EXECUTION COPY 





HUDSON HIGHLAND GROUP,
INC. 




TO 



THE BANK OF NEW YORK 





Trustee 




FORM OF SUBORDINATED INDENTURE 




Dated as of
November 25, 2003




Debt Securities 










HUDSON HIGHLAND GROUP,
INC. 




Reconciliation and tie between
Trust Indenture Act of 1939 and 




Indenture, dated as of
November 25, 2003 



	ss.310(a)(1)	609 
	       (a)(2)	609 
	       (a)(3)	Not Applicable 
	       (a)(4)	Not Applicable 
	       (a)(5)	609 
	       (b)	608, 610
	       (c)	Not Applicable 
	ss.311(a)	613 
	       (b)	613 
	ss.312(a)	701, 702(a)
	       (b)	702(b)
	       (c)	702(c)
	ss.313(a)	703(a)
	       (b)	703(a)
	       (c)	703(a)
	       (d)	703(b)
	ss.314(a)	704, 1008
	       (b)	Not Applicable 
	       (c)(1)	102 
	       (c)(2)	102 
	       (c)(3)	Not Applicable 
	       (d)	Not Applicable 
	       (e)	102 
	ss.315(a)	601 
	       (b)	602 
	       (c)	601 
	       (d)	601 
	       (e)	514 
	ss.316(a)	101 
	       (a)(1)(A)	104(h), 502, 512
	       (a)(1)(B)	104(h), 513
	       (a)(2)	Not Applicable 
	       (b)	508 
	       (c)	104(h)
	ss.317(a)(1)	503 
	       (a)(2)	504 
	       (b)	1003 
	ss.318(a)	107 
	       (c)	107 







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




-i- 










TABLE OF CONTENTS 






		Page
	ARTICLE One Definitions and Other Provisions of General Application	1 
	         Section 101. Definitions	1 
	         Section 102. Compliance Certificates and Opinions	9 
	         Section 103. Form of Documents Delivered to Trustee	9 
	         Section 104. Acts of Holders	10 
	         Section 105. Notices, etc., to Trustee and Company	12 
	         Section 106. Notice to Holders; Waiver	13 
	         Section 107. Conflict with Trust Indenture Act	14 
	         Section 108. Effect of Headings and Table of Contents	14 
	         Section 109. Successors and Assigns	14 
	         Section 110. Separability Clause	14 
	         Section 111. Benefits of Indenture	14 
	         Section 112. Governing Law; Waiver of Jury Trial	14 
	         Section 113. Legal Holidays	14 
	         Section 114. Exemption from Individual Liability	14 
	         Section 115. Counterparts	15 
	
ARTICLE Two Debt Security Forms	15 
	         Section 201. Forms Generally	15 
	         Section 202. Form of Trustee's Certificate of Authentication	16 
	         Section 203. Debt Securities in Global Form	16 
	
ARTICLE Three The Debt Securities	16 
	         Section 301. Amount Unlimited; Issuance in Series	16 
	         Section 302. Denominations	20 
	         Section 303. Execution, Authentication, Delivery and Dating	20 
	         Section 304. Temporary Debt Securities	22 
	         Section 305. Registration; Registration of Transfer and Exchange	24 
	         Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities	27 
	         Section 307. Payment of Interest; Interest Rights Preserved	28 
	         Section 308. Persons Deemed Owners	30 
	         Section 309. Cancellation	30 
	         Section 310. Computation of Interest	30 
	         Section 311. Certification by a Person Entitled to Delivery of a Bearer Security	30 
	         Section 312. Judgments	31 
	         Section 313. CUSIP Numbers	31 
	
ARTICLE Four Satisfaction and Discharge	31 
	         Section 401. Satisfaction and Discharge of Indenture	31 
	         Section 402. Application of Trust Money and Government Obligations	32 
	         Section 403. Satisfaction, Discharge and Defeasance of Debt Securities of any Series	33 
	
ARTICLE Five Remedies	35 
	         Section 501. Events of Default	35 





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	         Section 502. Acceleration of Maturity; Rescission and Annulment	36 
	         Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee	37 
	         Section 504. Trustee May File Proofs of Claim	38 
	         Section 505. Trustee May Enforce Claims without Possession of Debt Securities or Coupons	39 
	         Section 506. Application of Money Collected	39 
	         Section 507. Limitation on Suits	39 
	         Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest	40 
	         Section 509. Restoration of Rights and Remedies	40 
	         Section 510. Rights and Remedies Cumulative	40 
	         Section 511. Delay or Omission Not Waiver	40 
	         Section 512. Control by Holders of Debt Securities	41 
	         Section 513. Waiver of Past Defaults	41 
	         Section 514. Undertaking for Costs	41 
	         Section 515. Waiver of Stay or Extension Laws	42 
	
ARTICLE Six The Trustee	42 
	         Section 601. Certain Duties and Responsibilities	42 
	         Section 602. Notice of Default	42 
	         Section 603. Certain Rights of Trustee	43 
	         Section 604. Not Responsible for Recitals or Issuance of Debt Securities	44 
	         Section 605. May Hold Debt Securities or Coupons	44 
	         Section 606. Money Held in Trust	44 
	         Section 607. Compensation and Reimbursement	44 
	         Section 608. Disqualification; Conflicting Interests	45 
	         Section 609. Corporate Trustee Required; Eligibility	45 
	         Section 610. Resignation and Removal; Appointment of Successor	45 
	         Section 611. Acceptance of Appointment by Successor	47 
	         Section 612. Merger, Conversion, Consolidation or Succession to Business	48 
	         Section 613. Preferential Collection of Claims Against Company	48 
	         Section 614. Authenticating Agent	49 
	
ARTICLE Seven Holders' Lists and Reports By Trustee and Company	50 
	         Section 701. Company to Furnish Trustee Names and Addresses of Holders	50 
	         Section 702. Preservation of Information; Communications to Holders	50 
	         Section 703. Reports by Trustee	51 
	         Section 704. Reports by Company	51 
	
ARTICLE Eight Consolidation, Merger, Conveyance, Transfer or Lease	51 
	         Section 801. Company May Consolidate, etc. Only on Certain Terms	51 
	         Section 802. Successor Corporation Substituted	52 
	         Section 803. Conveyance or Transfer to a Wholly-owned Subsidiary	52 
	
ARTICLE Nine Supplemental Indentures	52 
	         Section 901. Supplemental Indentures without Consent of Holders	52 
	         Section 902. Supplemental Indentures with Consent of Holders	54 
	         Section 903. Execution of Supplemental Indentures	55 
	         Section 904. Effect of Supplemental Indentures	55 





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	         Section 905. Conformity with Trust Indenture Act	55 
	         Section 906. Reference in Debt Securities to Supplemental Indentures	55 
	
ARTICLE Ten Covenants	56 
	         Section 1001. Payment of Principal, Premium and Interest	56 
	         Section 1002. Maintenance of Office or Agency	56 
	         Section 1003. Money for Debt Securities Payments to Be Held in Trust	57 
	         Section 1004. Corporate Existence	58 
	         Section 1005. Maintenance of Properties	58 
	         Section 1006. Payment of Additional Amounts	59 
	         Section 1007. Payment of Taxes	59 
	         Section 1008. Officer's Certificate as to Compliance	59 
	         Section 1009. Statement by Officers as to Default	59 
	         Section 1010. Waiver of Certain Covenants	60 
	         Section 1011. Calculation of Original Issue Discount	60 
	
ARTICLE Eleven Redemption of Debt Securities	60 
	         Section 1101. Applicability of Article	60 
	         Section 1102. Election to Redeem; Notice to Trustee	60 
	         Section 1103. Selection by Trustee of Debt Securities to be Redeemed	60 
	         Section 1104. Notice of Redemption	61 
	         Section 1105. Deposit of Redemption Price	62 
	         Section 1106. Debt Securities Payable on Redemption Date	62 
	         Section 1107. Debt Securities Redeemed in Part	63 
	
ARTICLE Twelve Sinking Funds	63 
	         Section 1201. Applicability of Article	63 
	         Section 1202. Satisfaction of Sinking Fund Payments with Debt Securities	63 
	         Section 1203. Redemption of Debt Securities for Sinking Fund	64 
	
ARTICLE Thirteen Repayment at the Option of Holders	64 
	         Section 1301. Applicability of Article	64 
	         Section 1302. Repayment of Debt Securities	64 
	         Section 1303. Exercise of Option; Notice	64 
	         Section 1304. Election of Repayment by Remarketing Entities	66 
	         Section 1305. Securities Payable on the Repayment Date	66 
	
ARTICLE Fourteen Meetings of Holders of Debt Securities	66 
	         Section 1401. Purposes for Which Meetings May Be Called	66 
	         Section 1402. Call, Notice and Place of Meetings	66 
	         Section 1403. Persons Entitled to Vote at Meetings	67 
	         Section 1404. Quorum; Action	67 
	         Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings	68 
	         Section 1406. Counting Votes and Recording Action of Meetings	68 
	
ARTICLE Fifteen Defeasance	69 
	         Section 1501. Termination of Company's Obligations	69 
	         Section 1502. Repayment to Company	70 
	         Section 1503. Indemnity for Government Obligations	70 







-iv- 







		 
	ARTICLE Sixteen Subordination	70 
	         Section 1601. Agreement to Subordinate	70 
	         Section 1602. Liquidation, Dissolution, Bankruptcy	71 
	         Section 1603. Default on Senior Debt	71 
	         Section 1604. Acceleration of Payment of Debt Securities	72 
	         Section 1605. When Distribution Must Be Paid Over	72 
	         Section 1606. Subrogation	72 
	         Section 1607. Relative Rights	72 
	         Section 1608. Subordination May Not Be Impaired by Company	73 
	         Section 1609. Rights of Trustee and Paying Agent	73 
	         Section 1610. Distribution or Notice to Representative	73 
	         Section 1611. Article Sixteen Not to Prevent Events of Default or Limit Right to Accelerate	73 
	         Section 1612. Trust Moneys Not Subordinated	73 
	         Section 1613. Trustee Entitled to Rely	74 
	         Section 1614. Trustee to Effectuate Subordination	74 
	         Section 1615. Trustee Not Fiduciary for Holders of Senior Debt	74 
	         Section 1616. Reliance by Holders of Senior Indebtedness on Subordination Provisions	74 








-v- 












        SUBORDINATED INDENTURE
(the “Indenture”) dated as of November 25, 2003, between HUDSON HIGHLAND
GROUP, INC., a Delaware corporation (hereinafter called the “Company”),
having its principal place of business at 622 Third Avenue, New York, New York 10017 and
The Bank of New York, a New York banking corporation (hereinafter called the “Trustee”). 




