reflect any provision of the Trust Indenture Act as in effect at such date, this
Indenture shall be deemed to have been amended to effect such changes or elimination, and
the Company and the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to this Indenture to effect such changes or elimination or evidence such
amendment.



Section 12.2 Supplemental Indentures With Consent of Holders.




     Subject to the provisions of Section 12.1, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then Outstanding under this
Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee
the Company, when authorized by Board Resolutions, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture; provided, however, that if there
shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series so directly affected, considered as one class,
shall be required; and provided, further, that if the Securities of any series shall have been
issued in more than one Tranche and if the proposed supplemental indenture shall directly affect
the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then
the consent only of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all Tranches so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security of each series or Tranche so directly affected,




     (a) change the Stated Maturity of the principal of, or any installment of principal of
or interest on (except as provided in Section 3.12 hereof), any Security (other than
pursuant to the terms thereof), or reduce the principal amount thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or change the method
of calculating such rate or reduce any premium payable upon the redemption thereof, or
reduce the amount of the principal of a Discount Security that would be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or change the
coin or currency (or other property), in which any Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or




     (b) reduce the percentage in principal amount of the Outstanding Securities of any
series (or, if applicable, in liquidation preference of any series of Preferred



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Securities) or any Tranche thereof, the consent of the Holders of which is required for
any such supplemental indenture, or the consent of the Holders of which is required for any
waiver of compliance with any provision of this Indenture or of any default hereunder and
its consequences, or reduce the requirements of Section 13.4 for quorum or voting, or




     (c) modify any of the provisions of this Section, Section 6.6 or Section 8.13 with
respect to the Securities of any series or any Tranche thereof, except to increase the
percentages in principal amount referred to in this Section or such other Sections or to
provide that other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided, however, that
this clause shall not be deemed to require the consent of any Holder with respect to changes
in the references to “the Trustee” and concomitant changes in this Section, or the deletion
of this proviso, in accordance with the requirements of Sections 9.11(b) and 12.1(h).


Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the
Trustee may not consent to a supplemental indenture under this Section 12.2 without the prior
consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such
Preferred Securities, of the holders of not less than a majority in aggregate liquidation
preference of all Preferred Securities issued by such Trust affected, considered as one class, or,
in the case of changes described in clauses (a), (b) and (c) above, 100% in aggregate liquidation
preference of all such Preferred Securities then outstanding which would be affected thereby,
considered as one class. A supplemental indenture which (x) changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for the benefit of the
Holders of, or which is to remain in effect only so long as there shall be Outstanding, Securities
of one or more particular series, or one or more Tranches thereof, or (y) modifies the rights of
the Holders of Securities of such series or Tranches with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series or Tranche.




     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof. A waiver of a Holder’s right to consent under this Section shall be deemed
to be a consent of such Holder.



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Section 12.3 Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be provided with, and (subject to Section 9.1) shall be fully protected in relying
upon, an Opinion of Counsel and an Officer’s Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties, immunities or liabilities under this Indenture or otherwise.



Section 12.4 Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof,
any such restatement shall supersede this Indenture as theretofore in effect for all purposes.
Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of this Section, the Company shall prepare and deliver to the Trustee a notice
setting forth in general terms the substance of such supplemental indenture, and the Trustee shall
transmit by mail, first class postage prepaid, to the Security holders of all series affected
thereby as their names and addresses appear upon the Security Register. Any failure of the Company
to prepare and deliver to the Trustee, or the Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture.



Section 12.5 Conformity With Trust Indenture Act.




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



Section 12.6 Reference in Securities to Supplemental Indentures.




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



Section 12.7 Modification Without Supplemental Indenture.




     To the extent, if any, that the terms of any particular series of Securities shall have been
established in or pursuant to a Board Resolution or an Officer’s Certificate pursuant to a
supplemental indenture or Board Resolution as contemplated by Section 3.1, and not in an



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indenture supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate, as the
case may be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental
Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be
effective unless all conditions set forth in this Indenture which would be required to be satisfied
if such additions, changes or elimination were contained in a supplemental indenture shall have
been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental
Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental indenture” for
purposes of Section 12.4 and 12.6.



