exv4w1



Table of Contents



     EXHIBIT 4.1


EXECUTION COPY



DELPHI CORPORATION


AND


BANK ONE TRUST COMPANY, N.A.


TRUSTEE


INDENTURE


DATED AS OF OCTOBER 28, 2003


SUBORDINATED DEBT SECURITIES


 








TABLE OF CONTENTS




									
	ARTICLE ONE DEFINITIONS
		SECTION 1.01. DEFINITIONS.
		SECTION 1.02. NOTICE TO SECURITYHOLDERS.
	ARTICLE TWO ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES
		SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.
		SECTION 2.02. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.
		SECTION 2.03. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF DEBT SECURITIES.
		SECTION 2.04. DENOMINATIONS; RECORD DATE.
		SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES.
		SECTION 2.06. TEMPORARY DEBT SECURITIES.
		SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES.
		SECTION 2.08. CANCELLATION.
		SECTION 2.09. COMPUTATION OF INTEREST.
		SECTION 2.10. DEBT SECURITIES IN GLOBAL FORM.
		SECTION 2.11. MEDIUM-TERM SECURITIES.
		SECTION 2.12. CUSIP NUMBERS.
	ARTICLE THREE REDEMPTION OF DEBT SECURITIES
		SECTION 3.01. APPLICABILITY OF ARTICLE.
		SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES.
		SECTION 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION.
	ARTICLE FOUR PARTICULAR COVENANTS OF THE CORPORATION
		SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.
		SECTION 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC.
		SECTION 4.03. PROVISIONS AS TO PAYING AGENT.
		SECTION 4.04. LUXEMBOURG PUBLICATIONS.
		SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT.
	ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE
		SECTION 5.01. SECURITYHOLDER LISTS.
		SECTION 5.02. PRESERVATION AND DISCLOSURE OF LISTS.
		SECTION 5.03. REPORTS BY THE CORPORATION.
		SECTION 5.04. REPORTS BY THE TRUSTEE.
	ARTICLE SIX REMEDIES ON DEFAULT
		SECTION 6.01. EVENTS OF DEFAULT.
		SECTION 6.02. PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR.
		SECTION 6.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE.
		SECTION 6.04. PROCEEDINGS BY SECURITYHOLDERS.
		SECTION 6.05. REMEDIES CUMULATIVE AND CONTINUING.
		SECTION 6.06. DIRECTION OF PROCEEDINGS.
		SECTION 6.07. NOTICE OF DEFAULTS.
		SECTION 6.08. UNDERTAKING TO PAY COSTS.
	ARTICLE SEVEN CONCERNING THE TRUSTEE
		SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.
		SECTION 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC.
		SECTION 7.03. NO RESPONSIBILITY FOR RECITALS, ETC.
		SECTION 7.04. OWNERSHIP OF DEBT SECURITIES OR COUPONS.
		SECTION 7.05. MONIES TO BE HELD IN TRUST.
		SECTION 7.06. COMPENSATION AND EXPENSES OF TRUSTEE.
		SECTION 7.07. OFFICERS’ CERTIFICATE AS EVIDENCE.
		SECTION 7.08. CONFLICTING INTEREST OF TRUSTEE.
		SECTION 7.09. ELIGIBILITY OF TRUSTEE.
		SECTION 7.10. RESIGNATION OR REMOVAL OF TRUSTEE.
		SECTION 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE.
		SECTION 7.12. SUCCESSOR BY MERGER, ETC.
		SECTION 7.13. LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR.
	ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS
		SECTION 8.01. ACTION BY SECURITYHOLDERS.
		SECTION 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS.
		SECTION 8.03. WHO ARE DEEMED ABSOLUTE OWNERS.
		SECTION 8.04. CORPORATION-OWNED DEBT SECURITIES DISREGARDED.
		SECTION 8.05. REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND.
		SECTION 8.06. SECURITIES IN A FOREIGN CURRENCY.
	ARTICLE NINE SECURITYHOLDERS’ MEETINGS
		SECTION 9.01. PURPOSES OF MEETINGS.
		SECTION 9.02. CALL OF MEETINGS BY TRUSTEE.
		SECTION 9.03. CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS.
		SECTION 9.04. QUALIFICATION FOR VOTING.
		SECTION 9.05. REGULATIONS.
		SECTION 9.06. VOTING.
	ARTICLE TEN SUPPLEMENTAL INDENTURES
		SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
		SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
		SECTION 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES.
		SECTION 10.04. NOTATION ON DEBT SECURITIES.
	ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE
		SECTION 11.01. CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.
		SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED.
		SECTION 11.03. CERTIFICATE TO TRUSTEE.
	ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES
		SECTION 12.01. DISCHARGE OF INDENTURE.
		SECTION 12.02. SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBT SECURITIES OF ANY SERIES.
		SECTION 12.03. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE.
		SECTION 12.04. PAYING AGENT TO REPAY MONIES HELD.
		SECTION 12.05. RETURN OF UNCLAIMED MONIES.
	ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
		SECTION 13.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS.
	ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS
		SECTION 14.01. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND SECURITYHOLDERS.
		SECTION 14.02. PROVISIONS BINDING ON CORPORATION’S SUCCESSORS.
		SECTION 14.03. ADDRESSES FOR NOTICES, ETC.
		SECTION 14.04. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.
		SECTION 14.05. LEGAL HOLIDAYS.
		SECTION 14.06. TRUST INDENTURE ACT TO CONTROL.
		SECTION 14.07. EXECUTION IN COUNTERPARTS.
		SECTION 14.08. NEW YORK CONTRACT.
		SECTION 14.09. JUDGMENT CURRENCY.
		SECTION 14.10. SEVERABILITY OF PROVISIONS.
		SECTION 14.11. CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES.
	ARTICLE FIFTEEN SINKING FUNDS
		SECTION 15.01. APPLICABILITY OF ARTICLE.
		SECTION 15.02. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.
		SECTION 15.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.
		ARTICLE SIXTEEN REPAYMENT AT THE OPTION OF HOLDERS
		SECTION 16.01. APPLICABILITY OF ARTICLE.
		SECTION 16.02. REPAYMENT OF DEBT SECURITIES.
		SECTION 16.03. EXERCISE OF OPTION; NOTICE.
		SECTION 16.04. ELECTION OF REPAYMENT BY REMARKETING ENTITIES.
		SECTION 16.05. DEBT SECURITIES PAYABLE ON THE REPAYMENT DATE.
	ARTICLE SEVENTEEN SUBORDINATION OF DEBT SECURITIES
		SECTION 17.01. DEBT SECURITIES SUBORDINATE TO SENIOR DEBT.
		SECTION 17.02. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR DEBT; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR DEBT.
		SECTION 17.03. PAYMENT PERMITTED IF NO DEFAULT.
		SECTION 17.04. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION.
		SECTION 17.05. TRUSTEE TO EFFECTUATE SUBORDINATION.
		SECTION 17.06. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT.
		SECTION 17.07. ARTICLE APPLICABLE TO PAYING AGENTS.
		SECTION 17.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE CORPORATION OR HOLDERS OF SENIOR DEBT.
		ARTICLE EIGHTEEN CONVERSION OF CONVERTIBLE SECURITIES
		SECTION 18.01. APPLICABILITY OF ARTICLE.
		SECTION 18.02. RIGHT TO CONVERT.
		SECTION 18.03. EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF COMMON STOCK ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS.
		SECTION 18.04. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES.
		SECTION 18.05. CONVERSION PRICE.
		SECTION 18.06. ADJUSTMENT TO CONVERSION PRICE.
		SECTION 18.07. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
		SECTION 18.08. TAXES ON SHARES ISSUED.
		SECTION 18.09. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK.
		SECTION 18.10. TRUSTEE NOT RESPONSIBLE.
		SECTION 18.11. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS.
		SECTION 18.12. COVENANT TO RESERVE SHARES.
	Underwriting Agreement
	Subordinated Indenture
	Certificate of Amendment
	Junior Subordinated Note
	Opinion of Shearman & Sterling LLP
	Statement of Eligibility on Form T
	Statement of Eligibility on Form T








Table of Contents






TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	PAGE
	 	 	 	

	ARTICLE ONE DEFINITIONS
	 	 	1	 
	 	SECTION 1.01. DEFINITIONS
	 	 	1	 
	 	SECTION 1.02. NOTICE TO SECURITYHOLDERS
	 	 	9	 
	ARTICLE TWO ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES
	 	 	9	 
	 	SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	9	 
	 	SECTION 2.02. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	12	 
	 	SECTION 2.03. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF DEBT SECURITIES
	 	 	12	 
	 	SECTION 2.04. DENOMINATIONS; RECORD DATE
	 	 	14	 
	 	SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES
	 	 	15	 
	 	SECTION 2.06. TEMPORARY DEBT SECURITIES
	 	 	16	 
	 	SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES
	 	 	17	 
	 	SECTION 2.08. CANCELLATION
	 	 	18	 
	 	SECTION 2.09. COMPUTATION OF INTEREST
	 	 	18	 
	 	SECTION 2.10. DEBT SECURITIES IN GLOBAL FORM
	 	 	18	 
	 	SECTION 2.11. MEDIUM-TERM SECURITIES
	 	 	20	 
	 	SECTION 2.12. CUSIP NUMBERS
	 	 	20	 
	ARTICLE THREE REDEMPTION OF DEBT SECURITIES
	 	 	21	 
	 	SECTION 3.01. APPLICABILITY OF ARTICLE
	 	 	21	 
	 	SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES
	 	 	21	 
	 	SECTION 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION
	 	 	22	 
	ARTICLE FOUR PARTICULAR COVENANTS OF THE CORPORATION
	 	 	23	 
	 	SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL AMOUNTS
	 	 	23	 
	 	SECTION 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC
	 	 	23	 
	 	SECTION 4.03. PROVISIONS AS TO PAYING AGENT
	 	 	24	 
	 	SECTION 4.04. LUXEMBOURG PUBLICATIONS
	 	 	25	 
	 	SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT
	 	 	25	 





 







Table of Contents



	 	 	 	 	 	 
	ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE
	 	 	25	 
	 	SECTION 5.01. SECURITYHOLDER LISTS
	 	 	25	 
	 	SECTION 5.02. PRESERVATION AND DISCLOSURE OF LISTS
	 	 	26	 
	 	SECTION 5.03. REPORTS BY THE CORPORATION
	 	 	27	 
	 	SECTION 5.04. REPORTS BY THE TRUSTEE
	 	 	28	 
	ARTICLE SIX REMEDIES ON DEFAULT
	 	 	28	 
	 	SECTION 6.01. EVENTS OF DEFAULT
	 	 	28	 
	 	SECTION 6.02. PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR
	 	 	30	 
	 	SECTION 6.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE
	 	 	32	 
	 	SECTION 6.04. PROCEEDINGS BY SECURITYHOLDERS
	 	 	33	 
	 	SECTION 6.05. REMEDIES CUMULATIVE AND CONTINUING
	 	 	34	 
	 	SECTION 6.06. DIRECTION OF PROCEEDINGS
	 	 	34	 
	 	SECTION 6.07. NOTICE OF DEFAULTS
	 	 	35	 
	 	SECTION 6.08. UNDERTAKING TO PAY COSTS
	 	 	35	 
	ARTICLE SEVEN CONCERNING THE TRUSTEE
	 	 	35	 
	 	SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE
	 	 	35	 
	 	SECTION 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC
	 	 	36	 
	 	SECTION 7.03. NO RESPONSIBILITY FOR RECITALS, ETC
	 	 	37	 
	 	SECTION 7.04. OWNERSHIP OF DEBT SECURITIES OR COUPONS
	 	 	38	 
	 	SECTION 7.05. MONIES TO BE HELD IN TRUST
	 	 	38	 
	 	SECTION 7.06. COMPENSATION AND EXPENSES OF TRUSTEE
	 	 	38	 
	 	SECTION 7.07. OFFICERS’ CERTIFICATE AS EVIDENCE
	 	 	38	 
	 	SECTION 7.08. CONFLICTING INTEREST OF TRUSTEE
	 	 	39	 
	 	SECTION 7.09. ELIGIBILITY OF TRUSTEE
	 	 	39	 
	 	SECTION 7.10. RESIGNATION OR REMOVAL OF TRUSTEE
	 	 	39	 
	 	SECTION 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE
	 	 	40	 
	 	SECTION 7.12. SUCCESSOR BY MERGER, ETC
	 	 	41	 
	 	SECTION 7.13. LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR
	 	 	42	 
	ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS
	 	 	42	 
	 	SECTION 8.01. ACTION BY SECURITYHOLDERS
	 	 	42	 
	 	SECTION 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS
	 	 	42	 
	 	SECTION 8.03. WHO ARE DEEMED ABSOLUTE OWNERS
	 	 	43	 





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	 	SECTION 8.04. CORPORATION-OWNED DEBT SECURITIES DISREGARDED
	 	 	43	 
	 	SECTION 8.05. REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND
	 	 	44	 
	 	SECTION 8.06. SECURITIES IN A FOREIGN CURRENCY
	 	 	44	 
	ARTICLE NINE SECURITYHOLDERS’ MEETINGS
	 	 	45	 
	 	SECTION 9.01. PURPOSES OF MEETINGS
	 	 	45	 
	 	SECTION 9.02. CALL OF MEETINGS BY TRUSTEE
	 	 	45	 
	 	SECTION 9.03. CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS
	 	 	46	 
	 	SECTION 9.04. QUALIFICATION FOR VOTING
	 	 	46	 
	 	SECTION 9.05. REGULATIONS
	 	 	46	 
	 	SECTION 9.06. VOTING
	 	 	47	 
	ARTICLE TEN SUPPLEMENTAL INDENTURES
	 	 	47	 
	 	SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS
	 	 	47	 
	 	SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS
	 	 	49	 
	 	SECTION 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	50	 
	 	SECTION 10.04. NOTATION ON DEBT SECURITIES
	 	 	50	 
	ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 	50	 
	 	SECTION 11.01. CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS
	 	 	50	 
	 	SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED
	 	 	51	 
	 	SECTION 11.03. CERTIFICATE TO TRUSTEE
	 	 	51	 
	ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES
	 	 	51	 
	 	SECTION 12.01. DISCHARGE OF INDENTURE
	 	 	51	 
	 	SECTION 12.02. SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBT SECURITIES OF ANY SERIES
	 	 	52	 
	 	SECTION 12.03. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE
	 	 	53	 
	 	SECTION 12.04. PAYING AGENT TO REPAY MONIES HELD
	 	 	54	 
	 	SECTION 12.05. RETURN OF UNCLAIMED MONIES
	 	 	54	 





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	ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	54	 
	 	SECTION 13.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS
	 	 	54	 
	ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS
	 	 	55	 
	 	SECTION 14.01. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND SECURITYHOLDERS
	 	 	55	 
	 	SECTION 14.02. PROVISIONS BINDING ON CORPORATION’S SUCCESSORS
	 	 	55	 
	 	SECTION 14.03. ADDRESSES FOR NOTICES, ETC
	 	 	55	 
	 	SECTION 14.04. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT
	 	 	55	 
	 	SECTION 14.05. LEGAL HOLIDAYS
	 	 	56	 
	 	SECTION 14.06. TRUST INDENTURE ACT TO CONTROL
	 	 	56	 
	 	SECTION 14.07. EXECUTION IN COUNTERPARTS
	 	 	56	 
	 	SECTION 14.08. NEW YORK CONTRACT
	 	 	56	 
	 	SECTION 14.09. JUDGMENT CURRENCY
	 	 	56	 
	 	SECTION 14.10. SEVERABILITY OF PROVISIONS
	 	 	57	 
	 	SECTION 14.11. CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES
	 	 	57	 
	ARTICLE FIFTEEN SINKING FUNDS
	 	 	57	 
	 	SECTION 15.01. APPLICABILITY OF ARTICLE
	 	 	57	 
	 	SECTION 15.02. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES
	 	 	57	 
	 	SECTION 15.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND
	 	 	58	 
	ARTICLE SIXTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 	58	 
	 	SECTION 16.01. APPLICABILITY OF ARTICLE
	 	 	58	 
	 	SECTION 16.02. REPAYMENT OF DEBT SECURITIES
	 	 	58	 
	 	SECTION 16.03. EXERCISE OF OPTION; NOTICE
	 	 	58	 
	 	SECTION 16.04. ELECTION OF REPAYMENT BY REMARKETING ENTITIES
	 	 	60	 
	 	SECTION 16.05. DEBT SECURITIES PAYABLE ON THE REPAYMENT DATE
	 	 	60	 





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	ARTICLE SEVENTEEN SUBORDINATION OF DEBT SECURITIES
	 	 	60	 
	 	SECTION 17.01. DEBT SECURITIES SUBORDINATE TO SENIOR DEBT
	 	 	60	 
	 	SECTION 17.02. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING
AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR DEBT; TRUSTEE
NOT FIDUCIARY TO HOLDERS OF SENIOR DEBT
	 	 	62	 
	 	SECTION 17.03. PAYMENT PERMITTED IF NO DEFAULT
	 	 	63	 
	 	SECTION 17.04. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION
	 	 	63	 
	 	SECTION 17.05. TRUSTEE TO EFFECTUATE SUBORDINATION
	 	 	64	 
	 	SECTION 17.06. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT
	 	 	64	 
	 	SECTION 17.07. ARTICLE APPLICABLE TO PAYING AGENTS
	 	 	64	 
	 	SECTION 17.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE CORPORATION OR
HOLDERS OF SENIOR DEBT
	 	 	64	 
	ARTICLE EIGHTEEN CONVERSION OF CONVERTIBLE SECURITIES
	 	 	65	 
	 	SECTION 18.01. APPLICABILITY OF ARTICLE
	 	 	65	 
	 	SECTION 18.02. RIGHT TO CONVERT
	 	 	65	 
	 	SECTION 18.03. EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF COMMON STOCK ON CONVERSION; NO
ADJUSTMENT FOR INTEREST OR DIVIDENDS
	 	 	65	 
	 	SECTION 18.04. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES
	 	 	67	 
	 	SECTION 18.05. CONVERSION PRICE
	 	 	67	 
	 	SECTION 18.06. ADJUSTMENT TO CONVERSION PRICE
	 	 	67	 
	 	SECTION 18.07. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
	 	 	70	 
	 	SECTION 18.08. TAXES ON SHARES ISSUED
	 	 	71	 
	 	SECTION 18.09. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF
COMMON STOCK
	 	 	71	 
	 	SECTION 18.10. TRUSTEE NOT RESPONSIBLE
	 	 	71	 
	 	SECTION 18.11. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS
	 	 	72	 
	 	SECTION 18.12. COVENANT TO RESERVE SHARES
	 	 	72	 





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     The following is a comparison of provisions of Trust Indenture Act of 1939
with Indenture dated as of October 28, 2003, between DELPHI CORPORATION and
BANK ONE TRUST COMPANY, N. A. as Trustee;



	 	 	 	 	 
	SECTION OF ACT	 	SECTION OF INDENTURE
	
	 	

	310(a)(1), (2)and (5)
	 	 	7.09	 
	310(a)(3) and (4)	 	Not applicable
	310(b)
	 	 	7.08	 
	310(c)	 	Not applicable
	311(a) and (b)
	 	 	7.13	 
	311(c)	 	Not applicable
	312(a)	 	5.01 and 5.02(a)
	312(b) and (c)	 	5.02(b) and (c)
	313(a) and (b)
	 	 	5.04	(a)
	313(c)
	 	 	5.04	(a)
	313(d)
	 	 	5.04	(b)
	314(a)
	 	 	5.03	 
	314(b)	 	Not applicable
	314(c)(1) and (2)
	 	 	14.04	 
	314(c)(3)	 	Not applicable
	314(d)	 	Not applicable
	314(e)
	 	 	14.04	 
	315(a), (c) and (d)
	 	 	7.01	 
	315(b)
	 	 	6.07	 
	315(e)
	 	 	6.08	 
	316(a)(1)
	 	 	6.06	 
	316(a)(2)	 	Omitted
	316(a) last sentence
	 	 	8.04	 
	316(b)
	 	 	6.04	 
	316(c)
	 	 	9.02	 
	317(a)
	 	 	6.02	 
	317(b)
	 	 	4.03	 
	318(a)
	 	 	14.06	 





This tie-sheet is not part of the Indenture as executed.