RECITALS OF THE COMPANY 



        The
Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its subordinated debentures, notes, bonds and other evidences of
indebtedness (herein called the “Debt Securities”). 



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




        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 




        For
and in consideration of the premises and the purchase of the Debt Securities of any series
created and issued on or after the date hereof by the Holders thereof, it is mutually
covenanted and agreed, for the benefit of all Holders of such Debt Securities or of any
such series, as follows: 




ARTICLE ONE  




Definitions and Other
Provisions of General Application 




        Section
101.  Definitions.  




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



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







		    (2)            all
other terms used herein which are defined in the Trust Indenture Act or by
          Commission rule or regulation under the Trust Indenture Act, either directly or
          by reference therein, as in force at the date as of which this instrument was
          executed, except as provided in Section 905, have the meanings assigned to
          them therein;  







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







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







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



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












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



        “Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate Debt Securities. 



        “Authorized
Newspaper” means a newspaper in an official language of the country of publication or
in the English language customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such place. Where
successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day. 



        “Bearer
Security” means any Debt Security established pursuant to Section 201 which is
payable to bearer including, without limitation, unless the context otherwise indicates, a
Debt Security in global bearer form. 




        “Blockage
Notice” has the meaning specified in Section 1603. 




        “Board
of Directors” means either the board of directors of the Company, or the executive or
any other committee of that board duly authorized to act in respect hereof. 



        “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the Trustee.
Where any provision of this Indenture refers to action to be taken pursuant to a Board
Resolution (including the establishment of any series of the Debt Securities and the forms
and terms thereof), such action may be taken by any committee of the Board of the Company
or any officer or employee of the Company authorized to take such action by a Board
Resolution. 



        “Business
Day”, when used with respect to any Place of Payment, means any day which is not a
Saturday or Sunday and which is not a legal holiday or a day on which banking institutions
or trust companies in that Place of Payment are authorized or obligated by law or
executive order to close. 



        “Commission”
means the Securities and Exchange Commission, as from time to time constituted, created
under the 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. 



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




-2- 









        “Company
Request” and “Company Order” mean, respectively, except as otherwise
provided in this Indenture, a written request or order signed in the name of the Company
by the Chairman of the Board, a Vice Chairman of the Board, the President, a Vice
President (any references to a Vice President of the Company herein shall be deemed to
include any Vice President of the Company whether or not designated by a number or word or
words added before or after the title “Vice President”), the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company or by another officer of the Company duly authorized to
sign by a Board Resolution, and delivered to the Trustee. 



        “Corporate
Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located at 101 Barclay  Street,  Floor 8 West,
New York, New York 10286,  Attention:  Corporate Trust  Administration,  or such other
address as the  Trustee  may  designate  from time to time by notice to the  Holders  and
the  Company,  or the  principal corporate trust office of any successor  Trustee (or
such other address as such successor  Trustee may designate from time to time by notice
to the Holders and the Company).  



        The
term “corporation” includes corporations, associations, companies and business
trusts. 



        The
term “coupon” means any interest coupon appertaining to a Bearer Security. 



        “Debt”
means notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed. 



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



        “Defaulted
Interest” has the meaning specified in Section 307. 



        “Depositary”
means, with respect to the Debt Securities of any series issuable or issued in the form of
a Global Security, the Person designated as Depositary by the Company pursuant to
Section 301 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean
or include each person who is then a Depositary hereunder, and if at any time there is
more than one such Person, “Depositary” as used with respect to the Debt
Securities of any such series shall mean the Depositary with respect to the Debt
Securities of that series. 



        “Designated
Currency” has the meaning specified in Section 312. 



        “Dollar”
or “$” means the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts. 



        “Euro”
means the single currency of the European Monetary Union as defined under EC Regulation
1103/97 adopted under Article 235 of the EU Treaty and under EC Regulation 974/98 adopted
under Article 109l(4) of the EU Treaty or under any successor European legislation
from time to time. 



        “European
Communities” means the European Economic Community, the European Coal and Steel
Community and the European Atomic Energy Community. 



        “Event
of Default” has the meaning specified in Section 501. 



        “Exchange
Rate” shall have the meaning specified as contemplated in Section 301. 



        “Exchange Rate
Agent” shall have the meaning specified as contemplated in Section 301. 




-3- 









        “Exchange
Rate Officer’s Certificate”, with respect to any date for the payment of
principal of (and premium, if any) and interest on any series of Debt Securities,
means a certificate setting forth the applicable Exchange Rate and the amounts payable in
Dollars and Foreign Currencies in respect of the principal of (and premium, if
any) and interest on Debt Securities denominated in Euro, any other composite
currency or Foreign Currency, and signed by the Chairman of the Board, a Vice Chairman of
the Board, the President, a Vice President, the Treasurer, an Assistant Treasurer or the
Controller of the Company or the Exchange Rate Agent appointed pursuant to
Section 301, and delivered to the Trustee. 



        “Foreign
Currency” means a currency issued by the government of any country other than the
United States of America. 



        “GAAP”
means, as of the date of any determination with respect thereto, generally accepted
accounting principles as used by the Financial Accounting Standards Board and/or the
American Institute of Certified Public Accountants, consistently applied and maintained
throughout the periods indicated. 



        “Global
Exchange Agent” has the meaning specified in Section 304. 



        “Global Exchange
Date” has the meaning specified in Section 304. 



        “Global
Security” means a Debt Security issued to evidence all or part of a series of Debt
Securities in accordance with Section 303. 



        “Government
Obligations” means, in respect of any series of Debt Securities, securities of
(i) the government which issued the currency in which Debt Securities of such series
are denominated and/or in which interest is payable on the Debt Securities of such series
or (ii) government agencies backed by the full faith and credit of such government. 



        “Holder”,
with respect to a Registered Security, means a Person in whose name such Registered
Security is registered in the Security Register and, with respect to a Bearer Security or
a coupon, means the bearer thereof. 



        “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented, amended or restated by or pursuant to one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and, unless the context
otherwise requires, shall include the terms of a particular series of Debt Securities
established as contemplated by Section 301. 



        The
term “interest”, when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable after
Maturity. 



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



        “Maturity”,
when used with respect to any Debt Security, means 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 of acceleration, call for redemption, repayment at the option
of the Holder or otherwise. 




-4- 









        “Mortgage”
means and includes any mortgage, pledge, lien, security interest, conditional sale or
other title retention agreement or other similar encumbrance. 



        “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman
of the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee. 



        “Opinion
of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or counsel for the Company,
or who may be other counsel, which is delivered to the Trustee. 



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



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



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







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







		    (iii)            Debt
Securities in exchange for or in lieu of which other Debt Securities have           been
authenticated and delivered, or which have been paid, pursuant to this
          Indenture; provided, however, that in determining whether the Holders of the
          requisite principal amount of Debt Securities Outstanding have given any
          request, demand, authorization, direction, notice, consent or waiver hereunder,
          Debt Securities owned by the Company or any other obligor upon the Debt
          Securities or any Affiliate of the Company or of such other obligor shall be
          disregarded and deemed not to be Outstanding, except that, in determining
          whether the Trustee shall be protected in relying upon such request, demand,
          authorization, direction, notice, consent or waiver, only Debt Securities which
          a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Debt Securities so
          owned which have been pledged in good faith may be regarded as Outstanding if
          the pledgee establishes to the satisfaction of the Trustee the pledgee’s
          right so to act with respect to such Debt Securities and that the pledgee is
not           the Company or any other obligor upon the Debt Securities or any Affiliate
of           the Company or of such other obligor.  








-5- 








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



        “Pay
the Debt Securities” has the meaning specified in Section 1603. 




        “Payment
Blockage Period” has the meaning specified in Section 1603. 




        “Payment
Default” has the meaning specified in Section 1603. 





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



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



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



        “Preferred
Stock”, as applied to the capital stock of any corporation, means stock of any class
or classes (however designated) which is preferred as to the payment of dividends, or
as to the distribution of assets on any voluntary or involuntary liquidation or
dissolution of such corporation, over shares of stock of any other class of such
corporation. 



        “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”, 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” means any Debt Security in the form of Registered Securities established
pursuant to Section 201 which is registered in the Security Register. 