ARTICLE 13.

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING




Section 13.1 Purposes for Which Meetings May Be Called.




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



Section 13.2 Call, Notice and Place of Meetings.





     (a) The Trustee may at any time call a meeting of Holders of Securities of one or more,
or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section
13.1, to be held at such time and at such place in the Borough of Manhattan, The City of New
York, as the Trustee shall determine, or, with the approval of the Company, at any other
place. Notice of every such meeting, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.




     (b) If the Trustee shall have been requested to call a meeting of the Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof, by the
Company, or by the Holders of a majority in aggregate principal amount of all of such series
and Tranches, considered as one class, for any purpose specified in Section 13.1, by written
request setting forth in reasonable detail the action proposed to be taken at the meeting,
and the Trustee shall not have given the notice of such meeting within 21 days after receipt
of such request or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series and Tranches in the
amount above specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in such other place as shall be determined or
approved by the Company, for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.



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     (c) Any meeting of Holders of Securities of one or more, or all, series, or any Tranche
or Tranches thereof, shall be valid without notice if the Holders of all Outstanding
Securities of such series or Tranches are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is waived in
writing before or after the meeting by the Holders of all Outstanding Securities of such
series, or by such of them as are not present at the meeting in person or by proxy, and by
the Company and the Trustee.



Section 13.3 Persons Entitled to Vote at Meetings.




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



Section 13.4 Quorum; Action.




     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of the series and Tranches with respect to which a meeting shall have been called as
hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders
of Securities of such series and Tranches; provided, however, that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the Outstanding Securities of
such series and Tranches, considered as one class, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series and Tranches,
considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of
the time appointed for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series and Tranches, be dissolved. In any other case the meeting may be
adjourned for such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for such period as may be determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section
13.5(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 13.2(a) not less than ten days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series and Tranches which shall constitute a quorum.



     Except as limited by Section 12.2, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of
the series and Tranches with respect to which such meeting shall have been called, considered as
one class; provided, however, that, except as so limited, any resolution with



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respect to any action which this Indenture expressly provides may be taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the Outstanding Securities
of such series and Tranches, considered as one class.



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



Section 13.5 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of
Meetings.





     (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and,
to the extent permitted by law, any such proxy shall remain in effect and be binding upon
any future Holder of the Securities with respect to which it was given unless and until
specifically revoked by the Holder or future Holder of such Securities before being voted.




     (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities in
regard to proof of the holding of such Securities and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the
manner specified in Section 1.4. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.




     (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders as provided
in Section 13.2(b), in which case the Company or the Holders of Securities of the series and
Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches represented at the meeting, considered as
one class.




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



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chairman of the meeting shall have no right to vote, except as a Holder of a Security
or proxy.




     (e) Any meeting duly called pursuant to Section 13.2 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of all series and Tranches represented at the meeting,
considered as one class; and the meeting may be held as so adjourned without further notice.



Section 13.6 Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities, of the series and Tranches
with respect to which the meeting shall have been called, held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports of all votes cast at the meeting. A record, in
duplicate, of the proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was given as
provided in Section 13.2 and, if applicable, Section 13.4. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.



Section 13.7 Action Without Meeting.




     In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 1.4.



ARTICLE 14.

SUBORDINATION OF SECURITIES




Section 14.1 Securities Subordinate to Senior Indebtedness of the Company.




     The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of
the Securities of each series, by its acceptance thereof, likewise covenants and agrees, that the
payment of the principal of and premium, if any, and interest, if any, on each and all of the
Securities is hereby expressly subordinated and subject to the extent and in the manner set forth
in this Article, in right of payment to the prior payment in full of all Senior Indebtedness of the
Company. The Securities of each series will rank equally in right of payment with any of the
Company’s Pari Passu Securities.