 







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     THIS INDENTURE, dated as of the 28th day of October, 2003 between DELPHI
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter sometimes called the “Corporation”), party of
the first part, and BANK ONE TRUST COMPANY, N. A., a banking association duly
incorporated and existing under the laws of the United States of America, as
trustee hereunder (hereinafter sometimes called the “Trustee,” which term shall
include any successor trustee appointed pursuant to Article Seven).


WITNESSETH:


     WHEREAS, the Corporation deems it necessary or appropriate to issue from
time to time for its lawful purposes securities (hereinafter called the “Debt
Securities” or, in the singular, “Debt Security”) evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Debt Securities in one or more
series, unlimited as to principal amount, to bear such rates of interest, to
mature at such time or times and to have such other provisions as shall be
established as hereinafter provided; and


     WHEREAS, the Corporation represents that all acts by it necessary to
constitute a valid indenture and agreement according to its terms have been
done and performed, and the execution of this Indenture has in all respects
been duly authorized by the Corporation, and the Corporation, in the exercise
of legal rights and power in it vested, is executing this Indenture;


     NOW, THEREFOR: In order to declare the terms and conditions upon which the
Debt Securities are authenticated, issued and received, and in consideration of
the premises, of the purchase and acceptance of the Debt Securities by the
Holders thereof and of the sum of one dollar to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby acknowledged,
the Corporation covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective Holders from time to time of the Debt
Securities, as follows:








ARTICLE ONE


DEFINITIONS








SECTION 1.01. DEFINITIONS. The terms defined in this Section (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939 or which
are by reference therein defined in the Securities Act of 1933, as amended,
shall have the meanings (except as herein otherwise expressly provided or
unless the context otherwise clearly requires) assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed. The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole, including
the Exhibits to this instrument, and not to any particular Article, Section or
other subdivision. Certain terms used wholly or principally within an Article
of this Indenture may be defined in that Article.


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ADDITIONAL AMOUNTS:


     The term “Additional Amounts” shall mean any additional amounts which are
required by a Debt Security or by or pursuant to a Board Resolution under
circumstances specified therein, to be paid by the Corporation in respect of
certain taxes, assessments or governmental charges imposed on certain Holders
of Debt Securities and which are owing to such Holders of Debt Securities.


AFFILIATE:


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


AUTHORIZED NEWSPAPER:


     The term “Authorized Newspaper” shall mean a newspaper in an official
language of the country of publication of general circulation in the place in
connection with which the term is used. If it shall be impracticable in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof which
is made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.


BOARD OF DIRECTORS:


     The term “Board of Directors” shall mean the Board of Directors of the
Corporation or the Executive Committee or Finance Committee of the Corporation
or any committee established by the Board of Directors.


BOARD RESOLUTION:


     The term “Board Resolution” shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Corporation or in lieu thereof by a
Treasurer or Assistant Treasurer to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.


BUSINESS DAY:


     The term “Business Day” shall mean, with respect to any Debt Security, a
day (other than a Saturday or Sunday) that in the city (or in any of the
cities, if more than one) in which amounts are payable as specified on the face
of the form of such Debt Security, is neither a legal holiday nor a day on
which banking institutions are authorized or required by law, regulation or
executive order to close.


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CLEARSTREAM:


     The term “Clearstream” means Clearstream Banking, Luxemborg, societe
anonyme.


CLOSING PRICE:


     The term “Closing Price” has the meaning specified in Section 18.06(d).


COMMISSION:


     The term “Commission” means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.


COMMON STOCK:


     The term “Common Stock” means when used with reference to the capital
stock of the Corporation, the class of stock which, at the date of execution of
this Indenture, is designated as common stock of the Corporation and stock of
any class or classes into which such common stock or any such other class may
thereafter be changed or reclassified.


CONVERSION PRICE:


     The term “Conversion Price” has the meaning specified in Section 18.05.


CONVERTIBLE SECURITIES:


     The term “Convertible Securities” means any series of Debt Securities that
are designated as such pursuant to Section 2.01.


CORPORATE TRUST OFFICE:


     The term “Corporate Trust Office” means the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 1111 Polaris
Parkway, Mail Suite OH1-0181, Columbus, Ohio 43240, except that, with respect
to presentation of Debt Securities for payment or registration of transfers and
exchanges and the location of the Security Registrar, such term means the
office or agency of the Trustee located at 55 Water Street, 1st Floor,
Jeannette Park Entrance, New York, New York 10041.


CORPORATION:


     The term “Corporation” shall mean the person named as the “Corporation” in
the first paragraph of this instrument until a successor corporation shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Corporation” shall mean such successor corporation.


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CORPORATION ORDER:


     The term “Corporation Order” shall mean any request, order or confirmation
to the Trustee signed by any one of the following: the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, the President or any Vice
President, the Treasurer or any Assistant Treasurer, or the Secretary or any
Assistant Secretary of the Corporation.


COUPON:


     The term “Coupon” shall mean any interest coupon appertaining to a Debt
Security.


COUPON SECURITY:


     The term “Coupon Security” shall mean any Debt Security authenticated and
delivered with one or more Coupons appertaining thereto.


CURRENCY:


     The term “Currency” means dollars or foreign currency.


DEBT SECURITIES:


     The term “Debt Securities” shall have the meaning stated in the first
recital of this Indenture and more particularly means any Debt Securities
authenticated and delivered under this Indenture.


DEPOSITORY:


     The term “Depository” shall mean, with respect to the Debt Securities of
any series issuable or issued in whole or in part in the form of one or more
Global Securities, the Person designated as Depository by the Corporation
pursuant to Section 2.01 until a successor Depository shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
“Depository” shall mean or include each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, “Depository”
as used with respect to the Debt Securities of any such series shall mean the
Depository with respect to the Debt Securities of that series.


EVENT OF DEFAULT:


     The term “Event of Default” shall mean any event specified as such in
Section 6.01.


GLOBAL SECURITY:


     The term “Global Security” shall mean a Registered Security or an
Unregistered Security evidencing all or part of a series of Debt Securities
issued to the Depository for such series in accordance with Section 2.03.


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HOLDER:


     The terms “Holder,” “Holder of Debt Securities,” “Securityholder” or other
similar terms, shall mean (a) in the case of any Registered Security, the
person in whose name at the time such Debt Security is registered on the
registration books kept for that purpose in accordance with the terms hereof,
and (b) in the case of any Unregistered Security, the bearer of such Debt
Security.


INDENTURE:


     The term “Indenture” shall mean this instrument as originally executed or
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.


INTEREST PAYMENT DATE:


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


ISSUE DATE:


     The term “Issue Date” shall mean, with respect to any Debt Security,
whether evidenced by a Registered Security or an Unregistered Security, the
date such Debt Security is authenticated pursuant to Section 2.03.


MATURITY DATE:


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


OFFICERS’ CERTIFICATE:


     The term “Officers’ Certificate” shall mean a certificate signed on behalf
of the Corporation (and without personal liability), and complying with Section
14.04, by any two of the Chairman of the Board of Directors, Vice Chairman of
the Board of Directors, the President or any Vice President, the Treasurer or
any Assistant Treasurer, or the Secretary or any Assistant Secretary of the
Corporation.


OPINION OF COUNSEL:


     The term “Opinion of Counsel” shall mean an opinion in writing, complying
with Section 14.04, signed by legal counsel who may be an employee of or
counsel to the Corporation or who may be other counsel acceptable to the
Trustee.


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ORIGINAL ISSUE DISCOUNT SECURITIES:


     The term “Original Issue Discount Securities” shall mean any Debt
Securities that are initially sold at a discount from the principal amount
thereof and that provide upon an Event of Default for declaration of an amount
less than the principal amount thereof to be due and payable upon acceleration
thereof.


OUTSTANDING:


     The term “outstanding” when used with reference to Debt Securities, shall,
subject to the provisions of Section 8.01, Section 8.04 and Section 8.06, mean,
as of any particular time, all Debt Securities authenticated and delivered by
the Trustee under this Indenture, except


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


                 (b) Debt Securities, or portions thereof, for the payment or redemption of
which monies in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Corporation) or shall have
been set aside and segregated in trust by the Corporation (if the Corporation
shall act as its own Paying Agent), provided, that if such Debt Securities are
to be redeemed prior to the maturity thereof, notice of such redemption shall
have been given as provided in Article Three, or provisions satisfactory to the
Trustee shall have been made for giving such notice; and


                 (c) Debt Securities in lieu of and in substitution for which other Debt
Securities shall have been authenticated and delivered pursuant to the terms of
Article Two, unless proof satisfactory to the Trustee is presented that any
such Debt Securities are held by bona fide Holders in due course.


PAYING AGENT:


     The term “Paying Agent” shall mean initially Bank One Trust Company, N.A.
and, subsequently, any other paying agent appointed by the Corporation from
time to time in respect of the Debt Securities.


PERSON:


     The term “person” shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company
trust or other entity, unincorporated organization or government or any agency
or political subdivision thereof.


PLACE OF PAYMENT:


     The term “Place of Payment,” when used with respect to the Debt Securities
of any series, means the place or places where the principal of (and premium,
if any) and interest, if any, (and Additional Amounts, if any) on the Debt
Securities of that series are payable.


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REDEMPTION DATE:


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


REDEMPTION PRICE:


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


REGISTERED SECURITY:


     The term “Registered Security” shall mean any Debt Security registered on
the Security registration books of the Corporation.


REGULAR RECORD DATE:


     The term “Regular Record Date” for the interest payable on any Interest
Payment Date on the Debt Securities of any series means the date specified for
that purpose as contemplated by Sections 2.01 and 2.04.


REMARKETING ENTITY:


     The term “Remarketing Entity”, when used with respect to Debt Securities
of any series that are repayable at the option of the Holders thereof before
their Stated Maturity, means any person designated by the Corporation to
purchase any such Debt Securities.


REPAYMENT DATE:


     The term “Repayment Date”, when used with respect to any Debt Security to
be repaid upon exercise of option for repayment by the Holder, means the date
fixed for such repayment pursuant to this Indenture.


REPAYMENT PRICE:


     The term “Repayment Price”, when used with respect to any Debt Security to
be repaid upon exercise of option for repayment by the Holder, means the price
at which it is to be repaid pursuant to this Indenture.


RESPONSIBLE OFFICER:


     The term “responsible officer” when used with respect to the Trustee shall
mean any officer assigned by the Trustee to administer its corporate trust
matters.


RIGHTS:


     The term “Rights” has the meaning specified in Section 18.06(c).


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SECURITY REGISTER AND SECURITY REGISTRAR:


     The term “Security Register” and “Security Registrar” shall have the
respective meanings specified in Section 2.05.


SENIOR DEBT:


     The term “Senior Debt” means any obligation of the Corporation to its
creditors whether now outstanding or subsequently incurred other than (i) any
obligation as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligation
ranks equal or subordinate to the Debt Securities, (ii) obligations evidenced
by the Debt Securities, and (iii) obligations that are expressly stated in the
terms of the Debt Securities (or in this Indenture, any indenture supplement,
or any Officers’ Certificate delivered under Section 2.01 hereof with respect
to such Debt Securities) not to be Senior Debt.


SIGNIFICANT SUBSIDIARY:


     The term “Significant Subsidiary” shall mean any Subsidiary of the
Corporation that, at any time, has at least 5% of the consolidated revenues of
the Corporation and its Subsidiaries at such time as reflected in the most
recent annual audited consolidated financial Statements of the Corporation.


STATED MATURITY:


     The term “Stated Maturity” when used with respect to any Debt Security or
any installment of interest thereon, means the date specified in such Debt
Security or a Coupon representing such installment of interest as the fixed
date on which the principal of such Debt Security or, with respect to a Coupon,
on which such installment of interest is due and payable.


SUBSIDIARY:


     The term “Subsidiary” shall mean any corporation or other entity of which
at least a majority of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors or other governing body of such corporation or other entity
(irrespective of whether or not at the time stock or other beneficial interests
of another class or classes of such corporation or other entity shall have or
might have voting power by reason of the happening of any contingency) is at
the time owned by the Corporation, or by one or more Subsidiaries, or by the
Corporation and one or more Subsidiaries.


TRUST INDENTURE ACT OF 1939:


     The term “Trust Indenture Act of 1939” shall mean the Trust Indenture Act
of 1939, as amended.


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UNITED STATES:


     The term “United States” shall mean the United States of America
(including the states thereof and the District of Columbia) and its possessions
(including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands).


UNREGISTERED SECURITY:


     The term “Unregistered Security” shall mean any Debt Security other than a
Registered Security.



U.S. DOLLAR:



     The term “U.S. 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.








SECTION 1.02. NOTICE TO SECURITYHOLDERS. Except as otherwise expressly
provided herein, where this Indenture provides for notice to Holders of Debt
Securities of any event, such notice shall be sufficiently given if in writing
and mailed, first class, postage prepaid, to each Holder at such Holder’s
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for such notice.


     Neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Holder of a Debt Security shall affect the sufficiency
of such notice with respect to other Holders of Debt Securities.


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


     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Debt Securities 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.








ARTICLE TWO


ISSUE, EXECUTION, REGISTRATION AND

EXCHANGE OF DEBT SECURITIES








SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount
of Debt Securities that may be authenticated and delivered under this Indenture is
unlimited.


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     The Debt Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Debt Securities of any series:


                 (1) the designation of the Debt Securities of the series (which shall
distinguish the Debt Securities of the series from all other Debt Securities);


                 (2) any limit upon the aggregate principal amount of the Debt Securities
of the series which may be authenticated and delivered under this Indenture
(except for Debt Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Debt Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.02, 10.04, 16.03, or 18.03);


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


                 (4) the rate or rates, which may be fixed or variable, at which the Debt
Securities of the series shall bear interest, if any, and if the rate or rates
are variable, the manner of calculation thereof, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable and, in the case of Registered Securities, the Regular Record
Date for the determination of Holders of such Debt Securities to whom interest
is payable on any Interest Payment Date;


                 (5) the Place of Payment (in addition to such place or places specified in
this Indenture);


                 (6) the right, if any, of the Corporation to redeem Debt Securities of the
Series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Debt Securities of the series may be redeemed pursuant to any sinking fund or
otherwise;


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


                 (8) if other than U.S. Dollars, the currency or currencies, including
Euros, in which the Debt Securities of the series shall be denominated and in
which payments of principal of (premium, if any), interest, if any, and
Additional Amounts, if any, payable with respect to such Debt Securities shall
or may be payable; the manner in which such currency or currencies will be
determined; and if the principal of (and premium, if any), interest, if any,
and Additional Amounts, if any, on the Debt Securities of such series are to be
payable, at the election of the Corporation or a Holder thereof, in a currency
or currencies, other than that or those in which the Debt Securities are stated
to be payable, the currency or currencies in which
payment of the principal of (and premium, if any), interest, if any, and
Additional Amounts, if


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any, on Debt Securities of such series as to which such
election is made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made;


                 (9) if the amount of principal of and interest on the Debt Securities of
the series may be determined with reference to an index based on a currency or
currencies other than that in which the Debt Securities of the series are
denominated, the manner in which such amounts shall be determined;


                 (10) the denominations in which Debt Securities of the series shall be
issuable, if other than U.S. $1,000 or integral multiples thereof, with respect
to Registered Securities, and denominations of U.S. $1,000 and U.S. $5,000 for
Unregistered Securities;


                 (11) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof or which the Trustee shall
be entitled to claim pursuant to Section 6.02;


                 (12) whether the Debt Securities of the series will be issuable as
Registered Securities or Unregistered Securities (with or without Coupons), or
both, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities and, if other than as provided for in Section 2.05, the
terms upon which Unregistered Securities of the series may be exchanged for
Registered Securities of such series and vice versa; and whether the Debt
Securities of the series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the Depository for such Global
Security or Debt Securities and whether any Global Securities of the series are
to be issuable initially in temporary form and whether any Global Securities of
the series are to be issuable in definitive form with or without Coupons and,
if so, whether beneficial owners of interests in any such definitive Global
Security may exchange such interests for Debt Securities of such series and of
like tenor of any authorized form and denomination, and the circumstances under
which and the place or places where any such exchanges may occur, if other than
in the manner provided in Section 2.05;


                 (13) whether and under what circumstances the Corporation will pay
Additional Amounts on the Debt Securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Corporation will have the option to redeem such Debt Securities rather than pay
such Additional Amounts;


                 (14) the provisions, if any, for the defeasance of the Debt Securities of
the series;


                 (15) if the Debt Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Debt Security of such series) only upon receipt of certain certificates or
other documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;


                 (16) except as otherwise provided herein, any trustees, depositories,
authenticating or paying agents, transfer agents, registrars or any other
agents with respect to the Debt Securities of such series;


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                 (17) the percentage of their principal amount at which the Debt Securities
will be issued;


                 (18) any securities exchanges on which the Debt Securities will be listed;


                 (19) whether the Debt Securities of the series are Convertible Securities
and the terms related thereto including the Conversion Price and the date on
which the right to convert expires; and


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


     All Debt Securities of any one series shall be substantially identical
except (i) as to denomination, (ii) that Debt Securities of any series may be
issuable as either Registered Securities or Unregistered Securities and (iii)
as may otherwise be provided in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental
hereto.


     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Corporation or in
lieu thereof by a Treasurer or Assistant Treasurer and delivered to the Trustee
at the same time as or prior to the delivery of the Officers’ Certificate
setting forth the terms of the series.








SECTION 2.02. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s
certificate of authentication shall be in the following form:


{FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION}


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



	 	 	 	 	 
	 	 	Bank One Trust Company, N.A.,
	 	 	as Trustee,
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory











SECTION 2.03. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF DEBT
SECURITIES. The Debt Securities of each series and the Coupons, if any, to be
attached thereto, shall be in the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Corporation may deem appropriate and as
are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any


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law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which the Debt Securities may be
listed, or to conform to usage.


     Each Debt Security and Coupon shall be executed on behalf of the
Corporation by its Chairman of the Board of Directors or the President or any
Vice Chairman or Vice President or its Treasurer and the Secretary or any
Assistant Secretary, or, if the other signatory is other than the Treasurer,
any assistant Treasurer, under its Corporate seal. Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Corporation may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.


     Each Debt Security and Coupon bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Corporation
shall bind the Corporation, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Debt Security, or the Debt Security to which such Coupon appertains.
At any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Debt Securities of any series executed
by the Corporation and, in the case of Coupon Securities, having attached
thereto appropriate Coupons, to the Trustee for authentication, together with a
Corporation Order for the authentication and delivery of such Debt Securities,
and the Trustee in accordance with such Corporation Order shall authenticate
and deliver such Debt Securities. If the form or terms of the Debt Securities
or Coupons of the series have been established in or pursuant to one or more
Board Resolutions as permitted by this Section and Section 2.01, in
authenticating such Debt Securities and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:


                 (a) if the form of such Debt Securities or Coupons has been established by
or pursuant to Board Resolution as permitted by Section 2.01, that such form
has been established in conformity with the provisions of this Indenture;


                 (b) if the terms of such Debt Securities have been established by or
pursuant to Board Resolution as Permitted by Section 2.01, that such terms have
seen established in conformity with the provisions of this Indenture; and


                 (c) that each such Debt Security and Coupon, when authenticated and
delivered by the Trustee and issued by the Corporation in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Corporation, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general
equity principles, whether applied in a proceeding at law or in equity.


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


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     Every Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in or pursuant to the
Board Resolution or supplemental indenture referred to in Section 2.01 or, if
no such terms are specified, the date of its original issuance.