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



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



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



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





-6- 









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



        “Representative” means
any trustee, agent or representative (if any) for an issue of Senior Debt 




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




        “Senior
Debt” means: 




	 	        (1)  
     Debt  of the  Company,  whether  outstanding  on the  issue  date of the  Debt
 Securities  or  thereafter incurred,  







	 	        (2)  
     accrued  and unpaid  interest  (including  interest  accruing  on or after the
filing of any  petition  in bankruptcy  or for  reorganization  relating to the Company
to the extent  post-filing  interest is allowed in such proceeding) in respect of (a)
Debt of the Company for money  borrowed and (b) Debt evidenced by notes,  debentures,
bonds or other similar instruments for the payment of which the Company is responsible or
liable, 







	 	        (3)  
     all  contingent  reimbursement  obligations  of the Company  with  respect to
letters of credit  issued or supported by the Company’s working capital lender(s) for the
account of the Company or its Subsidiaries, 







	 	        (4)  
     all  obligations,  liabilities,  contingent  reimbursement  obligations,  fees and
 expenses  owing by the Company to its working capital  lender(s) and/or their affiliates
 pursuant to any service or facility  extended to the Company by any such lender(s) or
affiliates,  including  (a) credit cards, (b) credit card processing services, (c) debit
cards,  (d) purchase  cards,  (e) cash  management or related  services,  or (f) interest
 rate,  credit, commodity or equity swap, cap, floor,  collar,  forward foreign exchange,
 currency swap, cross currency rate swap, currency option or any combination  of, or
option with respect to, these or similar  transactions,  for the purpose of hedging the
 Company’s or its  Subsidiaries’;  exposure to  fluctuations  in interest or exchange
 rates,  loan, credit exchange, security or currency valuations or commodity prices, and 







	 	        (5)  
     all other  monetary  obligations  of every  nature of the Company  owed under its
working  capital  credit agreement(s) to its working capital lender(s), including,
without limitation,  premiums, liabilities,  obligations, fees,  charges,  costs,
 expenses,  lease  payments  and  guaranties,  whether  direct  or  indirect,  absolute
 or contingent, due or to become due, now existing or hereafter arising, 







unless,  in the case of (1) through
(5) above,  in the  instrument  creating or evidencing  the same or pursuant to which the
same is outstanding it is provided that such  obligations  are not senior or prior in
right of payment to the Debt Securities; provided, however, that Senior Debt shall not
include:  



	 	        (1)  
     any obligation of the Company to any Subsidiary of the Company, 







-7- 









	 	        (2)  
     any liability for federal, state, local or other taxes owed or owing by the Company, 







	 	        (3)  
     any accounts  payable or other  liability to trade  creditors  arising in the
ordinary  course of business (including guarantees thereof or instruments evidencing such
liabilities), 







	 	        (4)  
     any Debt of the Company (and any accrued and unpaid  interest in respect  thereof)
which is subordinate or junior in any respect to any other Debt or other obligation of
the Company, or 








	 	        (5)  
      the Debt Securities. 









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



        “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
such installment is due and payable. 



        “Subsidiary”
means any corporation more than 50% of the outstanding shares of Voting Stock, except for
directors’ qualifying shares, of which shall at the time be owned, directly or
indirectly, by the Company or by one or more of the Subsidiaries, or by the Company and
one or more other Subsidiaries. 



        “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as provided in Section 905. 



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



        “United
States” means the United States of America (including the District of
Columbia) and its possessions. 



        “United
States Alien” means any Person who, for United States Federal income tax purposes, is
a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust, or a foreign partnership one or more of the members of which
is, for United States Federal income tax purposes, a foreign corporation, a non-resident
alien individual or a non-resident alien fiduciary of a foreign estate or trust. 



        “Voting
Stock”, as applied to the stock (or the equivalent thereof) of any corporation,
means stock (or the equivalent thereof) of any class or classes, however designated,
entitled in the ordinary course to vote in an election of directors of such corporation,
other than stock (or such equivalent) having such power only by reason of the
happening of a contingency. 




-8- 










        “Wholly-owned
Subsidiary” means any Subsidiary all the outstanding capital stock of which, other
than directors’ qualifying shares, is owned by the Company and its other Wholly-owned
Subsidiaries. 




        Section
102. Compliance Certificates and Opinions.  




        Upon
any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee, if so requested by
the Trustee, an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished. 




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



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







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







	 	        (3)              a
statement that, in the opinion of each such individual, he 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, in the opinion of each such individual, such           condition
or covenant has been complied with.  







        Section
103.       Form of Documents Delivered to Trustee. 




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



        Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his or
her certificate or opinion is based is erroneous. Any such certificate or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinions or representations with respect to such matters is erroneous. 



-9- 









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




        Section
104.  Acts of Holders.  







	 	        (a)              Any
request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Indenture to be given or taken by Holders may be
          embodied in and evidenced by one or more instruments of substantially similar
          tenor signed by such Holders in person or by an agent duly appointed in
writing.           If Debt Securities of a series are issuable in whole or in part as
Bearer           Securities, any request, demand, authorization, direction, notice,
consent,           waiver or other action provided by this Indenture to be given or taken
by           Holders may, alternatively, be embodied in and evidenced by the record of
          Holders of Debt Securities voting in favor thereof, either in person or by
          proxies duly appointed in writing, at any meeting of Holders of Debt Securities
          duly called and held in accordance with the provisions of Article Fourteen, or
a           combination of such instruments and any such record. Except as herein
otherwise           expressly provided, such action shall become effective when such
instrument or           instruments or record or both are delivered to the Trustee, and,
where it is           hereby expressly required, to the Company. Such instrument or
instruments and           any such record (and the action embodied therein and evidenced
thereby) are           herein sometimes referred to as the “Act” of the
Holders signing such           instrument or instruments and so voting at any such
meeting. Proof of execution           of any such instrument or of a writing appointing
any such agent, or the holding           by any Person of a Debt Security, shall be
sufficient for any purpose of this           Indenture and (subject to Section 601) conclusive
in favor of the           Trustee and the Company, if made in the manner provided in this
Section. The           record of any meeting of Holders of Debt Securities shall be
proved in the           manner provided in Section 1406.  







	 	        (b)              The
fact and date of the execution by any Person of any such instrument or           writing
may be proved in any manner which the Trustee deems sufficient.  







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







	 	        (d)              The
principal amount and serial numbers of Bearer Securities held by any Person,
          and the date of holding the same, may be proved by the production of such
Bearer           Securities or by a certificate executed, as depositary, by any trust
company,           bank, banker or other depositary, wherever situated, if such
certificate shall           be deemed by the Trustee to be satisfactory, showing that at
the date therein           mentioned such Person had on deposit with such depositary, or
exhibited to it,           the Bearer Securities in the amount and with the serial
numbers therein           described; or such facts may be proved by the certificate or
affidavit of the           Person holding such Bearer Securities, if such certificate or
affidavit is           deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume           that such ownership of any Bearer Security continues until
(1) another           certificate or affidavit bearing a later date issued in
respect of the same           Bearer Security is produced, or (2) such Bearer
Security is produced to the           Trustee by some other person, or (3) such
Bearer Security is surrendered in           exchange for a Registered Security, or (4) such
Bearer Security is no           longer Outstanding.  










-10- 









	 	        (e)              The
fact and date of execution of any such instrument or writing, the authority           of
the Person executing the same and the principal amount and serial numbers of
          Bearer Securities held by the Person so executing such instrument or writing
and           the date of holding the same may also be proved in any other manner which
the           Trustee deems sufficient; and the Trustee may in any instance require
further           proof with respect to any of the matters referred to in this Section.  







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










	 	        (g)              For
purposes of determining the principal amount of Outstanding Debt Securities           of
any series the Holders of which are required, requested or permitted to give
          any request, demand, authorization, direction, notice, consent, waiver or take
          any other Act under this Indenture, (i) each Original Issue Discount
          Security shall be deemed to have the principal amount determined by the Trustee
          that could be declared to be due and payable pursuant to the terms of such
          Original Issue Discount Security as of the date there is delivered to the
          Trustee and, where it is hereby expressly required, to the Company, such Act by
          Holders of the required aggregate principal amount of the Outstanding Debt
          Securities of such series and (ii) each Debt Security denominated in a
          Foreign Currency or composite currency shall be deemed to have the principal
          amount determined by the Exchange Rate Agent by converting the principal amount
          of such Debt Security in the currency in which such Debt Security is
denominated           into Dollars at the Exchange Rate as of the date such Act is
delivered to the           Trustee and, where it is hereby expressly required, to the
Company, by Holders           of the required aggregate principal amount of the
Outstanding Debt Securities of           such series.  







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








-11- 









        The
Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to join in the giving or making of
(i) any notice of an Event of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2), or (iv) any direction referred to in Section 512, in
each case with respect to Debt Securities of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Debt Securities of such series on
such record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Debt Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding
Debt Securities of the relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of
Debt Securities of the relevant series in the manner set forth in Section 106. 





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



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




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



	 	        (1)              the
Trustee by any Holder or by the Company shall be sufficient for every           purpose
hereunder (unless otherwise herein expressly provided), if made, given,
          furnished or filed in writing (which may be via original or facsimile, with original to follow promptly thereafter) to
          or with the Trustee at its Corporate Trust Office, or  







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








-12- 










        Section
106.  Notice to Holders; Waiver.  




        Except
as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, (1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to each
Holder of a Registered Security affected by such event, 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 the giving of such notice; and (2) such notice
shall be sufficiently given to Holders of Bearer Securities by publication thereof in an
Authorized Newspaper in The City of New York and, if the Debt Securities of such series
are then listed on The International Stock Exchange of the United Kingdom and the Republic
of Ireland and such stock exchange shall so require, in London, and, if the Debt
Securities of such series are then listed on the Luxembourg Stock Exchange and such stock
exchange shall so require, in Luxembourg and, if the Debt Securities of such series are
then listed on any other stock exchange outside the United States and such stock exchange
shall so require, in any other required city outside the United States or, if not
practicable, in Europe on a Business Day at least twice, the first such publication to be
not later than the latest date and not earlier than the earliest date prescribed for the
giving of such notice. 





        In
case, by reason of the suspension of or irregularities in regular mail service or for any
other reason, it shall be impossible or impracticable to mail notice of any event to
Holders of Registered Securities when said notice is required to be given pursuant to any
provision of this Indenture or of the Debt Securities, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice. In any case where notice to Holders of Registered Securities is to be
given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the sufficiency of
such notice with respect to other Holders of Registered Securities or the sufficiency of
any notice by publication to Holders of Bearer Securities given as provided above. 