     Each Holder of the Securities of each series, by its acceptance thereof, authorizes and



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directs the Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article, and appoints the Trustee its
attorney-in-fact for any and all such purposes.



Section 14.2 Payment Over of Proceeds of Securities.




     In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation,
reorganization or other similar proceedings in respect of the Company or a substantial part of its
property, or of any proceedings for liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section
14.3, that (i) a default shall have occurred with respect to the payment of principal of or
interest on or other monetary amounts due and payable on any Senior Indebtedness of the Company and
such default shall have continued beyond the period of grace, if any, in respect thereof, or (ii)
there shall have occurred a default (other than a default in the payment of principal or interest
or other monetary amounts due and payable) in respect of any Senior Indebtedness of the Company, as
defined therein or in the instrument under which the same is outstanding, permitting the holder or
holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and
such default shall have continued beyond the period of grace, if any, in respect thereof, and, in
the cases of subclauses (i) and (ii) of this clause (b), such default shall not have been cured or
waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the
Securities of any series shall have been declared due and payable pursuant to Section 8.1 and such
declaration shall not have been rescinded and annulled as provided in Section 8.2, then:




     (a) the holders of all Senior Indebtedness of the Company shall first be entitled to
receive payment of the full amount due thereon (including interest after the commencement of
any bankruptcy, insolvency, receivership or other proceedings at a rate specified in the
applicable Securities, whether or not such interest is an allowable claim in any such
proceeding), or provision shall be made for such payment in money or money’s worth, before
the Holders of any of the Securities are entitled to receive a payment on account of the
principal of, premium, if any, or interest on the indebtedness evidenced by the Securities,
including, without limitation, any payments made pursuant to Articles 4 and 5;




     (b) any payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities, to which any Holder or the Trustee would be
entitled except for the provisions of this Article, shall be paid or delivered by the Person
making such payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness of the
Company or their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness of the
Company may have been issued, ratably according to the aggregate amounts remaining unpaid on
account of such Senior Indebtedness of the Company held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness of the Company remaining
unpaid after giving effect to any concurrent payment or distribution (or provision therefor)
to the holders of such Senior Indebtedness



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of the Company, before any payment or distribution is made to the Holders of the
indebtedness evidenced by the Securities or to the Trustee under this Indenture; and




     (c) in the event that, notwithstanding the foregoing, any payment by, or distribution
of assets of, the Company of any kind or character, whether in cash, property or securities,
in respect of principal of, premium, if any, or interest on the Securities or in connection
with any repurchase by the Company of the Securities, shall be received by the Trustee or
any Holder before all Senior Indebtedness of the Company is paid in full (including interest
after the commencement of any bankruptcy, insolvency, receivership or other proceedings at a
rate specified in the applicable Securities, whether or not such interest is an allowable
claim in any such proceeding), or provision is made for such payment in money or money’s
worth, such payment or distribution in respect of principal of, premium, if any, or interest
on the Securities or in connection with any repurchase by the Company of the Securities
shall be paid over to the holders of such Senior Indebtedness of the Company or their
representative or representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any such Senior Indebtedness of the Company may have been
issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness of
the Company remaining unpaid until all such Senior Indebtedness of the Company shall have
been paid in full (including interest after the commencement of any bankruptcy, insolvency,
receivership or other proceedings at a rate specified in the applicable Securities, whether
or not such interest is an allowable claim in any such proceeding), after giving effect to
any concurrent payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness of the Company.



     Notwithstanding the foregoing, at any time after the 123rd day following the date of deposit
of cash or Eligible Obligations pursuant to Section 7.1 or 7.2 (provided all conditions set out in
such Section shall have been satisfied), the funds so deposited and any interest thereon will not
be subject to any rights of holders of Senior Indebtedness of the Company including, without
limitation, those arising under this Article 14; provided that no event described in clauses (e)
and (f) of Section 8.1 with respect to the Company has occurred during such 123-day period.