     No Debt Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence, that
such Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Debt Security shall have been duly authenticated and delivered hereunder
but never issued and sold by the Corporation, and the Corporation shall deliver
such Debt Security to the Trustee for cancellation as provided in Section 2.08
together with a written statement (which need not comply with Section 14.04 and
need not be accompanied by an Opinion of Counsel) stating that such Debt
Security has never been issued and sold by the Corporation, for all purposes of
this Indenture such Debt Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


     If the Corporation shall establish pursuant to Section 2.01 that the Debt
Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Corporation shall execute and the Trustee shall in
accordance with this Section and the Corporation Order with respect to such
series authenticate and deliver the Global Security that (i) shall represent
and shall be denominated in an aggregate amount equal to the aggregate
principal amount of outstanding Debt Securities of such series to be
represented by the Global Security, (ii) shall be registered, if in registered
form, in the name of the Depository for such Global Security or the nominee of
such Depository, and (iii) shall be delivered by the Trustee to such Depository
or pursuant to such Depository’s instructions and (iv) shall bear a legend
substantially to the following effect: “Except as otherwise provided in Section
2.03 of the Indenture, this Security may be transferred, in whole but not in
part, only to another nominee of the Depository or to a successor Depository or
to a nominee of such successor Depository” and such other legend or legends as
may be required by the Depositary.








SECTION 2.04. DENOMINATIONS; RECORD DATE. The Debt Securities shall be
issuable as Registered Securities or Unregistered Securities in such
denominations as may be specified as contemplated in Section 2.01. In the
absence of any such specification with respect to any series, such Debt
Securities, other than Global Securities, shall be issuable in the denomination
contemplated by Section 2.01.


     The term “record date” as used with respect to an Interest Payment Date
(except a date for payment of defaulted interest) shall mean such day or days
as shall be specified in the terms of the Registered Securities of any
particular series as contemplated by Section 2.01; provided, however, that in
the absence of any such provisions with respect to any series, such term shall
mean (1) the last day of the calendar month next preceding such Interest
Payment Date if such Interest Payment Date is the fifteenth day of a calendar
month; or (2) the fifteenth day of a calendar month next preceding such
Interest Payment Date if such Interest Payment Date is the first day of the
calendar month.


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     The person in whose name any Registered Security is registered at the
close of business on the Regular Record Date with respect to an Interest
Payment Date shall be entitled to receive the interest payable and Additional
Amounts, if any, payable on such Interest Payment Date notwithstanding the
cancellation of such Registered Security upon any transfer or exchange thereof
subsequent to such Regular Record Date and prior to such Interest Payment Date;
provided, however, that if and to the extent the Corporation shall default in
the payment of the interest and Additional Amounts, if any, due on such
Interest Payment Date, such defaulted interest and Additional Amounts, if any,
shall be paid to the persons in whose names outstanding Registered Securities
are registered on a subsequent record date established by notice given by mail
by or on behalf of the Corporation to the Holders of Debt Securities of the
series in default not less than fifteen days preceding such subsequent record
date, such record date to be not less than five days preceding the date of
payment of such defaulted interest.








SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES.
Registered Securities of any series, except for Global Securities, may be
exchanged for a like aggregate principal amount of Registered Securities of
other authorized denominations of such series. Registered Securities to be
exchanged shall be surrendered at the office or agency to be designated and
maintained by the Corporation for such purpose in the Borough of Manhattan, The
City of New York, in accordance with the provisions of Section 4.02, and the
Corporation shall execute and register and the Trustee shall authenticate and
deliver in exchange therefor the Registered Security or Registered Securities
that the Holder making the exchange shall been titled to receive.


     If the Debt Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.01, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series of any authorized
denominations and of a like aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Corporation that
shall be maintained for such purpose in accordance with Section 4.02, with, in
the case of Unregistered Securities that are Coupon Securities, all unmatured
Coupons and all matured Coupons in default thereto appertaining. At the option
of the Holder thereof, if Unregistered Securities of any series are issued in
more than one authorized denomination, except as otherwise specified pursuant
to Section 2.01, such Unregistered Securities may be exchanged for Unregistered
Securities of such series of other authorized denominations and of a like
aggregate principal amount, upon surrender of such Unregistered Securities to
be exchanged at the agency of the Corporation that shall be maintained for such
purpose in accordance with Section 4.02 or as specified pursuant to Section
2.01, with, in the case of Unregistered Securities that are Coupon Securities,
all unmatured Coupons and all matured Coupons in default thereto appertaining.
Unless otherwise specified pursuant to Section 2.01, Registered Securities of
any series may not be exchanged for Unregistered Securities of such series.
Whenever any Debt Securities are so surrendered for
exchange the Corporation shall execute, and the Trustee shall authenticate
and deliver, the Debt Securities that the Holder making the exchange is
entitled to receive.


     Transfers or exchanges of Global Securities shall be made in accordance
with this Section and Section 2.10.


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     The Corporation or its designated agent (the “Security Registrar”) shall
keep, at such office or agency, a Security Register (the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the
Corporation shall register Debt Securities and shall register the transfer of
Registered Securities as provided in this Article Two. The Security Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Security
Register shall be open for inspection by the Trustee. Upon due presentment for
registration of transfer of any Registered Security of a particular series at
such office or agency, the Corporation shall execute and the Corporation or the
Security Registrar shall register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Registered Security
or Registered Securities of such series for an equal aggregate principal
amount.


     Unregistered Securities (except for any temporary bearer Debt Securities)
and Coupons shall be transferable by delivery.


     All Debt Securities presented for registration of transfer or for
exchange, redemption or payment, as the case may be, shall (if so required by
the Corporation or the Trustee) be duly endorsed by, or be accompanied by, a
written instrument or instruments of transfer in form satisfactory to the
Corporation and the Trustee duly executed by the Holder or his, her or its
attorney duly authorized in writing.


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


     The Corporation shall not be required to exchange or register a transfer
of (a) any Registered Securities of any series for a period of fifteen days
next preceding any selection of Registered Securities of such series to be
redeemed, or (b) any Debt Security of any such series selected for redemption
except in the case of any such series to be redeemed in part, the portion
thereof not to be so redeemed.


     Notwithstanding anything herein or in the terms of any series of Debt
Securities to the contrary, neither the Corporation nor the Trustee (which
shall rely on an Officers’ Certificate and an Opinion of Counsel) shall be
required to exchange any Unregistered Security for a Registered Security if
such exchange would result in adverse Federal income tax consequences to the
Corporation (including the inability of the Corporation to deduct from its
income, as computed for Federal income tax purposes, the interest payable on
any Debt Securities) under then applicable United States Federal income tax
laws.








SECTION 2.06. TEMPORARY DEBT SECURITIES. Pending the preparation of definitive
Debt Securities of any series, the
Corporation may execute and on receipt of a Corporation Order the Trustee shall
authenticate and deliver temporary Debt Securities of such series (printed or
lithographed). Temporary Debt Securities of any series shall be issuable in
any authorized denominations, and in the form approved from time to time by or
pursuant to a Board Resolution but with such omissions, insertions and
variations as may be appropriate for temporary Debt Securities, all as may be
determined by the Corporation. Every temporary Debt Security shall be executed
by the Corporation and authenticated by the Trustee upon the same conditions
and in


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substantially the same manner, and with like effect, as the definitive
Debt Securities. Without unnecessary delay the Corporation shall execute and
furnish definitive Debt Securities of such series and thereupon any or all
temporary Registered Securities of such series may be surrendered in exchange
therefor without charge at the office or agency to be designated and maintained
by the Corporation for such purpose in the Borough of Manhattan, The City of
New York, in accordance with the provisions of Section 4.02 and in the case of
Unregistered Securities at any agency maintained by the Corporation for such
purpose as specified pursuant to Section 2.01, and the Trustee shall
authenticate and deliver in exchange for such temporary Debt Securities an
equal aggregate principal amount of definitive Debt Securities of the same
series of authorized denominations and in the case of such Debt Securities that
are Coupon Securities, having attached thereto the appropriate Coupons. Until
so exchanged the temporary Debt Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Debt Securities of such
series. The provisions of this Section 2.06 are subject to any restrictions or
limitations on the issue and delivery of temporary Unregistered Securities of
any series that may be established pursuant to Section 2.01 (including any
provision that Unregistered Securities of such series initially be issued in
the form of a single global Unregistered Security to be delivered to a
depositary or agency of the Corporation located outside the United States and
the procedures pursuant to which definitive Unregistered Securities of such
series would be issued in exchange for such temporary global Unregistered
Security).








SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. In case
any temporary or definitive Debt Security of any series or, in the case of a
Coupon Security, any Coupon appertaining thereto, shall become mutilated or be
destroyed, lost or stolen, the Corporation in the case of a mutilated Debt
Security or Coupon shall, and in the case of a lost, stolen or destroyed Debt
Security or Coupon may, in its discretion, execute, and upon receipt of a
Corporation Order the Trustee shall authenticate and deliver, a new Debt
Security of the same series as the mutilated, destroyed, lost or stolen Debt
Security or, in the case of a Coupon Security, a new Coupon Security of the
same series as the mutilated, destroyed, lost or stolen Coupon Security or, in
the case of a Coupon, a new Coupon of the same series as the Coupon Security to
which such mutilated, destroyed, lost or stolen Coupon appertains, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Debt Security, or in lieu of and in substitution for the Debt
Security so destroyed, lost or stolen or in exchange for the Coupon Security to
which such mutilated, destroyed, lost or stolen Coupon appertains, with all
appurtenant Coupons not destroyed, lost or stolen. In every case the applicant
for a substituted Debt Security or Coupon shall furnish to the Corporation and
to the Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Corporation and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Debt Security or
Coupon, as the case may be, and of the ownership thereof. Upon the issuance of
any substituted Debt Security or Coupon, the Corporation may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith and in
addition a further sum not exceeding ten dollars for each Debt Security so
issued in substitution. In case any Debt Security or Coupon which has matured
or is about to mature shall become mutilated or be destroyed, lost or stolen,
the Corporation may, instead of issuing a substituted Debt Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Debt Security or Coupon) if the applicant for such payment shall
furnish the Corporation and the Trustee with


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such security or indemnity as they may require to save them harmless and, in case
of destruction loss or theft, evidence to the satisfaction of the Corporation and
the Trustee of the destruction, loss or theft of such Debt Security or Coupon and
of the ownership thereof.


     Every substituted Debt Security with, in the case of any such Debt
Security that is a Coupon Security, its Coupons, issued pursuant to the
provisions of this Section by virtue of the fact that any Debt Security or
Coupon is destroyed, lost or stolen shall, with respect to such Debt Security
or Coupon, constitute an additional contractual obligation of the Corporation,
whether or not the destroyed, lost or stolen Debt Security or Coupon shall be
found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Debt Securities, and the
Coupons appertaining thereto, duly issued hereunder.


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








SECTION 2.08. CANCELLATION. Unless otherwise provided with respect to a series
of Debt Securities, all Debt Securities and Coupons surrendered for payment,
redemption, repayment, transfer, exchange or credit against any sinking fund
payment pursuant to this Indenture, shall, if surrendered to the Corporation or
any agent of the Corporation or of the Trustee, be delivered to the Trustee and
promptly cancelled by it or, if surrendered to the Trustee, be cancelled by it,
and no Debt Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Debt Securities and Coupons and deliver a certificate
of destruction to the Corporation.








SECTION 2.09. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.01 for Debt Securities of any series, interest on the
Debt Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.








SECTION 2.10. DEBT SECURITIES IN GLOBAL FORM.
If Debt Securities of a series are issuable in global form, as specified as
contemplated by Section 2.01, then, notwithstanding clause (9) of Section 2.01
and the provisions of Sections 2.04 and 2.05, such Global Security shall
represent such of the outstanding Debt Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Debt Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Debt Securities represented thereby may from
time to time be reduced to reflect exchanges. Any endorsement of a Debt
Security in global form to reflect the amount, or any increase or decrease in
the amount, of outstanding Debt Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Corporation Order to be
delivered to the Trustee pursuant to Section 2.03 or Section 2.06. Subject to
the provisions of Section 2.03 and, if applicable, Section 2.06, the Trustee
shall deliver and redeliver any Debt Security in definitive global bearer form
in the manner and upon written instructions given by the Person or Persons
specified therein or in the applicable Corporation Order. If a Corporation
Order pursuant to Section 2.03 or 2.06 has been, or


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simultaneously is, delivered, any instructions by the Corporation with respect to endorsement or
delivery or redelivery of a Debt Security in global form shall be in writing
but need not comply with Section 14.04 and need not be accompanied by an
opinion of Counsel. The beneficial owner of a Debt Security represented by a
definitive Global Security in bearer form may, upon no less than 30 days
written notice to the Trustee, given by the beneficial owner through a
Depository, exchange its interest in such definitive Global Security for a
definitive bearer Debt Security or Debt Securities, or a definitive Registered
Security or Debt Securities, of any authorized denomination, subject to the
rules and regulations of such Depository and its members. No individual
definitive bearer Debt Security will be delivered in or to the United States.


                    Unless otherwise specified as contemplated by Section 2.01 for Debt
Securities of any Series:


	 	(1)
	 	if at any time the Depository for a series of Debt Securities
notifies the Corporation that it is unwilling or unable to continue
as Depository for such series or if at any time the Depository for
such series shall no longer be registered or in good standing, if so
required, under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor Depository
for such series is not appointed by the Corporation within 90 days
after the Corporation receives such notice or becomes aware of such
condition, as the case may be;




	 	(2)
	 	the Corporation may at any time determine that the Debt
Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Indenture relating to
Global Securities shall no longer apply to the Debt Securities of
such series; or




	 	(3)
	 	if at any time there shall have occurred and be continuing an
Event of Default and the Holders of a majority in principal amount
of the Debt Securities outstanding determine that the Global
Security shall be exchangeable for Debt Securities in
definitive registered form, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the
Global Security of such series,




the Corporation will execute, and upon receipt of a Corporation Order the
Trustee will authenticate and deliver, Debt Securities of such series in
definitive registered form, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series, in exchange for such Global Security.


     Upon the exchange of the Global Security for such Debt Securities in
definitive registered form, in authorized denominations, the Global Security
shall be cancelled by the Trustee. Such Debt Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
paragraph shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants


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or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the persons in whose names such Debt
Securities are so registered.


     The provisions of the last sentence of the second to the last paragraph of
Section 2.03 shall apply to any Debt Security represented by a Debt Security in
global form if such Debt Security was never issued and sold by the Corporation
and the Corporation delivers to the Trustee the Debt Security in global form
together with written instructions (which need not comply with Section 14.04
and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Debt Securities represented thereby
together with the written statement contemplated by the last sentence of the
second to the last paragraph of Section 2.03.


     Unless otherwise specified as contemplated by Section 2.01, payment of
principal of, and any premium and any interest on, any Debt Security in
definitive global form shall be made to the Person or Persons specified
therein.








SECTION 2.11. MEDIUM-TERM SECURITIES. Notwithstanding any contrary provision
herein, if all Debt Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Corporation Order, Officers’
Certificate, supplemental indenture or Opinion of Counsel otherwise required
pursuant to Sections 2.01, 2.03, 2.06, and 14.04 at or prior to the time of
authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Debt Security of such series to be issued.


     An Officers’ Certificate or supplemental indenture, delivered pursuant to
this Section 2.11 in the circumstances set forth in the preceding paragraph may
provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee on original issue from time to time
upon the written order of persons designated in such Officers’ Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers’ Certificate or any applicable supplemental
indenture such terms and conditions of said Debt Securities as are specified in
such Officers’ Certificate or supplemental indenture, provided that the
foregoing procedure is acceptable to the Trustee.








SECTION 2.12. CUSIP NUMBERS. The Corporation, in issuing the Debt Securities,
may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of 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 Debt Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Corporation will promptly notify the Trustee of any change in the “CUSIP”
numbers.


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ARTICLE THREE


REDEMPTION OF DEBT SECURITIES








SECTION 3.01. APPLICABILITY OF ARTICLE. Redemption of Debt Securities of any
series as permitted or required by the terms thereof shall be made in
accordance with such terms and this Article; provided, however, that if any
provision of any series of Debt Securities shall conflict with any provision of
this Article, the provision of such series of Debt Securities shall govern.


     The notice date for a redemption of Debt Securities shall mean the date on
which notice of such redemption is given in accordance with the provisions of
Section 3.02 hereof.








SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES. The election
of the Corporation to redeem any Debt Securities shall be evidenced by an
Officers’ Certificate. In case the Corporation shall desire to exercise the
right to redeem all, or, as the case may be, any part, of a series of Debt
Securities pursuant to the terms and provisions applicable to such series, it
shall fix a Redemption Date and shall mail a notice of such redemption at least
thirty and not more than sixty days prior to the Redemption Date to the Holders
of the Debt Securities of such series that are Registered Securities to be
redeemed as a whole or in part, at their last addresses as the same appear on
the Security Register. Such mailing shall be by prepaid first class mail. Any
notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall have received
such notice. In any case, failure to give notice by mail, or any defect in the
notice to the Holder of any Debt Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series.


     Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939,
shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least thirty days and not more than sixty days prior to the
Redemption Date, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Corporation, the
Trustee shall make such information available to the Corporation for such
purpose). Notice of redemption to any other Holder of an
Unregistered Security of such series shall be published in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and in an
Authorized Newspaper in London (and, if required by Section 4.04, in an
Authorized Newspaper in Luxembourg), in each case, once in each of two
successive calendar weeks, the first publication to be not less than thirty nor
more than sixty days prior to the Redemption Date. Any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder shall have received such notice. In any case,
failure to give notice by mail, or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any
other Debt Security of such series.


     Each such notice of redemption shall specify the provisions of such Debt
Securities under which such redemption is made, that the conditions precedent,
if any, to such redemption have


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occurred, shall describe the same and the
Redemption Date, the Redemption Price, the Place of Payment, that payment will
be made upon presentation and surrender of such Debt Securities and, in the
case of Coupon Securities, of all Coupons appertaining thereto maturing after
the Redemption Date, that interest and Additional Amounts, if any, accrued to
the Redemption Date will be paid as specified in said notice, and that on and
after said date interest, if any, thereon or on the portions thereof to be
redeemed will cease to accrue. If fewer than all of the Debt Securities of a
series are to be redeemed any notice of redemption shall specify the numbers of
the Debt Securities to be redeemed and, if applicable, the CUSIP Numbers
thereof. In case any Debt Security is to be redeemed in part only, the notice
of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that upon surrender of such Debt Security, a new Debt
Security or Debt Securities in principal amount equal to the unredeemed portion
thereof will be issued of the same series.


     At least one Business Day prior to the Redemption Date specified in the
notice of redemption given for Unregistered Securities as provided in this
Section and on or prior to the Redemption Date specified in the notice of
redemption given for all Debt Securities other than Unregistered Securities,
the Corporation will deposit in trust with the Trustee or with one or more
Paying Agents an amount of money sufficient to redeem on the Redemption Date
all the Debt Securities or portions of Debt Securities so called for redemption
at the Redemption Price, together with interest, if any, and Additional
Amounts, if any, accrued to the Redemption Date. The Corporation will give the
Trustee notice of each redemption at least forty-five days prior to the
Redemption Date (unless a shorter notice is acceptable to the Trustee) as to
the aggregate principal amount of Debt Securities to be redeemed.


     If fewer than all of the Debt Securities of a series are to be redeemed,
the Trustee shall select, pro rata or by lot or in such other manner as it
shall deem reasonable and fair, the numbers of the Debt Securities to be
redeemed in whole or in part.