        In
case, by reason of the suspension of publication of any Authorized Newspaper, or by reason
of any other cause, it shall be impossible or impracticable to make publication of any
notice to Holders of Bearer Securities as provided above, then such method of publication
or notification as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered Securities as
provided above. 



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



        Any
request, demand, authorization, direction, notice, consent, election, waiver or other Act
required or permitted under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country of publication. 




-13- 










        Section
107.  Conflict with Trust Indenture Act.  




        If
any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control. 



        Section
108.       Effect of Headings and Table of Contents. 




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




        Section
109.  Successors and Assigns.  




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




        Section
110.  Separability Clause.  




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






        Section
111.  Benefits of Indenture.  




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




        Section
112.  Governing Law; Waiver of Jury Trial.  




        This
Indenture and the Debt Securities and any coupons shall be governed by and construed in
accordance with the laws of the State of New York. Each of the Company and the Trustee hereby  irrevocably  waives,  to the fullest extent  permitted by applicable  law, any
and all right to trial by jury in any legal proceeding  arising out of or relating to this Indenture,  the Debt Securities
or the transaction contemplated hereby.




        Section
113.  Legal Holidays.  




        In
any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt Securities or any
coupons) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day
at such Place of Payment with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Repayment Date or at the Stated Maturity, and no interest shall
accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity, as the case may be. 




        Section
114.  Exemption from Individual Liability.  





-14- 









        No
recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Debt Security or any coupon, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either directly
or through the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate
obligations of the Company, and that no such personal liability whatever shall attach to,
or is or shall be incurred by, the incorporators, stockholders, officers or directors, as
such, of the Company or of any successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt Securities or
any coupon or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any of the Debt
Securities or any coupon or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and the issue
of such Debt Securities. 




        Section
115.  Counterparts.  




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







ARTICLE TWO  




Debt Security Forms 




        Section
201.  Forms Generally.  




        The
Registered Securities, if any, and the Bearer Securities and related coupons, if any, of
each series shall be in substantially the form (including temporary or permanent global
form) as shall be established in or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of any securities
exchange, or as may, consistently herewith, be determined by the officers executing such
Debt Securities or coupons, as evidenced by their signatures on the Debt Securities or
coupons. If the form of Debt Securities of any series or coupons (including any such
Global Security) is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and
delivery of such Debt Securities or coupons. 



        Unless
otherwise specified as contemplated by Section 301, Debt Securities in bearer form
other than Debt Securities in temporary or permanent global form shall have coupons
attached. 



        The
definitive Debt Securities and coupons, if any, shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as determined by the
officers executing such Debt Securities, as evidenced by the execution of such Debt
Securities and coupons. 




-15- 









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




        This
is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture. 


		The Bank of New  York
as Trustee
		
	Dated:_______________________	

By 
		
            Authorized Signatory







        Section
203.  Debt Securities in Global Form.  




        If
Debt Securities of a series are issuable in whole or in part in global form, as specified
as contemplated by Section 301, then, notwithstanding clause (10) of
Section 301 and the provisions of Section 302, 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 Global Security to reflect the amount, or any increase or decrease in
the amount, of Outstanding Debt Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303 or
Section 304. 





        The
provisions of the last sentence of Section 303(g) shall apply to any Debt
Securities represented by a Debt Security in global form if such Debt Security was never
issued and sold by the Company and the Company delivers to the Trustee the Debt Security
in global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with respect
to the reduction in the principal amount of Debt Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 303(g). 



        Global
Securities may be issued in either registered or bearer form and in permanent form or, in
the case of Bearer Securities, either temporary or permanent form. 




ARTICLE THREE  




The Debt Securities 




        Section
301.  Amount Unlimited; Issuance in Series.  




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




-16- 









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







	 	        (2)              the
limit, if any, 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 304, 305, 306, 906, 1107 or 1303 and except for
any           Debt Securities which, pursuant to Section 303, are deemed never to
have           been authenticated and delivered hereunder);  







	 	        (3)              the
date or dates on which the principal and premium, if any, of the Debt
          Securities of the series are payable;  







	 	        (4)              the
rate or rates, if any, at which the Debt Securities of the series shall bear
          interest, or the method or methods by which such rate or rates may be
          determined, the date or dates from which such interest shall accrue, the
          Interest Payment Dates on which such interest shall be payable, the Regular
          Record Date for the interest payable on any Registered Security on any Interest
          Payment Date and the circumstances, if any, in which the Company may defer
          interest payments;  










	 	        (5)              the
place or places where, subject to the provisions of Section 1002, the
          principal of (and premium, if any) and interest on Debt Securities of the
          series shall be payable, any Registered Securities of the series may be
          surrendered for registration of transfer, Debt Securities of the series may be
          surrendered for exchange and notices and demands to or upon the Company in
          respect of the Debt Securities of the series and this Indenture may be served
          and where notices to Holders pursuant to Section 106 will be published;  







	 	        (6)              if
applicable, the period or periods within which or the date or dates on which,
          the price or prices at which and the terms and conditions upon which Debt
          Securities of the series may be redeemed, in whole or in part, at the option of
          the Company;  







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







	 	        (8)              whether
Debt Securities of the series are to be issuable as Registered           Securities,
Bearer Securities or both, whether Debt Securities of the series are           to be
issuable with or without coupons or both and, in the case of Bearer           Securities,
the date as of which such Bearer Securities shall be dated if other           than the
date of original issuance of the first Debt Security of such series of           like
tenor and term to be issued;  







	 	        (9)              whether
the Debt Securities of the series shall be issued in whole or in part in           the
form of a Global Security or Securities and, in such case, the Depositary           and
Global Exchange Agent for such Global Security or Securities, whether such
          global form shall be permanent or temporary and, if applicable, the Global
          Exchange Date;  








-17- 









	 	        (10)              if
Debt Securities of the series are to be issuable initially in the form of a
          temporary Global Security, the circumstances under which the temporary Global
          Security can be exchanged for definitive Debt Securities and whether the
          definitive Debt Securities will be Registered and/or Bearer Securities and will
          be in global form and whether interest in respect of any portion of such Global
          Security payable in respect of an Interest Payment Date prior to the Global
          Exchange Date shall be paid to any clearing organization with respect to a
          portion of such Global Security held for its account and, in such event, the
          terms and conditions (including any certification requirements) upon which
          any such interest payment received by a clearing organization will be credited
          to the Persons entitled to interest payable on such Interest Payment Date if
          other than as provided in this Article Three;  







	 	        (11)              whether,
and under what conditions, additional amounts will be payable to           Holders of
Debt Securities of the series pursuant to Section 1006;  







	 	        (12)              the
denominations in which any Registered Securities of the series shall be
          issuable, if other than denominations of $1,000 and any integral multiple
          thereof, and the denominations in which any Bearer Securities of such series
          shall be issuable, if other than the denomination of $5,000;  







	 	        (13)              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 pursuant to Section 502;  








	 	        (14)              the
currency or currencies of denomination of the Debt Securities of any series,
          which may be in Dollars, any Foreign Currency or any composite currency,
          including but not limited to the Euro, and, if any such currency of
denomination           is a composite currency other than the Euro, the agency or
organization, if any,           responsible for overseeing such composite currency;  







	 	        (15)              the
currency or currencies in which payment of the principal of (and premium, if
          any) and interest on the Debt Securities will be made, any other currency
          or currencies in which payment of the principal of (and premium, if any) or
          the interest on Registered Securities, at the election of each of the Holders
          thereof, may also be payable and the periods within which and the terms and
          conditions upon which such election is to be made, and the Exchange Rate and
          Exchange Rate Agent;  







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







	 	        (17)              if
payments of principal of (and premium, if any) or interest on the Debt
          Securities of the series are to be made in a Foreign Currency other than the
          currency in which such Debt Securities are denominated, the manner in which the
          Exchange Rate with respect to such payments shall be determined;  








-18- 









	 	        (18)              any
Events of Default with respect to Debt Securities of such series, if not set
          forth herein and any Events of Default set forth herein that shall not apply to
          the Debt Securities of such series;  







	 	        (19)              any
other covenant or warranty included for the benefit of the Debt Securities           of
the series in addition to (and not inconsistent with) those set forth
          herein for the benefit of Debt Securities of all series, or any other covenant
          or warranty included for the benefit of Debt Securities of the series in lieu
of           any covenant or warranty set forth herein for the benefit of Debt Securities
of           all series, or any provision that any covenant or warranty set forth herein
for           the benefit of Debt Securities of all series shall not be for the benefit
of           Debt Securities of such series, or any combination of such covenants,
warranties           or provisions and whether the provisions of Section 1009 will
not apply to           such covenants and warranties;  







	 	        (20)              the
terms and conditions, if any, pursuant to which the Company’s           obligations
under this Indenture may be terminated through the deposit of money           or
Government Obligations as provided in Articles Four and Fifteen;  







	 	        (21)              the
Person or Persons who shall be Security Registrar for the Debt Securities of
          such series if other than the Trustee, and the place or places where the
          Security Register for such series shall be maintained and the Person or Persons
          who will be the initial Paying Agent or Agents, if other than the Trustee;  







	 	        (22)              if
the Debt Securities of the series are convertible or exchangeable for any
          securities of any Person (including the Company), the terms and conditions upon
          which such Debt Securities will be convertible or exchangeable;  







	 	        (23)              the terms upon which the Debt Securities of the series will be subordinated in right           of
payment to senior indebtedness; and  










	 	        (24)              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 and the coupons appertaining to Bearer Securities of
such series, if any, shall be substantially identical except, in the case of Registered
Securities, as to denomination and except 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. 



        Debt
Securities of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different Redemption or
Repayment Dates and may be denominated in different currencies or payable in different
currencies. 



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




-19- 










        Section
302.  Denominations.  