     For purposes of this Article only, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan or reorganization or readjustment which are
subordinate in right of payment to all Senior Indebtedness of the Company which may at the time be
outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article. The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company following the conveyance
or transfer of its property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article 11 hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 14.2 if such other
corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 11 hereof. Nothing in Section 14.1 or in this Section 14.2 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.



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Section 14.3 Disputes with Holders of Certain Senior Indebtedness of the Company.




     Any failure by the Company to make any payment on or perform any other obligation in respect
of Senior Indebtedness of the Company, other than any indebtedness incurred by the Company or
assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral,
renewal, extension or refunding thereof) or any other obligation as to which the provisions of this
Section shall have been waived by the Company in the instrument or instruments by which the Company
incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be
deemed a default under clause (b) of Section 14.2 if (i) the Company shall be disputing its
obligation to make such payment or perform such obligation and (ii) either (A) no final judgment
relating to such dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has become final by reason
of the expiration of the time within which a party may seek further appeal or review, or (B) in the
event that a judgment that is subject to further review or appeal has been issued, the Company
shall in good faith be prosecuting an appeal or other proceeding for review and a stay or execution
shall have been obtained pending such appeal or review.



Section 14.4 Subrogation.




     Senior Indebtedness of the Company shall not be deemed to have been paid in full unless the
holders thereof shall have received cash (or securities or other property satisfactory to such
holders) in full payment of such Senior Indebtedness of the Company then outstanding. Upon the
payment in full of all Senior Indebtedness of the Company (including interest after the
commencement of any bankruptcy, insolvency, receivership or other proceedings at a rate specified
in the applicable Securities, whether or not such interest is an allowable claim in any such
proceeding), the rights of the Holders of the Securities shall be subrogated to the rights of the
holders of Senior Indebtedness of the Company to receive any further payments or distributions of
cash, property or securities of the Company applicable to the holders of the Senior Indebtedness of
the Company until all amounts owing on the Securities shall be paid in full; and such payments or
distributions of cash, property or securities received by the Holders of the Securities, by reason
of such subrogation, which otherwise would be paid or distributed to the holders of such Senior
Indebtedness of the Company shall, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the Holders, be deemed to be a payment by the Company to or
on account of Senior Indebtedness of the Company, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand.



Section 14.5 Obligation of the Company Unconditional.




     Nothing contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than the holders of Senior
Indebtedness of the Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of, premium, if any, and interest on the
Securities as and when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of the Company other



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than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein
prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness of the Company in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.



     Upon any payment or distribution of assets or securities of the Company referred to in this
Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court
of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness of the Company and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon,
and all other facts pertinent thereto or to this Article.



     The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a representative of
such holder or a trustee under any indenture under which any instruments evidencing any such Senior
Indebtedness of the Company may have been issued) to establish that such notice has been given by a
holder of such Senior Indebtedness of the Company or such representative or trustee on behalf of
such holder. In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness of the Company
to participate in any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to the right of such
Person under this Article, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such Person to receive
such payment or distribution.



Section 14.6 Priority of Senior Indebtedness of the Company Upon Maturity.




     Upon the maturity of the principal of any Senior Indebtedness of the Company by lapse of time,
acceleration or otherwise, all matured principal of Senior Indebtedness of the Company and interest
and premium, if any, thereon shall first be paid in full before any payment of principal or
premium, if any, or interest, if any, is made upon the Securities or before any Securities can be
acquired by the Company or any sinking fund payment is made with respect to the Securities (except
that required sinking fund payments may be reduced by Securities acquired before such maturity of
such Senior Indebtedness of the Company).



Section 14.7 Trustee as Holder of Senior Indebtedness of the Company.




     The Trustee shall be entitled to all rights set forth in this Article with respect to any
Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder
of Senior Indebtedness of the Company. Nothing in this Article shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 9.7.



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Section 14.8 Notice to Trustee to Effectuate Subordination.