SECTION 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Debt Securities or portions of
Debt Securities with respect to which such notice has been given shall become
due and payable on the date and at the Place of Payment stated in such notice
at the Redemption Price, together with interest, if any, and Additional
Amounts, if any, accrued to the Redemption Date, and on and
after said date (unless the Corporation shall default in the payment of such
Debt Securities at the Redemption Price, together with interest, if any, and
Additional Amounts, if any, accrued to said date) interest on the Debt
Securities or portions of Debt Securities so called for redemption shall cease
to accrue. On presentation and surrender of such Debt Securities subject to
redemption at said Place of Payment in said notice specified, the said Debt
Securities or the specified portions thereof shall be paid and redeemed by the
Corporation at the Redemption Price, together with interest, if any, and
Additional Amounts, if any, accrued thereon to the Redemption Date. Interest,
if any, and Additional Amounts, if any, maturing on or prior to the Redemption
Date shall continue to be payable (but without interest thereon unless the
Corporation shall default in payment thereof) in the case of Coupon Securities
to the bearers of the Coupons for such interest upon surrender thereof, and in
the case of Registered Securities to the Holders thereof registered as such on
the Security Register on the relevant record date subject to the terms and
provisions of Section 2.04. At the option of the Corporation payment may be
made by check to (or to the


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order of) the Holders of the Debt Securities or
other persons entitled thereto against presentation and surrender of such Debt
Securities.



     If any Coupon Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, the surrender of
such missing Coupon or Coupons may be waived by the Corporation and the
Trustee, if there be furnished to each of them such security or indemnity as
they may require to save each of them harmless.


     Upon presentation of any Debt Security redeemed in part only, the
Corporation shall execute, and the Trustee shall authenticate and deliver to
the Holder thereof, at the expense of the Corporation, a new Debt Security or
Debt Securities, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Debt Security so presented of the same
series.








ARTICLE FOUR


PARTICULAR COVENANTS OF THE CORPORATION








SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.
The Corporation shall duly and punctually pay or cause to be paid the principal
of (and premium, if any), interest, if any, and Additional Amounts, if any, on
each of the Debt Securities at the place, at the respective times and in the
manner provided in the terms of the Debt Securities and in this Indenture. The
interest on Coupon Securities (together with any Additional Amounts) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. The
interest, if any, on any temporary bearer securities (together with any
Additional Amounts) shall be paid, as to the installments of interest evidenced
by Coupons attached thereto, if any, only upon presentation and surrender
thereof, and, as to the other installments of interest, if any, only upon
presentation of such Debt Securities for notation thereon of the payment of
such interest. The interest on Registered Securities (together with any
Additional Amounts) shall be payable only to the Holders thereof and at the
option of the Corporation may be paid by (i) mailing checks for such interest
payable to or upon the order of such Holders at their last addresses as they
appear on the Security Register for such Debt Securities or (ii) in the case of Holders of
U.S. $10,000,000 or more in aggregate principal amount of such Registered
Securities, by wire transfer of immediately available funds, but only if the
Trustee has received wire transfer instructions in writing not less than 15
days prior to the applicable Interest Payment Date.








SECTION 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. As long as any of the
Debt Securities of a series remain outstanding, the Corporation shall designate
and maintain, in the Borough of Manhattan, The City of New York, an office or
agency where the Registered Securities of such series may be presented for
registration of transfer and for exchange as provided in this Indenture, an
office or agency where notices and demands to or upon the Corporation in
respect of the Debt Securities of such series or of this Indenture may be
served, and an office or agency where the Debt Securities of such series may be
presented for payment. The Corporation shall give to the Trustee notice of the
location of each such office or agency and of any change in the location
thereof. In case the Corporation shall fail to maintain any such office or
agency in the Borough of Manhattan, The City of New York, or shall fail to give
such


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notice of the location or of any change in the location thereof,
presentations may be made and notices and demands may be served at the
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York, and the Corporation hereby appoints the Trustee as its agent to
receive all such presentations, notices and demands.


     If Unregistered Securities of any series are outstanding, the Corporation
shall maintain or cause the Trustee to maintain one or more agencies in a city
or cities located outside the United States (including any city in which such
an agency is required to be maintained under the rules of any securities
exchange on which the Debt Securities of such series are listed) where such
Unregistered Securities, and Coupons, if any, appertaining thereto may be
presented for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an agency
of the Corporation within the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States,
except, at the option of the Corporation, if the Corporation shall have
determined that, pursuant to applicable United States laws and regulations then
in effect such payment can be made without adverse tax consequences to the
Corporation. Notwithstanding the foregoing, payments in U.S. Dollars with
respect to Unregistered Securities of any series and Coupons appertaining
thereto that are payable in U.S. Dollars may be made at an agency of the
Corporation maintained in the Borough of Manhattan, The City of New York if
such payment in U.S. Dollars at each agency maintained by the Corporation
outside the United States for payment on such Unregistered Securities is
illegal or is effectively precluded by exchange controls or other similar
restrictions.


     The Corporation hereby initially designates Bank One Trust Company, N.A.,
located at its Corporate Trust Office, as the Security Registrar and as the
office or agency of the Corporation in the Borough of Manhattan, The City of
New York, where the Debt Securities may be presented for payment and, in the
case of Registered Securities, for registration of transfer and for exchange as
in this Indenture provided and where notices and demands to or upon the
Corporation in respect of the Debt Securities of any series or of this
Indenture may be served.








SECTION 4.03. PROVISIONS AS TO PAYING AGENT.


            (a) Whenever the Corporation shall appoint a paying agent other than the
Trustee with respect to the Debt Securities of any series, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section:


                    (1) that it will hold sums held by it as such agent for the payment of the
principal of (and premium, if any), interest, if any, or Additional Amounts, if
any, on the Debt Securities of such series in trust for the benefit of the
Holders of the Debt Securities of such series, or Coupons appertaining thereto,
as the case may be, entitled thereto and will notify the Trustee of the receipt
of sums to be so held,


                    (2) that it will give the Trustee notice of any failure by the Corporation
(or by any other obligor on the Debt Securities of such series) to make a
payment of the principal of


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(or premium, if any), interest, if any, or
Additional Amounts, if any, on the Debt Securities of such series when the same
shall be due and payable, and


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


            (b) If the Corporation shall act as its own paying agent, it will, on or
before each due date of the principal of (and premium, if any), interest, if
any, or Additional Amounts, if any, on the Debt Securities of any series set
aside, segregate and hold in trust for the benefit of the Holders of the Debt
Securities of such series entitled thereto a sum sufficient to pay such
principal (and premium if any), interest, if any, or Additional Amounts, if
any, so becoming due. The Corporation will promptly notify the Trustee of any
failure to take such action.


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


            (d) Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 12.04 and 12.05.








SECTION 4.04. LUXEMBOURG PUBLICATIONS. In the event of the publication of any
notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02 or 12.05, the
party making such publication shall also, to the extent that notice is required
so to be given to Holders of Debt Securities of a series by applicable
Luxembourg law or stock exchange regulation, make a similar publication the
same number of times in Luxembourg.








SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT.
The Corporation shall deliver to the Trustee, on or before a date not more than
four months after the end of each fiscal year of the Corporation (which, on the
date of execution hereof, ends on December 31) ending after the date hereof,
commencing with the fiscal year ended in 2003, an Officers’ Certificate,
stating whether or not to the best knowledge of the signers thereof the
Corporation is in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture to be performed or observed by it
and, if the Corporation shall be in default, specifying all such defaults and
the nature thereof of which they may have knowledge.








ARTICLE FIVE


SECURITYHOLDER LISTS AND REPORTS BY THE

CORPORATION AND THE TRUSTEE








SECTION 5.01. SECURITYHOLDER LISTS. The Corporation covenants and agrees that
it will furnish or cause to be furnished to the Trustee with respect to the
Debt Securities of each series:


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            (a) semiannually, not later than each Interest Payment Date (in the case
of any series having semiannual Interest Payment Dates) or not later than the
dates determined pursuant to Section 2.01 (in the case of any series not having
semiannual Interest Payment Dates) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Debt
Securities of such series as of the Regular Record Date (or as of such other
date as may be determined pursuant to Section 2.01 for such series) therefor,
and


            (b) at such other times as the Trustee may request in writing within
thirty days after receipt by the Corporation of any such request, a list in
such form as the Trustee may reasonably require of the names and addresses of
the Holders of Debt Securities of a particular series specified by the Trustee
as of a date not more than fifteen days prior to the time such information is
furnished; provided, however, that if and so long as the Trustee shall be the
Security Registrar any such list shall exclude names and addresses received by
the Trustee in its capacity as Security Registrar, and if and so long as all of
the Debt Securities of any series are Registered Securities, such list shall
not be required to be furnished.








SECTION 5.02. PRESERVATION AND DISCLOSURE OF LISTS.


            (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Debt Securities (i) contained in the most recent list furnished
to it as provided in Section 5.01, (ii) received by the Trustee in its capacity
as Security Registrar or Paying Agent, or (iii) filed with it within the
preceding two years pursuant to Section 313(c) of the Trust Indenture Act of
1939. The Trustee may destroy any list furnished to it as provided in Section
5.01 upon receipt of a new list so furnished.


            (b) In case three or more Holders of Debt Securities (hereinafter referred
to as “applicants”) apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security of such
series for a period of at least six months
preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders of Debt Securities of a
particular series (in which case the applicants must hold Debt Securities of
such series) or with Holders of all Debt Securities with respect to their
rights under this Indenture or under such Debt Securities and it is accompanied
by a copy of the form of proxy or other communication that such applicants
propose to transmit, then the Trustee shall, within five business days after
the receipt of such application, at its election, either:


                    (1) afford to such applicants access to the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section, or


                    (2) inform such applicants as to the approximate number of Holders of Debt
Securities of such series or all Debt Securities, as the case may be, whose
names and addresses appear in the information preserved at the time by the
Trustee, in accordance with the provisions of subsection (a) of this Section,
and as to the approximate cost of mailing to such Securityholders the form of
proxy or other communication, if any, specified in such application.


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     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of such series or all Debt Securities, as the case may be,
whose name and address appear in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section, a
copy of the form of proxy or other communication that is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Debt Securities of such series or all Debt
Securities, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for appearing upon the objections specified in
the written statement so filed, shall enter an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.


                 (c) Each and every Holder of Debt Securities, by receiving and holding the
same, agrees with the Corporation and the Trustee that neither the Corporation
nor the Trustee nor any agent of the Corporation or of the Trustee shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Debt Securities in accordance with the
provisions of subsection (b) of this Section, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).








SECTION 5.03. REPORTS BY THE CORPORATION. The Corporation covenants:


            (a) to file with the Trustee within fifteen days after the Corporation is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Corporation may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Corporation is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;


            (b) to file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such
additional information, documents, and reports with respect to compliance by
the Corporation with the conditions and


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covenants provided for in this Indenture as may be required from time to time by such rules and regulations;



            (c) to transmit by mail to all the Holders of Debt Securities of each
series, as the names and addresses of such Holders appear on the Security
Register, within thirty days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Corporation with respect to each such series pursuant to subsections (a) and
(b) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission; and


            (d) if Unregistered Securities of any series are outstanding and listed on
a stock exchange, to file with the listing agent of the Corporation with
respect to such series such documents and reports of the Corporation as may be
required from time to time by the rules and regulations of any stock exchange
on which such Unregistered Securities are listed.








SECTION 5.04. REPORTS BY THE TRUSTEE.


            (a) On or before May 15, 2004 and on or before May 15 of each year
thereafter, so long as any Debt Securities of any series are outstanding
hereunder, the Trustee shall transmit to the Holders of Debt Securities of such
series, in the manner provided by Section 313(c) of the Trust Indenture Act of
1939, a brief report dated as of the preceding February 15, as may be required
by Sections 313(a) and (b) of the Trust Indenture Act of 1939.


            (b) A copy of each such report shall, at the time of such transmission to
Holders of Debt Securities of a particular series, be filed by the Trustee with
each stock exchange upon which the Debt Securities of such series are listed
and also with the Commission. The Corporation agrees to notify the Trustee
when and as the Debt Securities of any series become listed on any stock
exchange.








ARTICLE SIX


REMEDIES ON DEFAULT








SECTION 6.01. EVENTS OF DEFAULT. In case one or more of the following Events
of Default with respect to a particular series of Debt Securities shall have
occurred and be continuing, that is to say:


            (a) default in the payment of the principal of (or premium, if any, on)
any of the Debt Securities of such series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or otherwise;
or


            (b) default in the payment of any installment of interest, if any, or in
the payment of any Additional Amounts upon any of the Debt Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of thirty days after written notice from the Trustee;
or


            (c) failure on the part of the Corporation duly to observe or perform any
other of the covenants or agreements on the part of the Corporation applicable
to such series of the Debt


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Securities or contained in this Indenture for a
period of ninety days after the date on which written notice of such failure,
requiring the Corporation to remedy the same, shall have been given to the
Corporation by the Trustee, or to the Corporation and the Trustee by the
Holders of at least twenty-five percent in aggregate principal amount of the
Debt Securities of such series at the time outstanding; or


            (d) default by the Corporation or any Significant Subsidiary in any
payment of $25,000,000 or more of principal of or interest on any notes, bonds,
debentures and other similar evidences of indebtedness for money borrowed, or
in the payment of $25,000,000 or more on account of any guarantee in respect of
any notes, bonds, debentures and other similar evidences of indebtedness for
money borrowed, beyond any period of grace that may be provided in the
instrument or agreement under which such notes, bonds, debentures and other
similar evidences of indebtedness for money borrowed or guarantee was created;
or


            (e) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Corporation in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Corporation or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and such decree or order shall remain unstayed, undismissed and unbonded and in
effect for a period of ninety days; or


            (f) the Corporation shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of the Corporation or for a substantial
part of its property, or shall make any general assignment for the benefit of
creditors;


then if an Event of Default described in clause (a), (b), (c) or (d) shall have
occurred and be continuing, and in each and every such case, unless the
principal amount of all the Debt Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than
twenty-five percent in aggregate principal amount of the Debt Securities of all
series affected thereby then outstanding hereunder, by notice in writing to the
Corporation (and to the Trustee if given by Holders of such Debt Securities)
may declare the principal amount of all the Debt Securities (or, with respect
to Original Issue Discount Securities, such lesser amount as may be specified
in the terms of such Debt Securities) of the series affected thereby to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, any provision of this Indenture or
the Debt Securities of such series to the contrary notwithstanding, or, if an
Event of Default described in clause (e) or (f) shall have occurred and be
continuing, and in each and every such case, either the Trustee or the Holders
of not less than twenty-five percent in aggregate principal amount of all the
Debt Securities then outstanding hereunder (voting as one class), by notice in
writing to the Corporation (and to the Trustee if given by Holders of
securities), may declare the principal of all the Debt Securities not already
due and payable (or, with respect to Original Issue Discount Securities, such
lesser amount as may be specified in the terms of such Debt Securities) to be
due and payable immediately, and upon any such declaration the same shall
become and shall be


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immediately due and payable, any provision in this
Indenture or in the Debt Securities to the contrary notwithstanding. The
foregoing provisions, however, are subject to the conditions that if, at any
time after the principal of the Debt Securities of any one or more or all
series, as the case may be, shall have been so declared due and payable, and
before any judgment or decree for the payment of the monies due shall have been
obtained or entered as hereinafter provided, the Corporation shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest, if any, and all Additional Amounts, if any, due upon all the Debt
Securities of such series or of all the Debt Securities, as the case may be,
and the principal of (and premium, if any, on) all Debt Securities of such
series or of all the Debt Securities, as the case may be (or, with respect to
Original Issue Discount Securities, such lesser amount as may be specified in
the terms of such Debt Securities), which shall have become due otherwise than
by acceleration (with interest, if any, upon such principal and premium, if
any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest and Additional Amounts, if
any, at the same rate as the rate of interest specified in the Debt Securities
of such series, as the case may be (or, with respect to Original Issue Discount
Securities, at the rate specified in the terms of such Debt Securities for
interest on overdue principal thereof upon maturity, redemption or acceleration
of such series, as the case may be), to the date of such payment or deposit),
and such amount as shall be payable to the Trustee pursuant to Section 7.06,
and any and all defaults under the Indenture shall have been remedied, then and
in every such case the Holders of a majority in aggregate principal amount of
the Debt Securities of such series (or of all the Debt Securities, as the case
may be) then outstanding, by written notice to the Corporation and to the
Trustee, may waive all defaults with respect to that series or with respect to
all Debt Securities, as the case may be, and rescind and annul such declaration
and its consequences; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon. If the principal of all Debt Securities shall have been
declared to be payable pursuant to this Section
6.01, in determining whether the Holders of a majority in aggregate principal
amount thereof have waived all defaults and rescinded and annulled such
declaration, all series of Debt Securities shall be treated as a single class
and the principal amount of Original Issue Discount Securities shall be deemed
to be the amount declared payable under the terms applicable to such Original
Issue Discount Securities.


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








SECTION 6.02. PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR. The
Corporation covenants that (1) in case default shall be made in the payment of
any installment of interest, if any, on any of the Debt Securities of any
series or any Additional Amounts payable in respect of any of the Debt
Securities of any series, as and when the same shall become due and payable,
and such default shall have continued for a period of thirty days or (2) in
case default shall be made in the payment of the principal of (or premium, if
any, on) any of the Debt Securities of any series, as and when the same shall
have become due and


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payable, whether upon maturity of such series or upon
redemption or upon declaration or otherwise, then upon demand of the Trustee,
the Corporation shall pay to the Trustee, for the benefit of the Holders of the
Debt Securities of such series, and the Coupons, if any, appertaining to such
Debt Securities, the whole amount that then shall have become due and payable
on all such Debt Securities of such series and such Coupons, for principal (and
premium, if any) or interest, if any, or Additional Amounts, if any as the case
may be, with interest upon the overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest, if any, and Additional Amounts, if any,
at the same rate as the rate of interest specified in the Debt Securities of
such series (or, with respect to Original Issue Discount Securities, at the
rate specified in the terms of such Debt Securities for interest on overdue
principal thereof upon maturity, redemption or acceleration); and, in addition
thereto, such further amounts as shall be payable pursuant to Section 7.06.


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


     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Corporation or any other obligor upon Debt Securities of
any series under Title 11 of the United States Code or any other applicable
law, or in case a receiver or trustee shall have been
appointed for the property of the Corporation or such other obligor, or in
case of any other judicial proceedings relative to the Corporation or such
other obligor, or to the creditors or property of the Corporation or such other
obligor, the Trustee, irrespective of whether the principal of the Debt
Securities of such series 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 pursuant to the provisions of this Section, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal (or, with respect to
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series), and premium, if any, interest, if
any, and Additional Amounts, if any, owing and unpaid in respect of the Debt
Securities of such series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee under Section
7.06 and of the Holders of the Debt Securities and Coupons of such series
allowed in any such judicial proceedings relative to the Corporation or other
obligor upon the Debt Securities of such series, or to the creditors or
property of the Corporation or such other obligor, and to collect and receive
any monies or other property payable or deliverable on any such claims, and to
distribute all amounts received with respect to the claims of the
Securityholders of such series and of the Trustee on their behalf; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders of the Debt Securities and Coupons of such
series to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of payments directly to the Securityholders of such
series, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other reasonable expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or bad faith.


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     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
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.


     All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities, may be enforced by the Trustee without the
possession of any of the Debt Securities or Coupons appertaining to such Debt
Securities, or the production thereof in any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Trustee
shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of the
Debt Securities or Coupons appertaining thereto.


     In case of a default hereunder the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.