        Debt
Securities of each series shall be issuable in such form and denominations as shall be
specified in the form of Debt Security for such series approved or established pursuant to
Section 201 or in the Officers’ Certificate delivered pursuant to
Section 301. In the absence of any specification with respect to the Debt Securities
of any series, the Registered Securities of such series, if any, shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer Securities of
such series, if any, shall be issuable in the denominations of $5,000. 




        Section
303.  Execution, Authentication, Delivery and Dating.  




	 	        (a)              The
Debt Securities shall be executed on behalf of the Company by its Chairman           of
the Board, a Vice Chairman of the Board, the President, a Vice President, the
          Treasurer or one of its Assistant Treasurers and by its Secretary or one of its
          Assistant Secretaries. The
signature           of any of these officers on the Debt Securities may be manual or
facsimile.           Coupons shall bear the facsimile signature of an authorized officer
of the           Company.  







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







	 	        (b)              At
any time and from time to time after the execution and delivery of this
          Indenture, Debt Securities of any series may be executed by the Company and
          delivered to the Trustee for authentication, and, except as otherwise provided
          in this Article Three, shall thereupon be authenticated and delivered by the
          Trustee upon Company Order, without any further action by the Company;
provided,           however, that, in connection with its original issuance, a Bearer
Security may           be delivered only outside the United States and, except in the
case of a           temporary Global Security, only if the Company or its agent shall
have received           the certification required pursuant to Sections 304(b)(iii) and
(iv),           unless such certification shall have been provided earlier pursuant to
          Section 304(b)(v) hereof, and only if the Company has no reason to
          know that such certification is false.  









	 	        To
the extent authorized in or pursuant to a Board Resolution and set forth in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, such written Company Order
may be given by any one officer or employee of the Company, may be electronically
transmitted, and may provide instructions as to registration of holders, principal
amounts, rates of interest, maturity dates and other matters contemplated by such Board
Resolution and Officers’ Certificate or supplemental indenture to be so instructed
in respect thereof. Before authorizing and delivering the first Debt Securities of any
series (and upon request of the Trustee thereafter), the Company shall deliver to the
Trustee (i) the certificates called for under Sections 201 and 301 hereof and
(ii) an Opinion of Counsel described in the next sentence.  







	 	        In
authenticating such Debt Securities, and accepting the additional responsibilities under
this Indenture in relation to any such Debt Securities, the Trustee shall be entitled to
receive, prior to the initial authentication of such Debt Securities, and (subject to
Section 601) shall be fully protected in relying upon:  








-20- 









	 	        (i)              a
Board Resolution relating thereto and, if applicable, an appropriate record of
          any action taken pursuant to such resolution certified by the Secretary or an
          Assistant Secretary of the Company;  







	 	        (ii)              an
executed supplemental indenture, if any, relating thereto;  







	 	        (iii)              an
Officers’ Certificate setting forth the form and terms of the Debt
          Securities of such series and coupons, if any, pursuant to Sections 201
and           301 and stating that all conditions precedent provided for in this
Indenture           relating to the issuance of such Debt Securities have been complied
with; and  







	 	        (iv)              an
Opinion of Counsel stating  







	 	        (A)              that
the form of such Debt Securities and coupons, if any, has been established           in
or pursuant to a Board Resolution or by a supplemental indenture as permitted
          by Section 201 in conformity with the provisions of this Indenture;  







	 	        (B)              that
the terms of such Debt Securities and coupons, if any, have been           established in
or pursuant to a Board Resolution or by a supplemental indenture           as permitted
by Section 301 in conformity with the provisions of this           Indenture; and  







	 	        (C)              that
such Debt Securities and coupons, if any, when authenticated and delivered           by
the Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid and
          binding obligations of the Company, enforceable in accordance with their terms,
          subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting creditors’          rights
generally and the application of general principles of equity and except
          further as enforcement thereof may be limited by (i) requirements that a
          claim with respect to any Debt Securities denominated other than in Dollars (or
          a Foreign Currency or currency unit judgment in respect of such claim) be
          converted into Dollars at a rate of exchange prevailing on a date determined
          pursuant to applicable law or (ii) governmental authority to limit, delay
          or prohibit the making of payments in Foreign Currencies or currency units or
          payments outside the United States.  







	 	        (c)              If
the Company shall establish pursuant to Section 301 that the Debt
          Securities of a series are to be issued in whole or in part in the form of one
          or more Global Securities, then the Company shall execute and the Trustee
shall,           in accordance with this Section and the Company Order with respect
to such           series, authenticate and deliver one or more Global Securities in
permanent or           temporary form that (i) shall represent and shall be
denominated in an           aggregate amount equal to the aggregate principal amount of
the Outstanding Debt           Securities of such series to be represented by one or more
Global Securities,           (ii) shall be registered in the name of the Depositary
for such Global           Security or Securities or the nominee of such Depositary and
(iii) shall be           delivered by the Trustee to such Depositary or pursuant to
such           Depositary’s instructions.  










	 	        (d)              The
Trustee shall have the right to decline to authenticate and deliver any Debt
          Securities under this Section 303 if the issuance of such Debt Securities
          will adversely affect the Trustee’s own rights, duties or immunities under
          the Debt Securities and this Indenture or otherwise in a manner which is not
          reasonably acceptable to the Trustee.  








-21- 









	 	        (e)              If
all the Debt Securities of any series are not to be issued at onetime, it           shall
not be necessary to deliver an Opinion of Counsel at the time of issuance           of
each Debt Security, but such Opinion of Counsel, with appropriate
          modifications, may instead be delivered at or prior to the time of the first
          issuance of Debt Securities of such series.  







	 	        (f)              Each
Registered Security shall be dated the date of its authentication. Each           Bearer
Security shall be dated as of the date specified as contemplated by           Section 301.  







	 	        (g)              No
Debt Security or coupon attached thereto 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, 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. Except as
          permitted by Section 306, the Trustee shall not authenticate and deliver
          any Bearer Security unless all appurtenant coupons for interest then matured
          have been detached and cancelled. Notwithstanding the foregoing, if any Debt
          Security or portion thereof shall have been duly authenticated and delivered
          hereunder but never issued and sold by the Company, and the Company shall
          deliver such Debt Security to the Trustee for cancellation as provided in
          Section 309 together with a written statement (which need not comply with
          Section 102 and need not be accompanied by an Opinion of           Counsel) stating
that such Debt Security or portion thereof has never been           issued and sold by
the Company, 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.  







	 	        (h)              Each
Depositary designated pursuant to Section 301 for a Global Security in
          registered form must, at the time of its designation and at all times while it
          serves as Depositary, be a clearing agency registered under the Securities
          Exchange Act of 1934 and any other applicable statute or regulation.  











        Section
304.  Temporary Debt Securities.  




	 	        (a)              Pending
the preparation of definitive Debt Securities of any series, the Company           may
execute, and upon receipt of documents required by Sections 301 and           303,
together with a Company Order, the Trustee shall authenticate and deliver,
          temporary Debt Securities which are printed, typewritten
          or otherwise produced, in any denomination, substantially of the
          tenor and terms of the definitive Debt Securities in lieu of which they are
          issued in registered form or, if authorized, in bearer form with one or more
          coupons or without coupons, and with such appropriate insertions, omissions,
          substitutions and other variations as the officers executing such Debt
          Securities may determine, as evidenced by their signatures on such Debt
          Securities. In the case of Debt Securities of any series issuable as Bearer
          Securities, such temporary Debt Securities may be in global form, representing
          all or any part of the Outstanding Debt Securities of such series.  







	 	        (b)              Unless
otherwise provided pursuant to Section 301:  







	 	        (i)              Except
in the case of temporary Debt Securities in global form, if temporary           Debt
Securities of any series are issued, the Company will cause definitive Debt
          Securities of such series to be prepared without unreasonable delay. After the
          preparation of definitive Debt Securities of such series, the related temporary
          Debt Securities shall be exchangeable for such definitive Debt Securities upon
          surrender of the temporary Debt Securities of such series at the office or
          agency of the Company in the Place of Payment for such series, without charge
to           the Holder. Upon surrender for cancellation of any one or more temporary
Debt           Securities of any series (accompanied, if applicable, by all unmatured
coupons           and all matured coupons in default appertaining thereto), the Company
shall           execute and the Trustee shall authenticate and deliver in exchange
therefor a           like principal amount of definitive Debt Securities of the same
series of like           tenor and terms and of authorized denominations; provided,
however, that no           Bearer Security shall be delivered in exchange for a
Registered Security; and           provided, further, that a Bearer Security shall be
delivered in exchange for a           Bearer Security only in compliance with the
conditions set forth in           Section 305.  








-22- 









	 	        (ii)              If
Debt Securities of any series are issued in temporary global form, any such
          temporary Global Security shall, unless otherwise provided pursuant to
          Section 301, be delivered to the Depositary for credit to the respective
          accounts of the beneficial owners of such Debt Securities (or to such other
          accounts as they may direct).  







	 	        (iii)              Without
unnecessary delay but in any event not later than the date specified in,           or
determined pursuant to the terms of, any such temporary Global Security (the
          “Global Exchange Date”), the Company shall deliver definitive Debt
          Securities to the Trustee or the agent appointed by the Company pursuant to
          Section 301 to effect the exchange of the temporary Global Security for
          definitive Debt Securities (the “Global Exchange Agent”), in an
          aggregate principal amount equal to the principal amount of such temporary
          Global Security, executed by the Company. On or after the Global Exchange Date,
          such temporary Global Security shall be surrendered by the Depositary to the
          Global Exchange Agent, to be exchanged, in whole or from time to time in part,
          for definitive Debt Securities without charge and the Trustee or the Global
          Exchange Agent, if authorized by the Trustee pursuant to Section 614,
shall           authenticate and deliver, in exchange for each portion of such temporary
Global           Security, an equal aggregate principal amount of definitive Debt
Securities of           the same series of authorized denominations and of like tenor and
terms as the           portion of such temporary Global Security to be exchanged. Upon
any exchange of           a part of such temporary Global Security for definitive Debt
Securities, the           portion of the principal amount and any interest thereon so
exchanged shall be           endorsed by the Global Exchange Agent on a schedule to such
temporary Global           Security, whereupon the principal amount and interest payable
with respect to           such temporary Global Security shall be reduced for all
purposes by the amount           so exchanged and endorsed. The definitive Debt
Securities to be delivered in           exchange for any such temporary Global Security
shall be in bearer form,           registered form, global registered form or global
bearer form, or any           combination thereof, as specified as contemplated by Section 301,
and, if           any combination thereof is so specified, as requested by the beneficial
owner           thereof; provided, however, that definitive Bearer Securities (including
a           definitive Global Bearer Security) shall be delivered in exchange for a
          portion of a temporary Global Security only in compliance with the requirements
          of Section 303.  