     Notwithstanding the provisions of this Article or any other provision of the Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of moneys to or by the Trustee unless and until the Trustee shall have
received written notice thereof from the Company, from a Holder or from a holder of any Senior
Indebtedness of the Company or from any representative or representatives of such holder or any
trustee or trustees under any indenture under which any instruments evidencing any such Senior
Indebtedness of the Company may have been issued and, prior to the receipt of any such written
notice, the Trustee shall be entitled, subject to Section 9.1, in all respects to assume that no
such facts exist; provided, however, that, if prior to the fifth Business Day preceding the date
upon which by the terms hereof any such moneys may become payable for any purpose, or in the event
of the execution of an instrument pursuant to Section 7.1 or 7.2 acknowledging that Securities or
portions thereof are deemed to have been paid for all purposes of this Indenture, acknowledging
that the entire indebtedness of the Company in respect thereof has been satisfied and discharged or
acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business
Day preceding the date of such execution, the Trustee shall not have received with respect to such
moneys the notice provided for in this Section, then, anything herein contained to the contrary
notwithstanding, the Trustee may, in its discretion, receive such moneys and/or apply the same to
the purpose for which they were received, and shall not be affected by any notice to the contrary,
which may be received by it on or after such date; provided, however, that no such application
shall affect the obligations under this Article of the persons receiving such moneys from the
Trustee.



Section 14.9 Modification, Extension, etc. of Senior Indebtedness of the Company.




     The holders of Senior Indebtedness of the Company may, without affecting in any manner the
subordination of the payment of the principal of and premium, if any, and interest, if any, on the
Securities, at any time or from time to time and in their absolute discretion, agree with the
Company to change the manner, place or terms of payment, change or extend the time of payment of,
or renew or alter, any Senior Indebtedness of the Company, or amend or supplement any instrument
pursuant to which any Senior Indebtedness of the Company is issued, or exercise or refrain from
exercising any other of their rights under the Senior Indebtedness of the Company including,
without limitation, the waiver of default thereunder, all without notice to or assent from the
Holders or the Trustee.



Section 14.10 Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the
Company.




     With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to
perform or to observe only such of its covenants and objectives as are specifically set forth in
this Indenture, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company,
and shall not be liable to any such holders if it shall mistakenly pay over or deliver to the
Holders or the Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article or otherwise.



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Section 14.11 Paying Agents Other Than the Trustee.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.7,
14.8 and 14.10 shall not apply to the Company if it acts as Paying Agent.



Section 14.12 Rights of Holders of Senior Indebtedness of the Company Not Impaired.




     No right of any present or future holder of Senior Indebtedness of the Company to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.



Section 14.13 Effect of Subordination Provisions; Termination.




     Notwithstanding anything contained herein to the contrary, other than as provided in the
immediately succeeding sentence, all the provisions of this Indenture shall be subject to the
provisions of this Article, so far as the same may be applicable thereto.



     Notwithstanding anything contained herein to the contrary, the provisions of this Article 14
shall be of no further effect, and the Securities shall no longer be subordinated in right of
payment to the prior payment of Senior Indebtedness of the Company, if the Company shall have
delivered to the Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article 12.



Section 14.14 Reliance on Judicial Order or Certificate of Liquidating Agent.




     Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article.



ARTICLE 15.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS




Section 15.1 Liability Solely Corporate.




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     No recourse shall be had for the payment of the principal of or premium, if any, or interest,
if any, on any Securities or for any claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or agreement under this
Indenture, against any incorporator, stockholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor of either of them (either directly or
through the Company, as the case may be, or a predecessor or successor of either of them), whether
by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture
and all the Securities are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past,
present or future, of the Company or of any predecessor or successor corporation, either directly
or indirectly through the Company or any predecessor or successor of either of them, because of the
indebtedness hereby authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be implied herefrom or
therefrom, and that any such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution of this Indenture and the
issuance of the Securities.



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



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



	 	 	 	 	 
	 	AMERICAN FINANCIAL GROUP, INC.

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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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