SECTION 6.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE.
Any monies collected by the Trustee pursuant to Section 6.02 shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such monies on account of principal (or premium, if any)
or interest, if any, upon presentation of the several Debt Securities and
Coupons in respect of which monies have been collected, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid:


     FIRST: To the payment of the amounts payable to the Trustee pursuant to
Section 7.06;


     SECOND: In case the principal of the Debt Securities in respect of which
monies have been collected shall not have become due, to the payment of
interest, if any, and Additional Amounts, if any, on the Debt Securities of
such series in the order of the maturity of the installments of such interest,
with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest and Additional Amounts, if
any, at the same rate as the rate of interest, if any, specified in the Debt
Securities of such series (or, with respect to Original Issue Discount
Securities, at the rate specified in the terms of such Debt Securities for
interest on overdue principal thereof upon maturity, redemption or
acceleration), such payments to be made ratably to the persons entitled
thereto, without discrimination or preference; and


     THIRD: In case the principal of the Debt Securities in respect of which
monies have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Debt
Securities of such series for principal (and premium, if any), interest, if
any, and Additional Amounts, if any, and (to the extent that such


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interest has been collected by the Trustee) upon overdue installments of interest, if any,
and Additional Amounts, if any, at the same rate as the rate of interest
specified in the Debt Securities of such series (or, with respect to Original
Issue Discount Securities, at the rate specified in the terms of such Debt
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration); and in case such monies shall be insufficient to pay in full
the whole amount so due and unpaid upon the Debt Securities of such series,
then to the payment of such principal (and premium, if any), interest, if any,
and Additional Amounts, if any, without preference or priority of principal
(and premium, if any), over interest, if any, and Additional Amounts, if any,
or of interest, if any, and Additional Amounts, if any, over principal (and
premium, if any), or of any installment of interest, if any, or Additional
Amounts, if any, over any other installment of interest, if any, or Additional
Amounts, if any, or of any Debt Security of such series over any other Debt
Security of such series, ratably to the aggregate of such principal (and
premium, if any), and accrued and unpaid interest, if any, and Additional
Amounts, if any.








SECTION 6.04. PROCEEDINGS BY SECURITYHOLDERS. No Holder of any Debt Security
of any series or of any Coupon appertaining thereto shall have any right by
virtue or by availing of any provision of this Indenture to institute any
action or proceedings at law or in equity or in bankruptcy or otherwise, upon
or under or with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than twenty-five percent in aggregate principal amount of the Debt
Securities of such series then
outstanding or, in the case of any Event of Default described in clause (d) or
(e) of Section 6.01, twenty-five per cent in aggregate principal amount of all
the Debt Securities at the time outstanding (voting as one class) shall have
made written request upon the Trustee to institute such action or proceedings
in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for sixty days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended and being expressly
covenanted by the taker and Holder of every Debt Security with every other
taker and Holder and the Trustee, that no one or more Holders of Debt
Securities or Coupons appertaining to such Debt Securities shall have any right
in any manner whatever by virtue of or by availing himself, herself or itself
of any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holder of Debt Securities or Coupons appertaining to such Debt
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Debt Securities and Coupons. For the protection and enforcement of
the revisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


     Notwithstanding any other provisions in this Indenture, however, the right
of any Holder of any Debt Security to receive payment of the principal of (and
premium, if any) and interest, if any, and Additional Amounts, if any, on such
Debt Security or Coupon, on or after the respective due dates expressed in such
Debt Security or Coupon, or to institute suit for the enforcement of


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any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder. With respect to original Issue Discount
Debt Securities, principal shall mean such amount as shall be due and payable
as may be specified in the terms of such Debt Securities.








SECTION 6.05. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article Six to the Trustee or to the Holders of Debt Securities
or Coupons shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders of Debt Securities or Coupons, by judicial proceedings
or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder of any of the Debt Securities or Coupons to exercise any right
or power accruing upon any default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this Article Six or by law to the Trustee
or to the Holders of Debt Securities or Coupons may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Holders of Debt Securities or Coupons, as the case may be.








SECTION 6.06. DIRECTION OF PROCEEDINGS. The Holders of a majority in aggregate
principal amount of the Debt Securities
of any or all series affected (voting as one class) at the time outstanding
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; provided, however, that (i) such direction
shall not be in conflict with any rule of law or with this Indenture, (ii) the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction and (iii) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceedings so directed would be prejudicial to
the Holders not joining in such direction or may not lawfully be taken or if
the Trustee in good faith by its board of directors or executive committee or a
trust committee of directors or trustees and/or responsible officers shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability.


     Prior to any declaration accelerating the maturity of the Debt Securities
of any series, the holders of a majority in aggregate principal amount of the
Debt Securities of such series at the time outstanding may on behalf of the
Holders of all of the Debt Securities of such series waive any past default or
Event of Default hereunder and its consequences, except a default in the
payment of principal of (premium, if any) or interest, if any, or Additional
Amounts, if any, on any Debt Securities of such series or in respect of a
covenant or provision hereof that may not be modified or amended without the
consent of the Holders of each outstanding Debt Security of such series
affected. Upon any such waiver the Corporation, the Trustee and the Holders of
the Debt Securities of such series shall be restored to their former positions
and rights hereunder, respectively, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 6.06, said default or Event of Default
shall for all purposes of the Debt Securities of such series and this Indenture
be deemed to have been cured and to be not continuing.


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SECTION 6.07. NOTICE OF DEFAULTS. The Trustee shall, within ninety days after
the occurrence of a default with respect to the Debt Securities of any series,
give notice of all defaults with respect to that series known to the Trustee
(i) if any Unregistered Securities of that series are then outstanding, to the
Holders thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 4.04, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of
that series are then outstanding, to all Holders thereof who have filed their
names and addresses with the Trustee as described in Section 313(c) of the
Trust Indenture Act of 1939, by mailing such notice to such Holders at such
addresses and (iii) to all Holders of then outstanding Registered Securities of
that series, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register, unless in each case such defaults shall
have been cured before the mailing or publication of such notice (the term
“defaults” for the purpose of this Section being hereby defined to be the
events specified in Sections 6.01(a), (b), (c), (d) and (e) and any additional
events specified in the terms of any series of Debt Securities pursuant to
Section 2.01, not including periods of grace, if any, provided for therein, and
irrespective of the giving of written notice specified in Section 6.01(c) or in
the terms of any Debt Securities established pursuant to Section 2.01); and
provided that, except in the case of
default in the payment of the principal of (premium, if any), interest, if any,
or Additional Amounts, if any, on any of the Debt Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or responsible officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Debt
Securities of such series.








SECTION 6.08. UNDERTAKING TO PAY COSTS. All parties to this Indenture agree,
and each Holder of any Debt Security by his, her or its acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, 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; provided that, the provisions
of this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholders of any series, or group of such
Securityholders, holding in the aggregate more than ten percent in aggregate
principal amount of all Debt Securities (voting as one class) or to any suit
instituted by any Securityholders for the enforcement of the payment of the
principal of (or premium, if any), interest, if any, or Additional Amounts, if
any, on any Debt Security on or after the due date expressed in such Debt
Security.








ARTICLE SEVEN


CONCERNING THE TRUSTEE








SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior to
the occurrence of an Event of Default of a particular series and after the
curing of all Events of Default of such series that may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to a


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particular series has occurred (which has not been cured) the Trustee shall
exercise such of the rights and powers vested in it, by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.


     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:


            (a) prior to the occurrence of an Event of Default with respect to a
particular series and after the curing of all Events of Default with respect to
such series that may have occurred:


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


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


            (b) the Trustee shall not be liable for any error of judgment made in good
faith by a responsible officer or officers, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and


            (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Debt Securities pursuant to Section 6.06 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.


     No provision of this Indenture shall be construed as requiring the Trustee
to expend or risk its own funds or otherwise to incur any personal financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.








SECTION 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the provisions
of Section 7.01:


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            (a) the Trustee may rely, and shall be protected in acting or refraining
from acting, upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, note, Coupon 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, direction, order or demand of the Corporation mentioned
herein shall be sufficiently evidenced by an instrument signed in the name of
the Corporation by any two of the Chairman of the Board of Directors, any Vice
Chairman of the Board of Directors, the President or any Vice President, the
Treasurer, or the Secretary or any Assistant Secretary or, if the other
signatory is other than the Treasurer, any Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and a Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Corporation or in lieu thereof by a
Treasurer or Assistant Treasurer ;


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


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


            (e) 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, coupon or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the relevant books, records
and premises of the Corporation, personally or by agent or attorney;


            (f) 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, provided, however, that the Trustee shall be responsible for any
misconduct or negligence on the part of any agent or attorney appointed by it
hereunder; and


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








SECTION 7.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Debt Securities, other than the Trustee’s certificate of
authentication, shall be taken as the statements of the Corporation, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Debt Securities, provided that the Trustee shall not be relieved of its
duty to authenticate Debt Securities only as authorized by this Indenture. The
Trustee shall not be accountable for the use or application by the Corporation
of Debt Securities or the proceeds thereof.


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SECTION 7.04. OWNERSHIP OF DEBT SECURITIES OR COUPONS. The Trustee or any
agent of the Corporation or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities or Coupons with
the same rights it would have if it were not Trustee, or an agent of the
Corporation or of the Trustee.








SECTION 7.05. MONIES TO BE HELD IN TRUST. Subject to the provisions of
Sections 12.04 and 12.05 hereof, all monies received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received but need not be segregated from
other funds except to the
extent required by law. Neither the Trustee nor any paying agent shall be
under any liability for interest on any monies received by it hereunder except
such as it may agree with the Corporation to pay thereon. So long as no Event
of Default shall have occurred and be continuing, all interest allowed on any
such monies shall be paid from time to time upon the written order of the
Corporation, signed by its Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or its President or any Vice President or
its Treasurer or any Assistant Treasurer.








SECTION 7.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Corporation covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation, and, except as otherwise expressly
provided, the Corporation will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation, expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. If any property
other than cash shall at any time be subject to the lien of this Indenture, the
Trustee, if and to the extent authorized by a receivership or bankruptcy court
of competent jurisdiction or by the supplemental instrument subjecting such
property to such lien, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax liens or other prior liens or
encumbrances hereon. The Corporation also covenants to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or reasonable expense
incurred without negligence or bad faith on the part of the Trustee, arising
out of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises. The obligations of the Corporation under
this Section to compensate the Trustee and to pay or reimburse the Trustee for
reasonable expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a
lien prior to that of the Debt Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Debt Securities or Coupons. The Trustee’s right to
compensation for its services, reimbursement for its costs and expenses, and
indemnification shall survive its resignation or removal and the termination of
this Indenture.








SECTION 7.07. OFFICERS’ CERTIFICATE AS EVIDENCE. Subject to the provisions of
Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering


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any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.








SECTION 7.08. CONFLICTING INTEREST OF TRUSTEE.
The Trustee shall comply with Section 310(b) of the Trust Indenture Act of
1939.








SECTION 7.09. ELIGIBILITY OF TRUSTEE. There shall at all times be a trustee
hereunder which shall be a corporation organized and doing business under the
laws of the United States or of any State or Territory thereof or of the
District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall
have at all times a combined capital and surplus of not less than U.S. $50
million. If such corporation publishes reports of condition at least annually,
pursuant to law, or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation at any time shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.








SECTION 7.10. RESIGNATION OR REMOVAL OF TRUSTEE.


            (a) The Trustee, or any trustee or trustees hereafter appointed, may, upon
sixty days written notice to the Corporation, at any time resign with respect
to one or more or all series by giving written notice of resignation to the
Corporation (i) if any Unregistered Securities of a series affected are then
outstanding, by giving notice of such resignation to the Holders thereof, by
publication at least once in an Authorized Newspaper in London (and, if
required by Section 4.04, at least once in an Authorized Newspaper in
Luxembourg), (ii) if any Unregistered Securities of a series affected are then
outstanding, by mailing notice of such resignation to the Holders thereof who
have filed their names and addresses with the Trustee as described in Section
313(c) of the Trust Indenture Act of 1939 at such addresses as were so
furnished to the Trustee and (iii) by mailing notice of such resignation to the
Holders of then outstanding Registered Securities of each series affected at
their addresses as they shall appear on the Security Register. Upon receiving
such notice of resignation the Corporation shall promptly appoint a successor
trustee with respect to the applicable series by written instrument, in
duplicate, executed by order of the Board of Directors of the Corporation, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within thirty days after the mailing of
such notice of resignation to the Securityholders, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Debt
Security or Debt Securities of the applicable series for at least six months
may, subject to the provisions of Section 6.08, on behalf of himself, herself
or itself and all others similarly situated, petition any such court for the


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appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


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


                    (A) the Trustee shall fail to comply with Section 7.08 with respect to any
series of Debt Securities after written request therefor by the Corporation or
by any
Securityholder who has been a bona fide Holder of a Debt Security or Debt
Securities of such series for at least six months, or


                    (B) the Trustee shall cease to be eligible in accordance with the
provision of Section 7.09 with respect to any series of Debt Securities and
shall fail to resign after written request therefor by the Corporation or by
any such Securityholder, or


                    (C) the Trustee shall become incapable of acting with respect to any
series of Debt Securities, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any such case, the Corporation may remove the Trustee with respect to the
applicable series of Debt Securities and appoint a successor trustee with
respect to such series by written instrument, in duplicate, executed by order
of the Board of Directors of the Corporation, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 6.08, any Securityholder of
such series who has been a bona fide Holder of a Debt Security or Debt
Securities of the applicable series for at least six months may, on behalf of
himself, herself or itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.


            (c) The Holders of a majority in aggregate principal amount of the Debt
Securities of all series (voting as one class) at the time outstanding may at
any time remove the Trustee with respect to Debt Securities of all series and
appoint a successor trustee with respect to the Debt Securities of all series.


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








SECTION 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee appointed
as provided in Section 7.10 shall execute, acknowledge and deliver to the
Corporation and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal the predecessor
trustee with respect to all or any applicable series shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations with respect
to such series of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, on the written request of the Corporation or of
the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of


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Section 7.06, execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Corporation shall execute any and all instruments in writing in
order more fully and certainly to vest in and confirm to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 7.06.


     In case of the appointment hereunder of a successor trustee with respect
to the Debt Securities of one or more (but not all) series, the Corporation,
the predecessor Trustee and each successor trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an indenture
supplemental hereto that shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the predecessor Trustee with respect to the Debt Securities of any
series as to which the predecessor Trustee is not retiring shall continue to be
vested in the predecessor Trustee, and 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.


     No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 7.08 and eligible under the provisions of
Section 7.09.


     Upon acceptance of appointment by a successor trustee as provided in this
Section, the Corporation shall give notice of the succession of such trustee
hereunder (a) if any Unregistered Securities of a series affected are then
outstanding, to the Holders thereof by publication of such notice at least once
in an Authorized Newspaper in the Borough of Manhattan, The City of New York
and at least once in an Authorized Newspaper in London (and, if required by
Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if
any Unregistered Securities of a series affected are then outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c) of the Trust Indenture Act, by mailing such notice
to such Holders at such addresses as were so furnished to the Trustee (and the
Trustee shall make such information available to the Corporation for such
purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the Corporation fails to mail such
notice in the prescribed manner within ten days after the acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be so given at the expense of the Corporation.








SECTION 7.12. SUCCESSOR BY MERGER, ETC. 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 the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.


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SECTION 7.13. LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act of
1939.








ARTICLE EIGHT


CONCERNING THE SECURITYHOLDERS








SECTION 8.01. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of the Holders of Debt Securities
voting in favor thereof at any meeting of Securityholders duly called and held
in accordance with the provisions of Article Nine, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of
Securityholders.


     In determining whether the Holders of a specified percentage in aggregate
principal amount of the Debt Securities have taken any action (including the
making of any demand or request, the waiving of any notice, consent or waiver
or the taking of any other action), the principal amount of any Original Issue
Discount Security that may be counted in making such determination and that
shall be deemed to be outstanding for such purposes shall be equal to the
amount of the principal thereof that could be declared to be due and payable
upon an Event of Default pursuant to the terms of such Original Issue Discount
Security at the time the taking of such action is evidence to the Trustee.








SECTION 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the provisions
of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a
Securityholder or its agent or proxy shall be sufficient if made in the
following manner:


            (a) In the case of Holders of Unregistered Securities, the fact and date
of the execution by any such person of any instrument may be proved by the
certificate of any notary public or other officer of any jurisdiction
authorized to take acknowledgments of deeds or administer oaths that the person
executing such instruments acknowledged to him the execution thereof or by an
affidavit of a witness to such execution sworn to before any such notary or
other such officer. Where such execution is by or on behalf of any legal
entity other than an individual, such certificate or affidavit shall also
constitute sufficient proof of the authority of the person executing the same.
The fact of the holding by any Holder of a Debt Security of any series, and the
identifying number of such Debt Security and the date of his holding the same,
may be proved by the production of such Debt Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such certificate shall be
deemed by the Trustee to be satisfactory. Each such


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certificate shall be dated
and shall state that on the date thereof a Debt Security of such series
bearing a specified identifying number was deposited with or exhibited to
such trust company, bank, banker or recognized securities dealer by the person
named in such certificate. Any such certificate may be issued in respect of
one or more Debt Securities of one or more series specified therein. The
holding by the person named in any such certificate of any Debt Securities of
any series specified therein shall be presumed to continue for a period of one
year from the date of such certificate unless at the time of any determination
of such holding (1) another certificate bearing a later date issued in respect
of the same Debt Securities shall be produced, or (2) the Debt Security of such
series specified in such certificate shall be produced by some other person, or
(3) the Debt Security of such series specified in such certificates shall have
ceased to be outstanding. Subject to Sections 7.01, 7.02 and 9.05, the fact
and date of the execution of any such instrument and the amount and numbers of
Debt Securities of any series held by the person so executing such instrument
and the amount and numbers of any Debt Security or Debt Securities for such
series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or in any other
manner that the Trustee for such series may deem sufficient.


            (b) In the case of Registered Securities, the ownership of such Debt
Securities shall be proved by the Security Register or by a certificate of the
Security Registrar.








SECTION 8.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Corporation, the Trustee,
any paying agent, any transfer agent and any Security Registrar may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the
absolute owner of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of receiving
payment thereof or on account thereof and for all other purposes and neither
the Corporation, the Trustee, any paying agent, any transfer agent nor any
Security Registrar shall be affected by any notice to the contrary. The
Corporation, the Trustee, any paying agent, any transfer agent and any Security
Registrar may, subject to Section 2.04 hereof, treat the person in whose name a
Registered Security shall be registered upon the Security Register as the
absolute owner of such Registered Security (whether or not such Registered
Security shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes and neither the Corporation, the
Trustee, any paying agent, any transfer agent nor any Security Registrar shall
be affected by any notice to the contrary.








SECTION 8.04. CORPORATION-OWNED DEBT SECURITIES DISREGARDED. In determining
whether the Holders of the required aggregate principal amount of Debt
Securities have concurred in any direction, consent or waiver under this
Indenture, Debt Securities that are owned by the Corporation or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Corporation, shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Debt Securities that the Trustee knows
are so owned shall be disregarded. Debt Securities so owned that have been
pledged in good faith may be regarded as outstanding for the purposes of this
Section if the pledgee shall establish to the satisfaction of the Trustee the
pledgee’s right to vote such Debt Securities and that the pledgee is not a person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the


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Corporation. In the case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.








SECTION 8.05. REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND. At any
time prior to the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities specified in this Indenture
in connection with such action, any Holder of a Debt Security the identifying
number of which is shown by the evidence to be included in the Debt Securities
the Holders of which have consented to such action may, by filing written
notice with the Trustee at its office and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Debt Security. Except
as aforesaid any such action taken by the Holder of any Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Debt Security and of any Debt Security issued in exchange or
substitution therefor irrespective of whether or not any notation in regard
thereto is made upon such Debt Security. Any action taken by the Holders of
the percentage in aggregate principal amount of the Debt Securities specified
in this Indenture in connection with such action shall be conclusively binding
upon the Corporation, the Trustee and the Holders of all the Debt Securities of
each series intended to be affected thereby.