	 	        (iv)              The
interest of a beneficial owner of Debt Securities of a series in a temporary
          Global Security shall be exchanged for definitive Debt Securities of the same
          series and of like tenor and terms following the Global Exchange Date upon
          request by the account holder and, in the case of the exchange of the temporary
          Global Security for definitive Bearer Securities (including a definitive Global
          Bearer Security), the account holder delivers a certificate in the form set
          forth in Exhibit A-1 and, if applicable, A-2 to this Indenture, dated no
earlier           than 15 days prior to the Global Exchange Date, copies of which
certificate           shall be available from the Global Exchange Agent, any
authenticating agent           appointed for such series of Debt Securities and each
Paying Agent. Unless           otherwise specified in such temporary Global Security, any
such exchange shall           be made free of charge to the beneficial owners of such
temporary Global           Security, except that a Person receiving definitive Debt
Securities must bear           the cost of insurance, postage, transportation and the
like in the event that           such Person does not take delivery of such definitive
Debt Securities in person           at the offices of Global Exchange Agent. Definitive
Debt Securities in bearer           form to be delivered in exchange for any portion of a
temporary Global Security           shall be delivered only outside the United States.  








-23- 









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







        Section
305.       Registration; Registration of Transfer and Exchange. 




        The
Company shall cause to be kept at one of the offices or agencies to be maintained by the
Company in accordance with the provisions of this Section 305 and Section 1002,
with respect to the Debt Securities of each series which are Registered Securities, a
register (herein sometimes referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of Registered
Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt
Securities of each series which are Registered Securities, a “Security
Registrar” for the purpose of registering such Debt Securities and transfers and
exchanges of such Debt Securities as herein provided. 



        Upon
surrender for registration of transfer of any Registered Security of any series at the
office or agency of the Company maintained for such purpose, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series of any authorized
denomination or denominations, of like tenor and terms and aggregate principal amount. 





        At
the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of any authorized form and denomination, of like
tenor and terms and aggregate principal amount, upon surrender of the Registered
Securities to be exchanged at such office or agency. Bearer Securities may not be
delivered in exchange for Registered Securities. 



        At
the option of the Holder, Registered Securities or Bearer Securities of any series may be
issued in exchange for Bearer Securities (except as otherwise specified as contemplated by
Section 301 with respect to a Bearer Security in global form) of the same
series, of any authorized denominations and of like tenor and terms and aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured
coupon or coupons or matured coupon or coupons in default, such exchange may be effected
if the Bearer Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing coupon or coupons, or
the surrender of such missing coupon or coupons may be waived by the Company 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 Security
shall surrender to any Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is surrendered at any such office
or agency in exchange for a Registered Security of the same series and like tenor and
terms after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be. 




-24- 









        Whenever
any Debt Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Debt Securities which the Holder making the
exchange is entitled to receive. 



        If
at any time the Depositary for the Debt Securities of a series notifies the Company that
it is unwilling or unable to continue as Depositary for the Debt Securities of such series
or if at any time the Depositary for the Debt Securities of such series shall no longer be
eligible under Section 303(h), the Company shall appoint a successor Depositary with
respect to the Debt Securities of such series. If a successor Depositary for the Debt
Securities of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s election
pursuant to Section 301(9) shall no longer be effective with respect to the Debt
Securities of such series and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Debt Securities of such series in definitive form
in an aggregate principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or Securities. Neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary.



        The
Company may at any time and in its sole discretion determine that the Debt Securities of
any series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver, Debt Securities
of such series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities. 






        If
specified by the Company pursuant to Section 301 with respect to a series of Debt
Securities, the Depositary for such series of Debt Securities may surrender a Global
Security for such series of Debt Securities in exchange in whole or in part for Debt
Securities of such series of like tenor and terms and in definitive form on such terms as
are acceptable to the Company and such Depositary. Thereupon, the Company shall execute,
and the Trustee shall authenticate and deliver, without charge to any Holder, 



	 	        (a)              to
each Person specified by such Depositary a new Debt Security or Securities of
          the same series, of like tenor and terms and of any authorized denominations as
          requested by such person in aggregate principal amount equal to and in exchange
          for such Person’s beneficial interest in the Global Security; and  







	 	        (b)              to
such Depositary a new Global Security of like tenor and terms and in a
          denomination equal to the difference, if any, between the principal amount of
          the surrendered Global Security and the aggregate principal amount of Debt
          Securities delivered to Holders thereof.  








-25- 









        In
any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee will authenticate and deliver Debt Securities (a) in
definitive registered form in authorized denominations, if the Debt Securities of such
series are issuable as Registered Securities, (b) in definitive bearer form in
authorized denominations, with coupons attached, if the Debt Securities of such series are
issuable as Bearer Securities or (c) as either Registered or Bearer Securities, as
shall be specified by the beneficial owner thereof, if the Debt Securities of such series
are issuable in either form; provided, however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer Security a
certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto; and provided further that delivery of a Bearer Security shall occur only outside
the United States; and provided further that no definitive Bearer Security will be issued
if the Company has reason to know that any such certificate is false. 



        Upon
the exchange of a Global Security for Debt Securities in definitive form, such Global
Security shall be cancelled by the Trustee. Registered Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Registered Securities to the persons in whose
names such Debt Securities are so registered. The Trustee shall deliver Bearer Securities
issued in exchange for a Global Security pursuant to this Section to the persons, and
in such authorized denominations, as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee; provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security unless the Company or its agent shall have
received from the person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and
provided further that delivery of a Bearer Security shall occur only outside the United
States; and provided further that no definitive Bearer Security will be issued if the
Company has reason to know that any such certificate is false. 





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



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



        No
charge to any Holder shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any transfer,
registration of transfer or exchange of Debt Securities, other than exchanges expressly
provided in this Indenture to be made at the Company’s own expense or without expense
or without charge to the Holders. 



        The
Company shall not be required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series to be redeemed for a period of fifteen days preceding
the first publication of the relevant notice of redemption or, if Registered Securities
are outstanding and there is no publication, the mailing of the relevant notice of
redemption of Debt Securities of such series selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except the unredeemed portion of such Registered Security
being redeemed in part, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered Security
of like tenor and terms of that series, provided that such Registered Security shall be
simultaneously surrendered for redemption. 




-26- 









        Notwithstanding
anything herein to the contrary, the exchange of Bearer Securities into Registered
Securities shall be subject to applicable laws and regulations in effect at the time of
exchange; neither the Company, the Trustee nor the Security Registrar shall exchange any
Bearer Securities into Registered Securities if it has received an Opinion of Counsel that
as a result of such exchanges the Company would suffer adverse consequences under the
United States Federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a Company Order directing the Trustee not to make such exchanges
thereafter unless and until the Trustee receives a subsequent Company Order to the
contrary. The Company shall deliver copies of such Company Orders to the Security
Registrar. 



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




        If
(i) any mutilated Debt Security or a Bearer Security with a mutilated coupon
appertaining to it is surrendered to a Paying Agent outside the United States designated
by the Company, or, in the case of any Registered Security, to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or coupon, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Company and the Trustee that such
Debt Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Debt Security or Bearer Security with a mutilated coupon
appertaining to it or to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen) or in lieu of any such destroyed,
lost or stolen Debt Security, a new Debt Security of like tenor and terms and principal
amount, bearing a number not contemporaneously outstanding, with coupons corresponding to
the coupons, if any, appertaining to such destroyed, lost or stolen Debt Security or to
the Debt Security to which such destroyed, lost or stolen coupon appertains; provided,
however, that any such new Bearer Security will be delivered only in compliance with the
conditions set forth in Section 305. 





        In
case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead of issuing
a new Debt Security, pay such Debt Security or coupon; provided, however, that payment of
principal of (and premium, if any) and any interest on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States; and provided, further, that, with respect to any such
coupons, interest represented thereby (but not any additional amounts payable as provided
in Section 1006), shall be payable only upon presentation and surrender of the
coupons appertaining thereto. 



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




-27- 









        Every
new Debt Security of any series, with its coupons, if any, issued pursuant to this
Section in lieu of any destroyed, lost or stolen Debt Security, or in exchange for a
Bearer Security to which a destroyed, lost or stolen coupon appertains, shall constitute
an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security and its coupons, if any, or the destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and any such new Debt Security
and coupons, if any, shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of that series and their coupons,
if any, duly issued hereunder. 



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



        Section
307.       Payment of Interest; Interest Rights Preserved. 




        Interest
on any Registered Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Registered
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest. In case a Bearer Security of any
series is surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency in a Place of Payment for such series) on any
Regular Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. At the option of the Company, payment of
interest on any Registered Security may be made by check in the currency designated for
such payment pursuant to the terms of such Registered Security mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register or by
wire transfer to an account in such currency designated by such Person in writing not
later than fifteen days prior to the date of such payment. 