SECTION 8.06. SECURITIES IN A FOREIGN CURRENCY. Unless otherwise specified in
an Officers’ Certificate delivered pursuant to Section 2.01 of this Indenture
or in an indenture supplemental hereto with respect to a particular series of
Debt Securities, on any day when for purposes of this Indenture any action may
be taken by the Holders of a specified percentage in aggregate principal amount
of two or more series of outstanding Debt Securities and, at such time, there
are outstanding Debt Securities of at least one such series that are
denominated in a coin or currency other than that of at least one other such
series, then the principal amount of Debt Securities of each such series (other
than any such series denominated in U.S. Dollars) that shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of U.S.
Dollars that could be obtained for such amount at the Market Exchange Rate.
For purposes of this Section 8.06, “Market Exchange Rate” shall mean (i) for
any conversion involving a Currency unit on the one hand and dollars or any
foreign currency on the other, the exchange rate between the relevant Currency
unit and dollars or such foreign currency, (ii) for any conversion of dollars
into any foreign currency, the noon U.S. Dollar buying rate for such foreign
currency for cable transfers quoted in The City of New York on such day as
certified for customs purposes by the Federal Reserve Bank of New York and
(iii) for any conversion of one foreign currency into dollars or another
foreign currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the dollars or foreign
currency into which conversion is being made could be purchased with the
foreign currency from which conversion is being made from major banks located
in either New York City, London or any other principal market for dollars or
such purchased foreign currency. In the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii)
the Trustee shall use, in its sole discretion and without liability on its
part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City, London or other principal market for such Currency or Currency unit in
question, or such other
quotations as the Trustee shall deem appropriate. Unless otherwise specified
by the Trustee, if there is more than one market for dealing in any Currency or
Currency unit by reason of foreign exchange regulations or otherwise, the
market to be used in respect of such Currency or Currency unit shall be that
upon which a nonresident issuer of


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securities designated in such Currency or
Currency unit would purchase such Currency or Currency unit in order to make
payments in respect of such securities. The provisions of this paragraph shall
apply in determining the equivalent number of votes that each Securityholder or
proxy shall be entitled to pursuant to Section 9.05, in respect of Debt
Securities of a series denominated in a currency other than U.S. Dollars.


     All decisions and determinations of the Corporation regarding the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Corporation and all Holders.








ARTICLE NINE


SECURITYHOLDERS’ MEETINGS








SECTION 9.01. PURPOSES OF MEETINGS. A meeting of Securityholders of any or all
series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:


                    (1) to give any notice to the Corporation or to the Trustee, or to give
any directions to the Trustee, or to waive any default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article Six;


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


                    (3) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 10.02; or


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








SECTION 9.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a
meeting of Holders of Debt Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London, as the Trustee shall
determine. Notice of every meeting of the Holders of Debt Securities of any or
all series, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given (i) if
any Unregistered Securities of a series that may be affected by the action
proposed to be taken at such meeting are then outstanding, to all Holders
thereof, by publication at least twice in an Authorized Newspaper in the
Borough of Manhattan, The City of
New York and at least twice in an Authorized Newspaper in London (and, if
required by Section 4.04, at least once in an Authorized Newspaper in
Luxembourg) prior to the date fixed for the meeting, the first publication, in
each case, to be not less than twenty nor more than one hundred eighty days
prior to the date fixed for the meeting and the last publication to be not more
than five days prior to the date fixed for the meeting, (ii) if any
Unregistered Securities of a series that may be affected by


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the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof who
have filed their names and addresses with the Trustee as described in Section
313(c) of the Trust Indenture Act of 1939, by mailing such notice to such
Holders at such addresses, not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting and (iii) to all Holders of
then outstanding Registered Securities of each series that may be affected by
the action proposed to be taken at such meeting, by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register, not
less than twenty nor more than one hundred eighty days prior to the date fixed
for the meeting. Failure of any Holder or Holders to receive such notice, or
any defect therein, shall in no case affect the validity of any action taken at
such meeting. Any meeting of Holders of Debt Securities of all or any series
shall be valid without notice if the Holders of all such Debt Securities
outstanding, the Corporation and the Trustee are present in person or by proxy
or shall have waived notice thereof before or after the meeting. The Trustee
may fix, in advance, a date as the record date for determining the Holders
entitled to notice of or to vote at any such meeting at not less than twenty or
more than one hundred eighty days prior to the date fixed for such meeting.








SECTION 9.03. CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS. In case at
any time the Corporation, pursuant to a Board Resolution, or the Holders of at
least ten percent in aggregate principal amount of the Debt Securities of any
or all series, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of any or all series to take any
action authorized in Section 9.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed or published, as provided in Section 9.02, the
notice of such meeting within thirty days after receipt of such request, then
the Corporation or the Holders of such Debt Securities in the amount above
specified may determine the time and the place in said Borough of Manhattan,
The City of New York or London for such meeting and may call such meeting to
take any action authorized in Section 9.01, by mailing notice thereof as
provided in Section 9.02.








SECTION 9.04. QUALIFICATION FOR VOTING. To be entitled to vote at any meeting
of Securityholders a person shall be a Holder of one or more Debt Securities of
a series with respect to which a meeting is being held or a person appointed by
instrument in writing as proxy by such a Holder. The only persons who shall be
entitled to be present or to speak at any meeting of the Securityholders shall
be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Corporation and its counsel.








SECTION 9.05. REGULATIONS.
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Debt Securities and of
the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.


     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 9.03, in which case
the Corporation or the Securityholder calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent


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chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a
majority in principal amount of the Debt Securities represented at the meeting
and entitled to vote.


     Subject to the provisions of Sections 8.01 and 8.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each U.S. $1,000
principal amount of Debt Securities (or such other minimum denomination
specified by the Debt Securities of any series) held or represented by him, her
or it; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Debt Security challenged as not outstanding and ruled by the
chairman of the meeting not to be outstanding. The chairman of the meeting
shall have no right to vote except as a Securityholder or proxy. Any meeting
of Securityholders duly called pursuant to the provisions of Section 9.02 or
9.03 may be adjourned from time to time, and the meeting may be held as so
adjourned without further notice.








SECTION 9.06. VOTING. The vote upon any resolution submitted to any meeting of
Securityholders shall be by written ballot on which shall be subscribed the
signatures of the Securityholders or proxies and on which shall be inscribed
the identifying number or numbers or to which shall be attached a list of
identifying numbers of the Debt Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
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 affidavit by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 9.02 or Section 9.03. The record shall be signed
and verified by the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Corporation and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.


     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.








ARTICLE TEN


SUPPLEMENTAL INDENTURES








SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The
Corporation, when authorized by Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of
1939) for one or more of the following purposes:


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


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            (b) to add to the covenants of the Corporation such further covenants,
restrictions, conditions or provisions as its Board of Directors and the
Trustee shall consider to be for the protection of the Holders of Debt
Securities of any or all series, or the Coupons appertaining to such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to any or all series
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth, with such period of grace, if any, and
subject to such conditions as such supplemental indenture may provide;


            (c) to add or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Debt
Securities of any series in bearer form, registrable or not registrable as to
principal, and with or without interest Coupons, and to provide for
exchangeability of such Debt Securities with Debt Securities issued hereunder
in fully registered form and to make all appropriate changes for such purpose,
and to add or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of uncertificated Debt
Securities of any series;


            (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not adversely affect the interests of the
Holders of any series of Debt Securities or any Coupons appertaining to such
Debt Securities;


            (e) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee;


            (f) to evidence and provide for the acceptance and appointment hereunder
by a successor trustee with respect to the Debt Securities of one or more
series and to add or change 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 Section 7.11;


            (g) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03; and


            (h) to change or eliminate any provision of this Indenture, provided that
any such change or elimination (i) shall become effective only when there is no
Debt Security outstanding of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision or
(ii) shall not apply to any Debt Security outstanding.


     The Trustee is hereby authorized to join with the Corporation in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture that adversely affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


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     Any supplemental indenture authorized by the provisions of this Section
may be executed by the Corporation and the Trustee without the consent of the
Holders of any of the Debt Securities at the time outstanding, notwithstanding
any of the provisions of Section 10.02.








SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With
the consent (evidenced as provided in Section 8.01) of the Holders of not less
than a majority in the aggregate principal amount of the Debt Securities of all
series at the time outstanding affected by such supplemental indenture (voting
as one class), the Corporation, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indentures or modifying in any manner the rights of the
Holders of the Debt Securities of each such series or any Coupons appertaining
to such Debt Securities; provided, however, that no such supplemental indenture
shall (i) change the fixed maturity of any Debt Securities, or reduce the
principal amount thereof (or premium, if any), or reduce the rate or extend the
time of payment of any interest or Additional Amounts thereon or reduce the
amount due and payable upon acceleration of the maturity thereof or the amount
provable in bankruptcy, or make the principal of (premium, if any) or interest,
if any, or Additional Amounts, if any, on any Debt Security payable in any coin
or currency other than that provided in such Debt Security, (ii) impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity (or, in the case of redemption, on or after the Redemption
Date) or (iii) reduce the aforesaid percentage of Debt Securities, the consent
of the Holders of which is required for any such supplemental indenture, or the
percentage required for the consent of the Holders pursuant to Section 6.01 to
waive defaults, without the consent of the Holder of each Debt Security so
affected.


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


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


     Promptly after the execution and delivery by the Corporation and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice of such supplemental indenture (i) to
the Holders of then outstanding Registered Securities of each series affected
thereby, by mailing a notice thereof by first class mail to such Holders at
their addresses as they shall appear on the Security Register, (ii) if any
Unregistered Securities of a series affected thereby are then outstanding, to
the Holders thereof who have filed their names and addresses with the Trustee
as described in Section 313(c) of the Trust Indenture Act, by mailing a notice
thereof by first class mail to such Holders at such addresses as were so
furnished


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to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then outstanding, to all Holders thereof, by Publication
of a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Corporation to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.








SECTION 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to the provisions of
this Article Ten shall comply with the Trust Indenture Act of 1939. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article Ten, this Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Corporation and the Holders of Debt Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


     The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be
provided an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of
this Article Ten.








SECTION 10.04. NOTATION ON DEBT SECURITIES. Debt Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Ten may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental indenture. New
Debt Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Corporation, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Corporation, authenticated by the Trustee and delivered, without charge to
the Securityholders, in exchange for the Debt Securities of such series then
outstanding.








ARTICLE ELEVEN


CONSOLIDATION, MERGER, SALE OR CONVEYANCE








SECTION 11.01. CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The
Corporation covenants that it will not merge or consolidate with any other
entity or sell or convey all or substantially all of its assets to any person
or entity, unless (i) either the Corporation shall be the continuing
corporation, or the successor entity (if other than the Corporation) shall be
an entity organized and existing under the laws of the United States of America
or any State thereof and such successor entity shall expressly assume, by a
supplemental indenture in form satisfactory to the Trustee and executed and
delivered to the Trustee by such successor entity, the due and punctual payment
of the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on all the Debt Securities and any Coupons, according to their
tenor, and the due and punctual performance and observance of


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all of the
covenants and conditions of this Indenture to be performed or satisfied by the
Corporation, (ii) immediately after giving effect to such merger or
consolidation, or such sale or conveyance, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing and (iii) the Corporation shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating, that such consolidation, merger, sale or conveyance and such
supplemental indenture, and any such assumption by the successor entity,
complies with the provisions of this Article Eleven.








SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance and upon any such assumption by the
successor entity, such successor entity shall succeed to and be substituted for
the Corporation, with the same effect as if it had been named herein as the
party of the first part. Such successor entity thereupon may cause to be
signed, and may issue either in its own name or in the name of Delphi
Automotive Systems Corporation, any or all of the Debt Securities, and any
Coupons appertaining thereto, issuable hereunder which theretofore shall not
have been signed by the Corporation and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Corporation, and subject to all
the terms, conditions and limitations prescribed in this Indenture, the Trustee
shall authenticate and shall deliver any Debt Securities or Coupons which
previously shall have been signed and delivered by the officers of the
Corporation to the Trustee for authentication, and any Debt Securities or
Coupons that such successor entity thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Debt Securities, and any
Coupons appertaining thereto, so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt Securities or Coupons
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Debt Securities, and any Coupons appertaining thereto,
had been issued at the date of the execution hereof.


     In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form (but not in substance) may be made in the Debt
Securities and Coupons thereafter to be issued as may be appropriate.








SECTION 11.03. CERTIFICATE TO TRUSTEE. On or before April 1, 2004, and on or
before April 1 in each year thereafter, the Corporation will deliver to the
Trustee an Officers’ Certificate signed by the Corporation’s principal
executive officer, principal financial officer or principal accounting officer,
as to such Officer’s knowledge of the Corporation’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 provided under
this Indenture), as required by Section 314(a)(4) of the Trust Indenture Act of
1939.








ARTICLE TWELVE


SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONIES








SECTION 12.01. DISCHARGE OF INDENTURE. If at any time (i) the Corporation
shall have delivered to the Trustee for cancellation all Debt Securities of any
series theretofore authenticated (other than any Debt Securities of such series
and Coupons pertaining thereto that



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shall have been destroyed, lost or stolen
and that shall have been replaced or paid as provided in Section 2.07) or (ii)
all Debt Securities of any series and any Coupons appertaining to such Debt
Securities not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Corporation shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount (other than monies repaid by the Trustee or any paying
agent to the Corporation in accordance with Sections 12.04 or 12.05) sufficient
to pay at maturity or upon redemption or repayment all Debt Securities of such
series and all Coupons appertaining to such Debt Securities not theretofore
delivered to the Trustee for cancellation (other than any Debt Securities of
such series and Coupons pertaining thereto that shall have been destroyed, lost
or stolen and that shall have been replaced or paid as provided in Section
2.07), including principal (and premium, if any), interest, if any, and
Additional Amounts, if any, due or to become due to such date of maturity,
Redemption Date or Repayment Date, as the case may be, and if in either case
the Corporation shall also pay or cause to be paid all other sums payable
hereunder by the Corporation with respect to such series, then this Indenture
shall cease to be of further effect with respect to the Debt Securities of such
series or any Coupons appertaining to such Debt Securities, and the Trustee, on
demand of and at the cost and expense of the Corporation and subject to Section
14.04, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to the
Debt Securities of such series and all Coupons appertaining to such Debt
Securities. The Corporation agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Debt Securities of such series or any
Coupons appertaining to such Debt Securities.








SECTION 12.02. SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBT SECURITIES OF ANY
SERIES. If pursuant to Section 2.01 provision is made for the defeasance of
Debt Securities of a series, then the provisions of this Section 12.02 shall be
applicable except as otherwise specified as contemplated by Section 2.01 for
Debt Securities of such series. At the Corporation’s option, either (a) the
Corporation shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Debt Securities of any such series and the Trustee, at
the expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness or (b) the Corporation shall
cease to be under any obligation to comply with any term, provision, condition
or covenant specified as contemplated by Section 2.01, when


            (a) either


                    (1) with respect to all outstanding Debt Securities of such series,


                         (A) the Corporation has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount (in such currency in
which such outstanding Debt Securities and any related Coupons are then
specified as payable at Stated Maturity) sufficient to pay and discharge the
entire indebtedness of all outstanding Debt Securities of such series for
principal (and premium, if any), interest, if any, and Additional Amounts, if
any, to the Stated Maturity or any Redemption Date as contemplated by the last
paragraph of this Section 12.02, as the case may be; or



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                         (B) the Corporation has deposited or caused to be deposited with the
Trustee as obligations in trust for the purpose such amount of direct
noncallable obligations of, or noncallable obligations the payment of principal
of and interest on which is fully guaranteed by, the United States of America,
or to the payment of which obligations or guarantees the full faith and credit
of the United States of America is pledged, maturing as to principal and
interest in such amounts and at such times as will, together with the income to
accrue thereon (but without reinvesting any proceeds thereof), be sufficient to
pay and discharge the entire indebtedness on all outstanding Debt Securities of
such series for principal (and premium, if any), interest, if any, and
Additional Amounts , if any, to the Stated Maturity or any Redemption Date as
contemplated by the last paragraph of this Section 12.02, as the case may be;
or


                    (2) the Corporation has properly fulfilled such other terms and conditions
of the satisfaction and discharge as is specified, as contemplated by Section
2.01, as applicable to the Debt Securities of such series, and


            (b) the Corporation has paid or caused to be paid all other sums payable
with respect to the outstanding Debt Securities of such series, and


            (c) The Corporation has delivered to the Trustee an Opinion of Counsel
stating that (i) the Corporation has received from, or there has been published
by, the Internal Revenue Service a ruling or (ii) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the outstanding Debt Securities and any related
Coupons will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
Federal income tax on the same amounts and in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge
had not occurred, and


            (d) the Corporation has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all outstanding Debt Securities of any such series have been
complied with.


     Any deposits with the Trustee referred to in Section 12.02(a)(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any
outstanding Debt Securities of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to an optional redemption provision or in
accordance with any mandatory sinking fund requirement or otherwise, the
applicable escrow trust agreement shall provide therefor and the Corporation
shall make such arrangements as are satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Corporation.








SECTION 12.03. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE. All monies
deposited with the Trustee pursuant to Section 12.01 or 12.02 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Corporation acting as its own paying agent), to the
Holders of the particular Debt Securities and


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of any Coupons appertaining to
such Debt Securities for the payment or redemption of which such monies have
been deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any), interest, if any, and Additional Amounts, if
any.








SECTION 12.04. PAYING AGENT TO REPAY MONIES HELD. In connection with the
satisfaction and discharge of this Indenture with respect to Debt Securities of
any series, all monies with respect to such Debt Securities then held by any
paying agent under the provisions of this Indenture shall, upon demand of the
Corporation, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from any further liability with respect to such monies.








SECTION 12.05. RETURN OF UNCLAIMED MONIES. Any monies deposited with or paid
to the Trustee or any paying agent for the payment of the principal of (and
premium, if any), interest, if any, and Additional Amounts, if any, on any Debt
Security and not applied but remaining unclaimed for two years after the date
upon which such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, shall have
become due and payable, shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Corporation by the Trustee or such paying agent on demand, and
the Holder of such Debt Security or any Coupon appertaining to such Debt
Security shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, thereafter look only to the
Corporation for any payment that such Holder may be entitled to collect and all
liability of the Trustee or any paying agent with respect to such monies shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to monies
deposited with it or any payment in respect of Unregistered Securities of any
series, may at the expense of the Corporation cause to be published once, in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and once
in an Authorized Newspaper in London (and, if required by Section 4.04, at
least once in an Authorized Newspaper in Luxembourg), notice that such monies
remain and that, after a date specified therein, which shall not be less than
thirty days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Corporation.








ARTICLE THIRTEEN


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS








SECTION 13.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or any indenture supplemental hereto, or in any Debt Security, or
because or on account of any indebtedness evidenced thereby, shall be had
against any past, present or future incorporator, stockholder, officer or
director, or other applicable principal, as such, of the Corporation or of any
successor entity, either directly or through the Corporation or any successor
entity, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Debt Securities by the Holders thereof and as part of the
consideration for the issue of the Debt Securities and Coupons.



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ARTICLE FOURTEEN


MISCELLANEOUS PROVISIONS








SECTION 14.01. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND SECURITYHOLDERS.
Nothing in this Indenture or in the Debt Securities or Coupons, expressed or
implied, shall give or be construed to give to any Person, other than the
parties hereto and their successors and the Holders of the Debt Securities or
Coupons, any legal or equitable right, remedy or claim under this Indenture or
under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their
successors and of the Holders of the Debt Securities or Coupons.








SECTION 14.02. PROVISIONS BINDING ON CORPORATION’S SUCCESSORS. All the
covenants, stipulations, promises and agreements contained in this Indenture by
or on behalf of the Corporation shall bind its successors and assigns, whether
so expressed or not.








SECTION 14.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Debt Securities to or on the Corporation may
be given or served by being deposited postage prepaid first class mail in a
post office letter box addressed (until another address is filed by the
Corporation with the Trustee), as follows: Delphi Corporation, 5725 Delphi
Drive, Troy, Michigan 48098, Attention General Counsel. Any notice, direction,
request or demand by any Securityholder to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or made in
writing at its Corporate Trust Office, which is, at the date of this Indenture,
1111 Polaris Parkway, Mail Code OH1-0181, Columbus, Ohio 43240, Attention:
Global Corporate Trust Securities; fax 614-248-5195.








SECTION 14.04. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any
application or demand by the Corporation to the Trustee to take any action
under any of the provisions of this Indenture, the Corporation shall furnish to
the Trustee an Officers’ Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.


     Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition, (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (3) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.



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SECTION 14.05. LEGAL HOLIDAYS. In any case where the Interest Payment Date,
Stated Maturity Date or the Redemption Date of any Debt Securities shall not be
a Business Day in a city where payment thereof is to be made, then payment of
any interest, premium or Additional Amounts on, or principal of, such Debt
Securities or exchange of Debt Securities need not be made on such date in such
city but may be made on the next succeeding Business Day with the same force
and effect as if made on the date
of maturity or the date fixed for redemption, or exchange, and no interest
shall accrue for the period after such date.








SECTION 14.06. TRUST INDENTURE ACT TO CONTROL. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”),
such incorporated provision shall control.








SECTION 14.07. EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same instrument.








SECTION 14.08. NEW YORK CONTRACT. This Indenture and each Debt Security shall
be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be governed by and construed in accordance with the laws
of said State, regardless of the laws that might otherwise govern under
applicable New York principles of conflicts of law and except as may otherwise
be required by mandatory provisions of law. Any claims or proceedings in
respect of this Indenture shall be heard in a federal or state court located in
the State of New York.








SECTION 14.09. JUDGMENT CURRENCY. The Corporation agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purposes of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Debt Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in he City of New York the Required Currency with the Judgment
Currency on the date on which final unappealable judgment is entered, unless
such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day next preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, “New York Banking
Day” means any day except a Saturday, Sunday
or a legal holiday in The City of New York or a day on which banking
institutions in The City of New York are authorized or required by law or
executive order to close.



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SECTION 14.10. SEVERABILITY OF PROVISIONS. Any prohibition, invalidity or
unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions
in any other jurisdiction.








SECTION 14.11. CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN
CIRCUMSTANCES. Whenever in this Indenture the Corporation shall be required to
do or not to do any thing so long as any of the Debt Securities of any series
shall be Outstanding, the Corporation shall, notwithstanding any such
provision, not be required to comply with such provisions if it shall be
entitled to have this Indenture satisfied and discharged pursuant to the
provisions hereof, even though in either case the Holders of any of the Debt
Securities of that series shall have failed to present and surrender them for
payment pursuant to the terms of this Indenture.








ARTICLE FIFTEEN


SINKING FUNDS








SECTION 15.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall
be applicable to any sinking fund for the retirement of Debt Securities of a
series except as otherwise specified as contemplated by Section 2.01 for Debt
Securities of such series.


     The minimum amount of any sinking fund payment provided for by the terms
of Debt Securities of any series is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by
the term of Debt Securities of any series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to reduction as
provided in Section 15.02. Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of
Debt Securities of such series.








SECTION 15.02. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES. The
Corporation (1) may deliver Outstanding Debt Securities of a series (other than
any previously called for redemption), together in the case of any Unregistered
Securities of such series with all unmatured Coupons, and (2) may apply as a
credit Debt Securities of a series which have been redeemed either at the
election of the Corporation pursuant to the terms of such Debt Securities or
through the application of permitted optional sinking fund payments pursuant
to the terms of such Debt Securities, in each case in satisfaction of all or
any part of any sinking fund payment with respect to the Debt Securities of
such series required to be made pursuant to the terms of such Debt Securities
as provided for by the terms of such series; provided that such Debt Securities
have not been previously so credited. Such Debt Securities shall be received
and credited for such purpose by the Trustee at the Redemption Price specified
in such Debt Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly. If
as a result of the delivery or credit of Debt




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Securities in lieu of cash
payments pursuant to this Section 15.02, the principal amount of Debt
Securities to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debt Securities for
redemption, except upon Corporation Order, and such cash payment shall be held
by the Trustee or a Paying Agent and applied to the next succeeding sinking
fund payment, provided, however, that the Trustee or such Paying Agent shall at
the request of the Corporation from time to time pay over and deliver to the
Corporation any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Corporation to the Trustee of Debt Securities purchased by
the Corporation having an unpaid principal amount equal to the cash payment
requested to be released to the Corporation.








SECTION 15.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for any series of Debt
Securities (unless a shorter period shall be satisfactory to the Trustee), the
Corporation will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash, the portion thereof, if any, which is to be satisfied by
crediting Debt Securities of that series pursuant to Section 15.02 and the
basis for any such credit and, prior to or concurrently with the delivery of
such Officers’ Certificate, will also deliver to the Trustee any Debt
Securities to be so credited and not theretofore delivered to the Trustee. Not
less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 15.03 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Corporation in the manner
provided in Section 3.02. Such notice having been duly given, the redemption
of such Debt Securities shall be made upon the terms and in the manner stated
in Sections 3.03 and 3.04.








ARTICLE SIXTEEN


REPAYMENT AT THE OPTION OF HOLDERS








SECTION 16.01. APPLICABILITY OF ARTICLE. Debt Securities of any series that
are repayable at the option of the Holders thereof before their Stated Maturity
shall be repaid in accordance with their terms and (except as otherwise
specified pursuant to Section 2.01 for Debt Securities of such series) in
accordance with this Article.








SECTION 16.02. REPAYMENT OF DEBT SECURITIES. Each Debt Security that is
subject to repayment in whole or in part at the option of the Holder thereof on
a Repayment Date shall be repaid at the applicable Repayment Price together
with interest accrued to such Repayment Date as specified pursuant to Section
2.01.








SECTION 16.03. EXERCISE OF OPTION; NOTICE. Each Holder desiring to exercise
such Holder’s option for repayment shall, as conditions to such repayment,
surrender the Debt Security to be repaid in whole or in part together with
written notice of the exercise of such option at any office or agency of the
Corporation in a Place of Payment, not less than 30 nor more than 45 days prior
to the Repayment Date; provided, however, that surrender of Unregistered
Securities together with written notice of exercise of such option shall be
made at an office or agency located outside the United States except as
otherwise provided in



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Section 4.02. Such notice, which shall be irrevocable,
shall specify the principal amount of such Debt Security to be repaid, which
shall be equal to the minimum authorized denomination for such Debt Security or
an integral multiple thereof, and shall identify the Debt Security to be repaid
and, in the case of a partial repayment of the Debt Security, shall specify the
denomination or denominations of the Debt Security or Debt Securities of the
same series to be issued to the Holder for the portion of the principal of the
Debt Security surrendered which is not to be repaid.


     If any Unregistered Security surrendered for repayment shall not be
accompanied by all unmatured Coupons and all matured Coupons in default, such
Unregistered Security may be paid after deducting from the Repayment Price an
amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Corporation and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Unregistered Security shall surrender to the Trustee or any
Paying Agent any such missing Coupon in respect of which a deduction shall have
been made from the Repayment Price, such Holder shall be entitled to receive
the amount so deducted without interest thereon; provided, however, that
interest represented by Coupons shall be payable only at an office or agency
located outside the United States except as otherwise provided in Section 4.02.


     The Corporation shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Debt Securities of the same series, of
any authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Registered
Security so surrendered which is not to be repaid.


     The Corporation shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Unregistered Security so
surrendered a new Registered Security or Debt Securities or new Unregistered
Security or Debt Securities (and all unmatured Coupons and matured Coupons in
default) or any combination thereof of the same series of any authorized
denomination or denominations specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the principal of the Debt
Security so surrendered which is not to be paid; provided, however, that the
issuance of a Registered Security therefor shall be subject to applicable laws
and regulations, including provisions of the United States federal income tax
laws and regulations in effect at the time of the exchange; neither the
Corporation, the Trustee nor the Security Registrar shall issue Registered Securities
for Unregistered Securities if it has received an Opinion of Counsel that as a
result of such issuance the Corporation would suffer adverse consequences under
the United States federal income tax laws then in effect and the Corporation
has delivered to the Trustee a Corporation Order directing the Trustee not to
make such issuances thereafter unless and until the Trustee receives a
subsequent Corporation Order to the contrary. The Corporation shall deliver
copies of such Corporation Order to the Security Registrar.


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




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SECTION 16.04. ELECTION OF REPAYMENT BY REMARKETING ENTITIES. The Corporation
may elect, with respect to Debt Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity, at any time
prior to any Repayment Date to designate one or more Remarketing Entities to
purchase, at a price equal to the Repayment Price, Debt Securities of such
series from the Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 16.03.








SECTION 16.05. DEBT SECURITIES PAYABLE ON THE REPAYMENT DATE. Notice of
exercise of the option of repayment having been given and the Debt Securities
so to be repaid having been surrendered as aforesaid, such Debt Securities
shall, unless purchased in accordance with Section 16.04, on the Repayment Date
become due and payable at the price therein specified and from and after the
Repayment Date such Debt Securities shall cease to bear interest and shall be
paid on the Repayment Date, and the Coupons to Unregistered Securities so to be
repaid, except to the extent provided above, shall be void, unless the
Corporation shall default in the payment of such price, in which case the
Corporation shall continue to be obligated for the principal amount of such
Debt Securities and shall be obligated to pay interest on such principal amount
at the rate borne by such Debt Securities from time to time until payment in
full of such principal amount.








ARTICLE SEVENTEEN


SUBORDINATION OF DEBT SECURITIES








SECTION 17.01. DEBT SECURITIES SUBORDINATE TO SENIOR DEBT. The Corporation
covenants and agrees that anything in this Indenture or the Debt Securities of
any series to the contrary notwithstanding, the indebtedness evidenced by the
Debt Securities of each series or any Coupons appurtenant thereto is
subordinate and junior in right of payment to all Senior Debt to the extent
provided herein, and each Holder of Debt Securities of each series or any
Coupons appurtenant thereto, by such Holder’s acceptance thereof, likewise
covenants and agrees to the subordination herein provided and shall be bound by
the provisions hereof. Senior Debt shall continue to be Senior Debt and
entitled to the benefits of these subordination
provisions irrespective of any amendment, modification or waiver of any term of
the Senior Debt or extension or renewal of the Senior Debt.


     In the event that the Corporation shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Debt when the same
become due and payable, whether at maturity or at a date fixed for prepayment
or by declaration of acceleration or otherwise, then, upon written notice of
such default to the Corporation by the Holders of Senior Debt or any trustee
therefor, unless and until such default shall have been cured or waived or
shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of (or premium, if any) or interest on any of the Debt
Securities, or in respect of any redemption, repayment, retirement, purchase or
other acquisition of any of the Debt Securities.



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     In the event of


            (a) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the
Corporation, its creditors or its property,


            (b) any proceeding for the liquidation, dissolution or other winding up of
the Corporation, voluntary or involuntary, whether or not involving insolvency
or bankruptcy proceedings,


            (c) any assignment by the Corporation for the benefit of creditors, or


            (d) any other marshalling of the assets of the Corporation,


all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Debt Securities or Coupons on account thereof. Any
payment or distribution, whether in cash, securities or other property (other
than securities of the Corporation or any other corporation provided for by a
plan of reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in these subordination provisions with respect to
the indebtedness evidenced by the Debt Securities, to the payment of all Senior
Debt at the time outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect
of the Debt Securities of any series or any Coupons appurtenant thereto shall
be paid or delivered directly to the Holders of Senior Debt in accordance with
the priorities then existing among such Holders until all Senior Debt
(including any interest thereon accruing after the commencement of any such
proceedings) shall have been paid in full. In the event of any such
proceeding, after payment in full of all sums owing with respect to Senior
Debt, the Holders of the Debt Securities and Coupons, together with the Holders
of any obligations of the Corporation ranking on a parity with the Debt
Securities, shall be entitled to be paid from the remaining assets of the
Corporation the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Debt Securities and such
other obligations before any payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any capital
stock or any obligations of the Corporation ranking junior to the Debt
Securities and such other obligations.


     In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Corporation or any other
corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the Debt
Securities, to the payment of all Senior Debt at the time outstanding and to
any securities issued in respect thereof under any such plan of reorganization
or readjustment), shall be received by the Trustee or any Holder in
contravention of any of the terms hereof such payment or distribution or
security shall be received in trust for the benefit of, and shall be paid over
or delivered and transferred to, the holders of the Senior Debt at the time
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt in full. In the event of the
failure of the Trustee or



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any Holder to endorse or assign any such payment,
distribution or security, each holder of Senior Debt is hereby irrevocably
authorized to endorse or assign the same.


     No present or future holder of any Senior Debt shall be prejudiced in the
right to enforce subordination of the indebtedness evidenced by the Debt
Securities by any act or failure to act on the part of the Corporation.
Nothing contained herein shall impair, as between the Corporation and the
Holders of Debt Securities of each series, the obligation of the Corporation to
pay to such Holders the principal of (and premium, if any) and interest upon
such Debt Securities and Coupons, or prevent the Trustee or the Holder from
exercising all rights, powers and remedies otherwise permitted by applicable
law or hereunder upon a default or Event of Default hereunder, all subject to
the rights of the holders of the Senior Debt to receive cash, securities or
other property otherwise payable or deliverable to the Holders.


     Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding. Upon the payment in full of
all Senior Debt, the Holders of Debt Securities of each series and Coupons, if
any, shall be subrogated to all rights of any holders of Senior Debt to receive
any further payments or distributions applicable to the Senior Debt until the
indebtedness evidenced by the Debt Securities of such series and Coupons, if
any, shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Debt, shall, as between the Corporation and its creditors other than the
holders of Senior Debt, on the one hand, and such Holders, on the other hand,
be deemed to be a payment by the Corporation on account of Senior Debt, and not
on account of the Debt Securities of such series.


     The Trustee and Holders will take action (including, without limitation,
the delivery of this Indenture to an agent for the holders of Senior Debt or
consent to the filing of a financing statement with respect hereto) as may, in
the opinion of counsel designated by the holders of a majority in principal
amount of the Senior Debt at the time outstanding, be necessary or appropriate
to assure the effectiveness of the subordination effected by these provisions.


     The provisions of this Section 17.01 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Corporation in
respect of any security interest the creation of which is not prohibited by the
provisions of this Indenture.


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








SECTION 17.02. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE
OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF
SENIOR DEBT; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR DEBT. Upon any payment
or distribution of assets of the Corporation referred to in this Article
Seventeen, the Trustee and the Holders shall be entitled to rely upon an order
or decree made by any court of competent jurisdiction in which such dissolution
or winding up or liquidation or reorganization or arrangement proceedings are
pending or upon a



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certificate of the trustee in bankruptcy, receiver, assignee
for the benefit of creditors or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Debt and other indebtedness of the Corporation, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Seventeen. In
the absence of any such bankruptcy trustee, receiver, assignee or other Person,
the Trustee shall be entitled to rely upon a written notice by a Person
representing himself or herself to be a holder of Senior Debt (or a trustee or
representative on behalf of such holder) as evidence that such Person is a
holder of such Senior Debt (or is such a trustee or representative). In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any person as holder of Senior Debt to
participate in any payments or distributions pursuant to this Article
Seventeen, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, as to the extent to which such Person is entitled to participate
in such payment or distribution, and as to other facts pertinent to the rights
of such Person under this Article Seventeen, 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 payment. The Trustee,
however, shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt.








SECTION 17.03. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article Seventeen or elsewhere in this Indenture, or in any of the Debt
Securities, shall prevent (a) the Corporation at any time, except during the
pendency of any dissolution, winding up, liquidation or reorganization
proceedings referred to in, or under the conditions described in, Section
17.01, from making payments of the principal of (or premium, if any) or
interest on the Debt Securities or (b) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest on the Debt Securities, if, at the time of such
deposit, the Trustee or such Paying Agent, as the case may be, did not have the
written notice provided for in Section 17.04 of any event prohibiting the
making of such deposit, or if, at the time of such deposit (whether or not in trust)
by the Corporation with the Trustee or any Paying Agent (other than the
Corporation) such payment would not have been prohibited by the provisions of
this Article, and the Trustee or any Paying Agent shall not be affected by any
notice to the contrary received by it on or after such date.








SECTION 17.04. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION. Anything in
this Article Seventeen or elsewhere in this Indenture contained to the contrary
notwithstanding, the Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of
money to or by the Trustee and shall be entitled conclusively to assume that no
such facts exist and that no event specified in Section 17.01 has happened,
unless and until a Responsible Officer of the Trustee shall have received
written notice to that effect from the Corporation or signed by or on behalf of
the holder or holders or their representatives, of Senior Debt who shall have
been certified by the Corporation or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives or
from any trustee under the indenture pursuant to which such Senior Debt shall
be outstanding; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 7.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice



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provided for in this Section at
least three Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Security), then, anything herein
contained to the contrary notwithstanding, but without limiting the rights and
remedies of the holders of Senior Debt or any representatives therefor, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within two
Business Days prior to such date. Any notice required or permitted to be given
to the Trustee by a holder of Senior Debt or by any representatives thereof
shall be in writing and shall be sufficient for every purpose hereunder if in
writing and either (i) sent via facsimile to the Trustee, the receipt of which
shall be confirmed via telephone, or (ii) mailed, first class postage prepaid,
or sent by overnight carrier, to the Trustee addressed to its Corporate Trust
Office or to any other address furnished in writing to such holder of Senior
Debt by the Trustee. The Corporation shall give prompt written notice to the
Trustee and to the Paying Agent of any facts that would prohibit the payment of
money to or by the Trustee or any Paying Agent.








SECTION 17.05. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of Debt
Securities or Coupons by such Holder’s acceptance thereof authorizes and
directs the Trustee in such Holder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination as between such Holder
and holders of Senior Debt as provided in this Article and appoints the Trustee
its attorney-in-fact for any and all such purposes.








SECTION 17.06. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT. The Trustee shall
be entitled to all the rights set forth in this Article with respect to any
Senior Debt which may at the time be held by it, to the same extent as any
other holder of Senior Debt, provided that nothing in this Article shall
deprive the Trustee of any rights as such holder and
provided further that nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.








SECTION 17.07. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the
Corporation 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 the Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Sections 17.04 and 17.06 shall not apply to the Corporation or any Affiliate of
the Corporation if the Corporation or such Affiliate acts as Paying Agent.








SECTION 17.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
CORPORATION OR HOLDERS OF SENIOR DEBT. No right of any present or future
holders of any Senior Debt to enforce subordination as herein provided shall at
any time or in any way be prejudiced or impaired by any act or failure to act
on the part of the Corporation or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Corporation with the terms,
provision and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Debt may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter



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any such Senior Debt, or amend or
supplement any instrument pursuant to which any such Senior Debt is issued or
by which it may be secured, or release any security therefor, or exercise or
refrain from exercising any other of their rights under the Senior Debt
including, without limitation, the waiver of default thereunder, all without
notice to or assent from the Holders of the Debt Securities or the Trustee and
without affecting the obligations of the Corporation, the Trustee or the
Holders of the Debt Securities under this Article.








ARTICLE EIGHTEEN



CONVERSION OF CONVERTIBLE SECURITIES









SECTION 18.01. APPLICABILITY OF ARTICLE. If an Officers’ Certificate or
supplemental indenture pursuant to Section 2.01 provides that the Debt
Securities of a series shall be Convertible Securities, Debt Securities of such
series shall be convertible in accordance with their terms and (except as
otherwise specified in such Officers’ Certificate or supplemental indenture) in
accordance with this Article. In case by reason of the operation of this
Article Eighteen, the Convertible Securities shall be convertible into any
other shares or other securities or property of the Corporation or any other
corporation, any reference in this Indenture to the conversion of Convertible
Securities pursuant to this Article Eighteen shall be deemed to refer to and
include conversion of Convertible Securities into such other shares or other
securities or property.








SECTION 18.02. RIGHT TO CONVERT. Subject to and upon compliance with the
provisions of this Article, the Holder of any Convertible Security shall have
the right, at such Holder’s option, at any time prior to the close of business
on the date set forth in the Officers’ Certificate delivered pursuant to
Section 2.01 hereof (or if such Convertible Security is called for redemption
or submitted for repayment, then in respect of such Convertible Security to and
including but not after the close of business on the second Business Day prior
to the Redemption or Repayment Date, as the case may be, unless the Corporation
shall default in the payment due) to convert the principal amount of any such
Convertible Security, or, in the case of any Convertible Security of a
denomination greater than $1,000, any portion (or such other minimum
denomination specified by the Convertible Securities pursuant to Section 2.01)
of such principal which is $1,000 (or such other minimum denomination) or an
integral multiple thereof, into that number of fully paid and nonassessable
shares of Common Stock (as such shares shall then be constituted) obtained by
dividing the principal amount of the Convertible Security or portion thereof
surrendered for conversion by the Conversion Price, by surrender of the
Convertible Security so to be converted in whole or in part in the manner
provided in Section 18.03. Such conversion shall be effected by the
Corporation.