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




-28- 









	 	        (1)              The
Company may elect to make payment of any Defaulted Interest to the Persons           in
whose names the Registered Securities of such series (or their respective
          Predecessor Securities) are registered at the close of business on a
          Special Record Date for the payment of such Defaulted Interest, which shall be
          fixed in the following manner. The Company shall notify the Trustee in writing
          of the amount of Defaulted Interest proposed to be paid on each Registered
          Security of such series and the date of the proposed payment, and at the same
          time the Company shall deposit with the Trustee an amount of money and/or
          Government Obligations the payments of principal and interest on which when due
          (and without reinvestment) will provide money in such amounts as will
          (together with any money irrevocably deposited in trust with the Trustee,
          without investment) be equal to the aggregate amount proposed to be paid
in           respect of such Defaulted Interest or shall make arrangements satisfactory
to           the Trustee for such deposit prior to the date of the proposed payment, such
          money and/or Government Obligations when deposited to be held in trust for the
          benefit of the Persons entitled to such Defaulted Interest as in this Clause
          provided. Thereupon the Trustee shall fix a Special Record Date for the payment
          of such Defaulted Interest which shall be not more than 15 days and not less
          than 10 days prior to the date of the proposed payment and not less than 10
days           after the receipt by the Trustee of the notice of the proposed payment.
The           Trustee shall promptly notify the Company of such Special Record Date.
Unless           the Trustee is acting as the Security Registrar, promptly after such
Special           Record Date, the Company shall furnish the Trustee with a list, or
shall make           arrangements satisfactory to the Trustee with respect thereto, of
the names and           addresses of, and principal amounts of Registered Securities of
such series held           by, the Holders appearing on the Security Register at the
close of business on           such Special Record Date. In the name and at the expense
of the Company, the           Trustee shall cause notice of the proposed payment of such
Defaulted Interest           and the Special Record Date therefor to be mailed,
first-class postage prepaid,           to each Holder of Registered Securities of such
series at his address as it           appears in the Security Register, not less than 10
days prior to such Special           Record Date. Notice of the proposed payment of such
Defaulted Interest and the           Special Record Date therefor having been mailed as
aforesaid, such Defaulted           Interest shall be paid to the Persons in whose names
the Registered Securities           of such series (or their respective Predecessor
Securities) are registered           at the close of business on such Special Record
Date and shall no longer be           payable pursuant to the following Clause (2). In
case a Bearer Security of any           series is surrendered at the office or agency in
a Place of Payment for such           series in exchange for a Registered Security of
such series after the close of           business at such office or agency on any Special
Record Date and before the           opening of business at such office or agency on the
related proposed date for           payment of Defaulted Interest, such Bearer Security
shall be surrendered without           the coupon relating to such proposed date of
payment and Defaulted Interest will           not be payable on such proposed date of
payment in respect of the Registered           Security issued in exchange for such
Bearer Security, but will be payable only           to the Holder of such coupon when due
in accordance with the provisions of this           Indenture.  









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







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



        Subject
to the limitations set forth in Section 1002, the Holder of any coupon appertaining
to a Bearer Security shall be entitled to receive the interest payable on such coupon upon
presentation and surrender of such coupon on or after the Interest Payment Date of such
coupon at an office or agency maintained for such purpose pursuant to Section 1002. 




-29- 










        Section
308.  Persons Deemed Owners.  




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



        The
Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security and the bearer of any coupon as the absolute owner of such Bearer
Security or coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Bearer Security or coupon be
overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. 



        None
of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. 




        Section
309.  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
Company or any agent of the Company, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in lieu of or
in exchange for any Debt Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Debt Securities and coupons held by
the Trustee shall be disposed of by the Trustee in accordance with customary procedures. 





        Section
310.  Computation of Interest.  




        Except
as otherwise specified as contemplated by Section 301 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
311.       Certification by a Person Entitled to Delivery of a Bearer Security. 




        Whenever
any provision of this Indenture or a Debt Security contemplates that certification be
given by a Person entitled to delivery of a Bearer Security, such certification shall be
provided substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with
only such changes as shall be approved by the Company and consented to by the Trustee,
whose consent shall not unreasonably be withheld. 




-30- 










        Section
312.  Judgments.  




        The
Company agrees that, to the fullest extent possible under applicable law and except as may
otherwise be specified as contemplated in Section 301, (a) the obligation, if
any, of the Company to pay the principal of (and premium, if any) and interest on the
Debt Securities of any series and any appurtenant coupons in a Foreign Currency, composite
currency or Dollars (the “Designated Currency”) as may be specified
pursuant to Section 301 is of the essence, and judgments in respect of such Debt
Securities shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of (and premium, if
any) and interest on such Debt Securities and any appurtenant coupons shall,
notwithstanding any payment in any other currency (whether pursuant to a judgment or
otherwise), be discharged only to the extent of the amount in the Designated Currency that
the Holder receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other currency (after any premium and cost of
exchange) in the country of issue of the Designated Currency in the case of Foreign
Currency or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder receives
such payment; (c) if the amount in the Designated Currency that may be so purchased
for any reason falls short of the amount originally due, the Company shall pay such
additional amounts as may be necessary to compensate for such shortfall; and (d) any
obligation of the Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue in full
force and effect. 




        Section
313.  CUSIP Numbers.  



        The
Company 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 Company will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers. 




ARTICLE FOUR  




Satisfaction and
Discharge 




        Section
401.  Satisfaction and Discharge of Indenture.  




        This
Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Debt Securities herein
expressly provided for and rights to receive payments of principal and interest thereon
and any right to receive additional amounts, as provided in Section 1006) and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when 






	 	        (1)              either  







	 	        (A)              all
Debt Securities theretofore authenticated and delivered and all coupons
          appertaining thereto (other than (i) coupons appertaining to Bearer
          Securities surrendered in exchange for Registered Securities and maturing after
          such exchange, surrender of which is not required or has been waived as
provided           in Section 305, (ii) Debt Securities and coupons which have
been           destroyed, lost or stolen and which have been replaced or paid as provided
in           Section 306, (iii) coupons appertaining to Bearer Securities
called           for redemption or surrendered for repayment and maturing after the
relevant           Redemption Date or Repayment Date, as appropriate, surrender of which
has been           waived as provided in Section 1106 or 1303 and (iv) Debt
Securities           and coupons for whose payment money and/or Government Obligations
have           theretofore been deposited in trust or segregated and held in trust by the
          Company and thereafter repaid to the Company or discharged from such trust, as
          provided in Section 1003) have been delivered to the Trustee
cancelled           or for cancellation; or  








-31- 









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







	 	        (i)              have
become due and payable, or  







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







	 	        (iii)              are
to be called for redemption within one year under arrangements satisfactory           to
the Trustee for the giving of notice of redemption by the Trustee in the           name,
and at the expense, of the Company, and the Company, in the case of           (B)(i),
(B)(ii) or (B)(iii) above, has irrevocably deposited or caused           to be
deposited with the Trustee as trust funds in trust for the purpose money           and/or
Government Obligations the payments of principal and interest on which           when due
(and without reinvestment) will provide money in such amounts as           will
(together with any money irrevocably deposited in trust with the Trustee,
          without investment) be sufficient to pay and discharge the entire
          indebtedness on such Debt Securities and coupons of such series for principal
          (and premium, if any) and interest, and any mandatory sinking fund,
          repayment or analogous payments thereon, on the scheduled due dates therefor to
          the date of such deposit (in the case of Debt Securities and coupons which have
          become due and payable) or to the Stated Maturity or Redemption Date, if
          any, and all Repayment Dates (in the case of Debt Securities repayable at the
          option of the Holders thereof); provided, however, that in the event a petition
          for relief under any applicable Federal or state bankruptcy, insolvency,
          reorganization or other similar law is filed with respect to the Company within
          91 days after the deposit, the obligations of the Company under the Indenture
          with respect to the Debt Securities of such series shall not be deemed
          terminated or discharged, and in such event the Trustee shall be required to
          return the deposited money and Government Obligations then held by the Trustee
          to the Company;  







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









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







        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 607 and, if money or Government Obligations shall have been
deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive. 



        Section
402.       Application of Trust Money and Government Obligations. 




	 	        (a)              Subject
to the provisions of the last paragraph of Section 1003, all money           and
Government Obligations deposited with the Trustee pursuant to           Section 401,
403 or 1501 shall be held in trust and such money and the           principal and
interest received on such Government Obligations shall be applied           by it, in
accordance with the provisions of the Debt Securities, any coupons and           this
Indenture, to the payment, either directly or through any Paying Agent
          (including the Company acting as its own Paying Agent) as the Trustee may
          determine, to the Persons entitled thereto, of the principal (and premium, if
          any) and interest for whose payment such money or Government Obligations
          have been deposited with the Trustee. Money and Government Obligations so held in trust are not subject to Article Sixteen. 








-32- 









	 	        (b)              The
Trustee shall deliver or pay to the Company from time to time upon Company
          Request any Government Obligations or money held by it as provided in
          Section 403 or 1501 which, in the opinion of a nationally recognized firm
          of independent public accountants expressed in a written certification thereof
          delivered to the Trustee, are then in excess of the amount thereof which then
          would have been required to be deposited for the purpose for which such
          Government Obligations or money were deposited or received.  







	 	        (c)              The
Trustee shall deliver to the Company from time to time upon Company Request           any
Government Obligations held by it as provided in Section 403 or 1501,
          provided that the Company in substitution therefor simultaneously delivers to
          the Trustee, money or other Government Obligations which, in the opinion of a
          nationally recognized firm of independent public accountants expressed in a
          written certification thereof delivered to the Trustee, would then be
sufficient           to satisfy the Company’s payment obligations in respect of the
Debt           Securities in the manner contemplated by Section 403 or 1501.  







        Section
403.       Satisfaction, Discharge and Defeasance of Debt Securities of any Series. 