SECTION 18.03. EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF COMMON STOCK ON
CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the
conversion privilege, the Holder of any Convertible Security to be converted in
whole or in part shall surrender such Convertible Security at an office or
agency maintained by the Corporation pursuant to Section 4.02, accompanied by
the funds, if any, required by the last paragraph of this Section, together
with written notice of conversion in the form provided on the Convertible
Securities, that the Holder elects to convert such Convertible Security or the
portion thereof specified in said notice. Such notice shall also state the
name or names (with address) in



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which the certificate or certificates for
shares of Common Stock which shall be deliverable on such conversion shall be
registered, and shall be accompanied by transfer taxes, if required pursuant to
Section 18.08. Each Convertible Security surrendered for conversion shall,
unless the shares deliverable on conversion are to be registered in the same
name as the registration of such Convertible Security, be duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Corporation
duly executed by, the Holder or such Holder’s duly authorized attorney.


     As promptly as practicable after the surrender of such Convertible
Security and the receipt of such notice and funds, if any, as aforesaid, the
Corporation shall deliver at such office or agency to such Holder, or on such
Holder’s written order, a certificate or certificates for the number of full
shares deliverable upon the conversion of such Convertible Security or portion
thereof in accordance with the provisions of this Article and a check or cash
in respect of any fractional interest in respect of a share of Common Stock
arising upon such conversion as provided in Section 18.04. In case any
Convertible Security of a denomination greater than $1,000 (or such other
minimum denomination) shall be surrendered for partial conversion and subject
to Section 2.04, the Corporation shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the Holder of the
Convertible Security so surrendered, without charge to such Holder, a new
Convertible Security or Convertible Securities in authorized denominations in
an aggregate principal amount equal to the unconverted portion of the
surrendered Convertible Security.


     Each conversion shall be deemed to have been effected on the date on which
such Convertible Security shall have been surrendered (accompanied by the
funds, if any, required by the last paragraph of this Section) and such notice
shall have been received by the Corporation, as aforesaid, and the person in
whose name any certificate or certificates for shares of Common Stock shall be
registrable upon such conversion shall be deemed to have become on said date
the holder of record of the shares represented thereby; provided, however, that
any such surrender on any date when the stock transfer books of the Corporation
shall be closed shall constitute the person in whose name the certificates are
to be registered as the record holder thereof for all purposes on the next
succeeding day on which stock transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date upon which such
Convertible Security shall have been surrendered.


     Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date shall (unless such Convertible Security or portion
thereof being converted shall have been called for redemption or submitted for
repayment on a date in such period) be accompanied by payment, in legal tender
or other funds acceptable to the Corporation, of an amount equal to the
interest otherwise payable on such Interest Payment Date on the principal
amount being converted; provided, however, that no such payment need be made if
there shall exist at the time of conversion a default on the payment of
interest on the Convertible Securities. An amount equal to such payment shall
be paid by the Corporation on such Interest Payment Date to the Holder of such
Convertible Security on such Regular Record Date, provided, however, that if
the Corporation shall default in the payment of interest on such Interest
Payment Date, such amount shall be paid to the person who made such required
payment. Except as provided above in this Section, no adjustment shall be made
for interest accrued on any Convertible Security converted or for dividends on
any shares issued upon the conversion of such Convertible Security as provided
in this Article.



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SECTION 18.04. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional
shares of Common Stock or scrip representing fractional shares shall be
delivered upon conversion of Convertible Securities. If more than one
Convertible Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be deliverable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Convertible Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of stock would be
deliverable upon the conversion of any Convertible Security or Convertible
Securities, the Corporation shall make an adjustment therefor in cash at the
current market value of such fractional share of stock. The market value of a
share of Common Stock shall be the Closing Price on the Business Day
immediately preceding the day on which the Convertible Securities (or specified
portions thereof) are deemed to have been converted.








SECTION 18.05. CONVERSION PRICE. The Conversion Price shall be as specified in
the form of Convertible Security hereinafter set forth, subject to adjustment
as provided in this Article.








SECTION 18.06. ADJUSTMENT TO CONVERSION PRICE. The Conversion Price shall be
adjusted from time to time as follows:


            (a) In case the Corporation shall (i) pay a dividend or make a
distribution on the Common Stock in shares of its capital stock (whether shares
of Common Stock or of capital stock of any other class), (ii) subdivide or
reclassify its outstanding Common Stock into a greater number of securities
(including Common Stock), or (iii) combine or reclassify its outstanding Common
Stock into a smaller number of securities (including Common Stock), the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the Holder of any Convertible Security thereafter surrendered for conversion
shall be entitled to receive the number of shares of capital stock of the
Corporation which such Holder would have owned or have been entitled to receive
after the happening of any of the events described above had such Convertible
Security been converted immediately prior to the happening of such event. An
adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date in the case of a dividend and shall become
effective immediately after the effective date in the case of a subdivision or
combination. If, as a result of an adjustment made pursuant to this subsection
(a), the Holder of any Convertible Security thereafter surrendered for
conversion shall become entitled to receive shares of two or more classes of
capital stock of the Corporation, the Board of Directors of the Corporation
(whose determination shall be conclusive and shall be described in a written
statement filed with the Trustee and any conversion agent) shall determine the
allocation of the adjusted Conversion Price between or among shares of such
classes of capital stock.


     In the event that at any time, as a result of an adjustment made pursuant
to this subsection (a) of this Section 18.06, the Holder of any Convertible
Security thereafter converted shall become entitled to receive any shares or
other securities of the Corporation other than shares of Common Stock,
thereafter the number of such other shares so received upon conversion of any
Convertible Security shall be subject to adjustment from time to time in any
manner and on



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terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 18.06, and
other provisions of this Article Eighteen with respect to the shares of Common
Stock shall apply on like terms to any such other shares or other securities.


            (b) In case the Corporation shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock (or securities
convertible into Common Stock) entitling them (for a period expiring within 45
days after such record date) to subscribe for or purchase Common Stock at a
price per share (or a conversion price per share) less than the current market
price per share of Common Stock (as defined in subsection (d) below) at such
record date, the Conversion Price in effect immediately prior thereto shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction
of which the numerator shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares which the aggregate
offering price of the total number of shares so offered (or the aggregate
initial conversion price of the convertible securities so offered) would
purchase at such current market price, and of which the denominator shall be
the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock offered for subscription or
purchase (or into which the convertible securities so offered are initially
convertible). Such
adjustment shall be made successively whenever such a record is fixed, and
shall become effective immediately after such record date. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such current market price, and in
determining the aggregate offering price of such shares, there shall be taken
into account any consideration determined by the Board of Directors of the
Corporation. Common Stock owned by or held for the account of the Corporation
or any majority owned subsidiary shall not be deemed outstanding for the
purpose of any adjustment required under this subsection (b).


            (c) In case the Corporation shall fix a record date for making a
distribution to all holders of its Common Stock evidences of its indebtedness
or assets (excluding regular quarterly or other periodic or recurrent cash
dividends or distributions paid from retained earnings of the Corporation or
dividends or distributions referred to in subsection (a) above) or rights or
warrants to subscribe or purchase (excluding those referred to in subsection
(b) above), then in each case the Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price
in effect immediately prior to such record date by a fraction of which the
numerator shall be the current market price per share (as defined in subsection
(d) below) of the Common Stock on such record date less the then fair market
value (as determined by the Board of Directors of the Corporation whose
determination shall be conclusive, and described in a certificate filed with
the Trustee) of the portion of the assets or evidences of indebtedness so
distributed or of such rights or warrants applicable to one share of Common
Stock, and the denominator shall be the current market price per share (as
defined in subsection (d) below) of the Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed and shall become
effective immediately after such record date. Notwithstanding the foregoing,
in the event that the Corporation shall distribute any rights or warrants to
acquire capital stock (“Rights”) pursuant to this subsection (c), the
distribution of separate certificates representing such Rights subsequent to
their initial distribution (whether or not such distribution shall have
occurred prior to the date of the issuance of such Convertible



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Securities) shall be deemed to be the distribution of such Rights for purposes of this
subsection (c); provided that the Corporation may, in lieu of making any
adjustment pursuant to this subsection (c) upon a distribution of separate
certificates representing such Rights, make proper provision so that each
Holder of such Convertible Security who converts such Convertible Security (or
any portion thereof) (i) before the record date for such distribution of
separate certificates shall be entitled to receive upon such conversion shares
of Common Stock issued with Rights and (ii) after such record date and prior
to the expiration, redemption or termination of such Rights shall be entitled
to receive upon such conversion, in addition to the shares of Common Stock
issuable upon such conversion, the same number of such Rights as would a holder
of the number of shares of Common Stock that such Convertible Security so
converted would have entitled the holder thereof to purchase in accordance with
the terms and provisions of and applicable to the Rights if such Convertible
Security were converted immediately prior to the record date for such
distribution. Common Stock owned by or held for the account of the Corporation
or any majority owned subsidiary shall not be deemed outstanding for the
purpose of any adjustment required under this subsection (c).


            (d) For the purpose of any computation under subsection (b) and (c) above,
the current market price per share of Common Stock at any date shall be deemed
to be the average of the daily Closing Prices for the thirty days (which are
not legal holidays as defined in
Section 14.05) commencing forty-five days (which are not legal holidays as
defined in Section 14.05) before the day in question. The Closing Price for
any day shall be (i) if the Common Stock is listed or admitted for trading on
any national securities exchange or the National Market System of the National
Association of Debt Securities Dealers, Inc. Automated Quotation System
(“NASDAQ”), the last sale price (regular way), or the average of the closing
bid and ask prices if no sale occurred, of Common Stock on the principal
securities exchange on which the Common Stock is listed, (ii) if not listed as
described in (i), the mean between the closing high bid and low asked
quotations of Common Stock on NASDAQ, or any similar system or automated
dissemination of quotations of securities prices then in common use, if so
quoted, or (iii) if not quoted as described in clause (ii), the mean between
the high bid and low asked quotations for Common Stock as reported by the
National Quotation Bureau Incorporated if at least two securities dealers have
inserted both bid and asked quotations for Common Stock on at least 5 of the 10
preceding days. If none of the conditions set forth above is met, the Closing
Price of Common Stock on any day or the average of such Closing Prices for any
period shall be the fair market value of Common Stock as determined by a member
firm of the New York Stock Exchange, Inc. selected by the Corporation.


            (e) (i) No adjustment in the Conversion price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this
subsection (e)(i) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment; further provided, however,
that any adjustments which by reason of this subsection (e)(i) are not
otherwise required to be made shall be made no later than 3 years after the
date on which occurs an event that requires an adjustment to be made or carried
forward.


               (ii) All calculations under this Article Eighteen shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.
Anything in this Section 18.06 to the contrary notwithstanding, the Corporation
shall be entitled to make such reductions




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in the Conversion Price, in addition
to those required by this Section 18.06, as it in its discretion shall
determine to be advisable in order that any stock dividends, subdivision of
shares, distribution of rights to purchase stock or securities, or distribution
of securities convertible into or exchangeable for stock hereafter made by the
Corporation to its shareholders shall not be taxable.


            (f) Whenever the Conversion Price is adjusted, as herein provided, the
Corporation shall promptly file with the Trustee and any conversion agent other
than the Trustee an Officers’ Certificate setting forth the Conversion Price
after such adjustment and setting forth a brief statement of the facts
requiring such adjustment. Promptly after delivery of such certificate, the
Corporation shall prepare a notice of such adjustment of the Conversion Price
setting forth the adjusted Conversion Price and the date on which such
adjustment becomes effective and shall mail such notice of such adjustment of
the Conversion Price to the Holder of each Convertible Security at such
Holder’s last address appearing on the Security Register provided for in
Section 2.01 of this Indenture.


            (g) In any case in which this Section 18.06 provides that an adjustment
shall become effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event (i) delivering to the
Holder of any Convertible Security converted after
such record date and before the occurrence of such event the additional
shares of Common Stock deliverable upon such conversion by reason of the
adjustment required by such event over and above the Common Stock deliverable
upon such conversion before giving effect to such adjustment and (ii) paying to
such Holder any amount in cash in lieu of any fraction pursuant to Section
18.04, provided, however, that the Corporation shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder’s rights to
receive such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment. If such event does not occur, no adjustments shall
be made pursuant to this Section 18.06.








SECTION 18.07. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If
any of the following events occur, namely (i) any reclassification or change of
outstanding shares of Common Stock deliverable upon conversion of the
Convertible Securities (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a
subdivision or combination, but including any change in the shares of Common
Stock into two or more classes or series of securities), (ii) any consolidation
or merger to which the Corporation is a party (other than a consolidation or
merger in which the Corporation is the continuing corporation and which does
not result in any reclassification of, or change (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination) in, outstanding shares of its
Common Stock) or (iii) any sale or conveyance of the properties and assets of
the Corporation as, or substantially as, an entirety to any other corporation;
then the Corporation or such successor or purchasing corporation, as the case
may be, shall execute with the Trustee a supplemental indenture (which shall
conform to the Trust Indenture Act as in force at the date of execution of such
supplemental indenture and comply with the provisions of Article Nine)
providing that each Convertible Security shall be convertible into the kind and
amount of shares of stock and other securities or property, including cash,
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of a number of shares of Common Stock deliverable upon
conversion of such Convertible Securities immediately prior to such


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reclassification, change, consolidation, merger, sale or conveyance. Such
supplemental indenture shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article. The Corporation shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder of Convertible Securities,
at his address appearing on the Security Register provided for in Section 2.01
of this Indenture.


                    The above provisions of this Section shall similarly apply to successive
reclassifications, consolidations, mergers and sales.








SECTION 18.08. TAXES ON SHARES ISSUED. The delivery of stock certificates on
conversions of Convertible Securities shall be made without charge to the
Holder converting a Convertible Security for any tax in respect of the issue
thereof. The Corporation shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the delivery of stock
registered in any name other than of the Holder of any Convertible Security
converted, and the Corporation shall not be required to deliver any such stock
certificate unless and until the person or persons requesting the delivery
thereof shall have paid to the Corporation the amount of such tax or shall have established
to the satisfaction of the Corporation that such tax has been paid.








SECTION 18.09. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL
REQUIREMENTS; LISTING OF COMMON STOCK. The Corporation covenants that all
shares of Common Stock that may be delivered upon conversion of Convertible
Securities will upon delivery be fully paid and nonassessable by the
Corporation and free from all taxes, liens and charges with respect to the
issue thereof.


     The Corporation covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Convertible Securities hereunder
require registration with or approval of any governmental authority under any
Federal or state law before such shares may be validly delivered upon
conversion, the Corporation will in good faith and as expeditiously as possible
endeavor to secure such registration or approval, as the case may be.


     The Corporation further covenants that if the Common Stock is then listed
on a national securities exchange or admitted for trading on NASDAQ it will
qualify all Common Stock deliverable upon conversion of the Convertible
Securities for trading on said national securities exchange or NASDAQ, if
permitted by and in accordance with the rules of said national securities
exchange or NASDAQ.








SECTION 18.10. TRUSTEE NOT RESPONSIBLE. Neither the Trustee nor any
authenticating agent nor any conversion agent shall at any time be under any
duty or responsibility to any Holder of Convertible Securities to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee nor
any authenticating agent nor any conversion agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities or property, which may at any time be
delivered upon the conversion of any Convertible Security; and neither the
Trustee nor any authenticating agent nor any conversion agent makes any


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representation with respect thereto. Subject to the provisions of Section
7.01, neither the Trustee nor any authenticating agent nor any conversion agent
shall be responsible for any failure of the Corporation to deliver any shares
of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Convertible Security for the purpose of conversion or
for any failure of the Corporation to comply with any of the covenants
contained in this Article.








SECTION 18.11. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS. In case:


     (a) the Corporation shall declare a dividend (or any other distribution)
on the Common Stock (other than in cash out of its current or retained
earnings); or


     (b) the Corporation shall authorize the granting to the holders of the
Common Stock of rights or warrants to subscribe for or purchase any share of
any class or any other rights or warrants; or


     (c) of any reclassification or change of the Common Stock (other than a
subdivision or combination of its outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value)
or, of any consolidation or merger to which the Corporation is a party and for
which approval of any stockholders of the Corporation is required or for the
sale or transfer of all or substantially all of the assets of the Corporation;
or


     (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Corporation; the Corporation shall cause to be filed with the Trustee
and the Corporation shall cause to be mailed to each holder of Convertible
Securities at his address appearing on the Security Register, provided for in
Section 2.05 of this Indenture, as promptly as possible but in any event no
less than fifteen days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up or any adjustment in the Conversion
Price required by this Article Eighteen.








SECTION 18.12. COVENANT TO RESERVE SHARES. The Corporation covenants that it
will at all times reserve and keep available, free from pre-emptive rights, out
of its authorized but unissued Common Stock, such number of shares of Common
Stock as shall then be deliverable upon the conversion of all outstanding
Convertible Securities.


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


     IN WITNESS WHEREOF, DELPHI CORPORATION, the party of the first part, has
caused this Indenture to be signed and acknowledged by its Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, its President or
any Vice President, and the same to be attested by its Treasurer; and Bank One
Trust Company, N.A., the party of the second part, has caused this Indenture to
be signed, and its corporate seal to be affixed hereunto, and the same to be
attested by its duly authorized officers, all as of the day and year first
above written.



	 	 	 	 	 
	 	 	DELPHI CORPORATION
	 	 	 	 	 
	 	 	
By:	 	/s/ J. T. Battenberg
III
	 	 	 	

	 	 	
Name:
	 	J. T. Battenberg III
	 	 	
Title:
	 	Chairman of the Board, Chief Executive
	 	 	 	 	Officer and President





{Corporate Seal}


Attest



/s/ John G.
Blahnik


Name:  John G. Blahnik

Title:  Vice President and Treasurer



	 	 	 	 	 
	 	 	BANK ONE TRUST COMPANY, N. A.,
	 	 	as Trustee
	 	 	 	 	 
	 	 	
By:	 	/s/ Marla S. Roth
	 	 	 	 	

	 	 	
Name: 	 	Marla S. Roth
	 	 	
Title: 	 	Vice President





{Corporate Seal}


Attest

/s/ F. Henry Kleschen III



Name:  F. Henry Kleschen III


Title:  Vice President

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	STATE OF MICHIGAN	 	 	)
	 
	 	 	 	)	 ss.
	COUNTY OF OAKLAND	 	

	)

	








     On the          day of
              , 2003 before me personally came
                                  , to me known, who being by me duly sworn, did depose and
say that he/she resides at                                   , that he/she is the
                                   of Delphi Corporation, one of the corporations described
in and which executed the foregoing instrument; that he/she knows the seal of
said Corporation; that the seal affixed to said instrument is such Corporate
seal; that it was so affixed by authority of the Board of Directors of said
Corporation, and that he/she signed his/her name thereto by like authority.


{SEAL}


Notary Public


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	STATE OF                                    	 	

	)	



	 	 	

	)	 ss.

	COUNTY OF                                	 	

	)	








     On the          
day of                , 2003 before me personally came
                     , to me known, who being by me duly sworn, did depose and
say that he/she resides at                                           , that he/she is the
                                           of Bank One Trust Company, N.A., one of the corporations
described in and which executed the foregoing instrument; that he/she knows the
seal of said Corporation; that the seal affixed to said instrument is such
Corporate seal; that it was so affixed by authority of the Board of Directors
of said Corporation, and that he/she signed his/her name thereto by like
authority.


{SEAL}


Notary Public




75