        If
this Section 403 is specified, as contemplated by Section 301, to be applicable
to Debt Securities of any series, then, notwithstanding Section 401, (i) the
Company shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Debt Securities of any such series and related coupons; (ii) the
provisions of this Indenture as it relates to such Outstanding Debt Securities and related
coupons shall no longer be in effect (except as to (A) the rights of Holders of Debt
Securities to receive, from the trust fund described in subparagraph (1) below,
payment of (x) the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest on such Debt Securities and related
coupons on the Stated Maturity of such principal (and premium, if any) or installment
of principal (and premium, if any) or interest or (y) any mandatory sinking
fund, repayment or analogous payments applicable to the Debt Securities of that series on
that day on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, (B) the Company’s obligations with
respect to such Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1006,
and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including those under Section 607 hereof); and (iii) the Trustee, at the expense
of the Company, shall, upon Company Order, execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when 





	 	        (1)              either  







	 	        (A)              with
respect to all Outstanding Debt Securities of such series and related           coupons,
with reference to this Section 403, the Company has deposited or           caused to
be deposited with the Trustee irrevocably, as trust funds in trust,           money
and/or Government Obligations the payments of principal and interest on           which
when due (and without reinvestment) will provide money in such           amounts as
will (together with any money irrevocably deposited in trust with the           Trustee,
without investment) be sufficient to pay and discharge           (i) the
principal of (and premium, if any) and interest on the           Outstanding Debt
Securities of that series on the Stated Maturity of such           principal or interest
or, if such series may be redeemed by the Company prior to           the Stated Maturity
thereof and the Company shall have given irrevocable           instructions to the
Trustee to effect such redemption, at the date fixed for           such redemption
pursuant to Article Eleven, and (ii) any mandatory sinking           fund payments
or analogous payments applicable to Debt Securities of such series           on the date
on which such payments are due and payable in accordance with the           terms of this
Indenture and of such Debt Securities; or  








-33- 









	 	        (B)              the
Company has properly fulfilled such other means of satisfaction and           discharge
as is specified, as contemplated by Section 301, to be applicable           to the
Debt Securities of such series;  







	 	        (2)              Company
has paid or caused to be paid all sums payable with respect to the           Outstanding
Debt Securities of such series and related coupons;  







	 	        (3)              such
deposit will not result in a breach of, or constitute a default under, this
          Indenture or any other agreement or instrument to which the Company is a party
          or by which it is bound;  







	 	        (4)              no
Event of Default or event which, with the giving of notice or lapse of time,           or
both, would become an Event of Default pursuant to Section 501(1), (2),
          (3), (6) or (7) with respect to the Debt Securities of such series
          shall have occurred and be continuing on the date of such deposit and no Event
          of Default under Section 501(6) or Section 501(7) or event
          which, with the giving of notice or lapse of time, or both, would become an
          Event of Default under Section 501(6) or           Section 501(7) shall
have occurred and be continuing on the 91st day           after such date; provided,
however, that should that condition fail to be           satisfied on or before such 91st
day, the Trustee shall promptly, upon           satisfactory receipt of evidence of such
failure, return such deposit to the           Company;  







	 	        (5)              if
the Debt Securities of that series are then listed on any domestic or foreign
          securities exchange, the Company shall have delivered to the Trustee an Opinion
          of Counsel to the effect that such deposit, defeasance and discharge will not
          cause such Debt Securities to be delisted; and  







	 	        (6)              the
Company has delivered to the Trustee an Officers’ Certificate and an
          Opinion of Counsel, each stating that all conditions precedent herein provided
          for relating to the satisfaction and discharge of the entire indebtedness of
all           Outstanding Debt Securities and related coupons have been complied with.  









        Any
deposits with the Trustee referred to in Section 403(1)(A) above shall be
irrevocable and shall be made under the terms of an escrow or 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 any optional
redemption provisions or in accordance with any mandatory sinking fund requirement, the
applicable escrow or trust agreement shall provide therefor and the Company 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 Company. 



        Upon
the satisfaction of the conditions set forth in this Section 403 with respect to all
the Outstanding Debt Securities of any series, the terms and conditions of such series,
including the terms and conditions with respect thereto set forth in this Indenture, shall
no longer be binding upon, or applicable to, the Company; provided that the Company shall
not be discharged from any payment obligations in respect of Debt Securities of such
series which are deemed not to be Outstanding under clause (iii) of the definition
thereof if such obligations continue to be valid obligations of the Company under
applicable law. 




-34- 









        Notwithstanding
the cessation, termination and discharge of all obligations, covenants and agreements
(except as provided above in this Section 403) of the Company under this
Indenture with respect to any series of Debt Securities, the obligations of the Company to
the Trustee under Section 607, and the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003, shall survive with respect
to such series of Debt Securities. 




ARTICLE FIVE  




Remedies 




        Section
501.  Events of Default.  




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



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







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







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







	 	        (4)              default
in the performance, or breach, of any covenant or warranty of the           Company in
this Indenture (other than a covenant or warranty a default in whose
          performance or whose breach is elsewhere in this Section specifically
dealt           with or which has expressly been included in this Indenture solely for
the           benefit of Debt Securities of a series other than such series), and
continuance           of such default or breach for a period of 90 days after there has
been given by           registered or certified mail, to the Company by the Trustee, or
to the Company           and the Trustee by the Holders of at least 25% in principal
amount of the           Outstanding Debt Securities of such series, a written notice
specifying such           default or breach and requiring it to be remedied and stating
that such notice           is a “Notice of Default” hereunder; or  










	 	        (5)              a
default under any Debt by the Company or any Subsidiary (including a default
          with respect to Debt Securities of any series other than that series) or
          under any Mortgage, indenture or instrument under which there may be issued or
          by which there may be secured or evidenced any Debt by the Company or any
          Subsidiary (including this Indenture), whether such Debt now exists or shall
          hereafter be created, which default shall have resulted in such Debt in an
          outstanding principal amount in excess of $50 million becoming or being
declared           due and payable prior to the date on which it would otherwise have
become due           and payable, without such acceleration having been rescinded or
annulled, or           such Debt having been discharged, within a period of 10 days after
there shall           have been given, by registered or certified mail, to the Company by
the Trustee           or to the Company and the Trustee by the Holders of at least 25% in
principal           amount of the Outstanding Securities of that series a written notice
specifying           such default and requiring the Company to cause such acceleration to
be           rescinded or annulled or cause such Debt to be discharged and stating that
such           notice is a “Notice of Default” hereunder; or  








-35- 









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







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







	 	        (8)              any
other Event of Default, if any, provided with respect to Debt Securities of
          such series specified as contemplated by Section 301.  









        Section
502.       Acceleration of Maturity; Rescission and Annulment. 




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




-36- 









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



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







	 	        (A)              all
overdue installments of interest on all Debt Securities of such series,  







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







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







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







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







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



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





        The
Company covenants that if: 




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










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







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




-37- 









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




        Section
504.  Trustee May File Proofs of Claim.  




        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter
constituted, relative to the Company or any other obligor upon the Debt Securities of a
particular series or any related coupons or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of such
Debt Securities shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise, 



	 	        (1)              to
file and prove a claim for the whole amount of principal (and premium, if           any) and
interest owing and unpaid in respect of the Debt Securities of           such series and
any appurtenant coupons and to file such other papers or           documents as may be
necessary or advisable in order to have the claims of the           Trustee (including
any claim for the reasonable compensation, expenses,           disbursements and advances
of the Trustee, its agents and counsel) and of           the Holders allowed in such
judicial proceeding, and  







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







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





        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 any coupons 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. 




-38- 









        Section
505.       Trustee May Enforce Claims without Possession of Debt Securities or Coupons. 




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




        Section
506.   Application of Money Collected.  




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



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




        SECOND: To
the Holders of Senior Debt to the extent required by Article Sixteen; 





        THIRD:
 To the payment of the amounts then due and unpaid for principal of (and premium, if any) and
interest on the Debt Securities and any coupons, in respect of which or for the benefit
of which such money has been collected ratably, without preference or priority of any
kind, according to the amounts due and payable on such Debt Securities and any coupons
for principal (and premium, if any) and interest, respectively. The Holders of each
series of Debt Securities denominated in Euro, any other composite currency or a Foreign
Currency and any matured coupons relating thereto shall be entitled to receive a ratable
portion of the amount determined by the Exchange Rate Agent by converting the principal
amount Outstanding of such series of Debt Securities and matured but unpaid interest on
such series of Debt Securities in the currency in which such series of Debt Securities is
denominated into Dollars at the Exchange Rate as of the date of declaration of
acceleration of the Maturity of the Debt Securities; and  




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








        Section
507.  Limitation on Suits.  




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



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







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








-39- 









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







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








	 	        (5)              no
direction inconsistent with such written request has been given to the           Trustee
during such 60-day period by the Holders of a majority in principal           amount of
the Outstanding Debt Securities of such series; it being understood           and
intended that no one or more of such Holders shall have any right in any           manner
whatever by virtue of, or by availing of, any provision of this Indenture           to
affect, disturb or prejudice the rights of any other such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders), or to           obtain
or to seek to obtain priority or preference over any other of such           Holders or
to enforce any right under this Indenture, except in the manner           herein provided
and for the equal and ratable benefit of all of such Holders.  







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




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




        Section
509.  Restoration of Rights and Remedies.  




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






        Section
510.  Rights and Remedies Cumulative.  




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




        Section
511.  Delay or Omission Not Waiver.  




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




-40- 









        Section
512.       Control by Holders of Debt Securities. 




        The
Holders of a majority in principal amount of the Outstanding Debt Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series, provided, that 



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







	 	        (2)              subject
to the provisions of Section 601, the Trustee shall have the right           to
decline to follow any such direction if the Trustee in good faith shall, by a
          Responsible Officer or Responsible Officers of the Trustee, determine that the
          proceedings so directed would be unjustly prejudicial to the Holders of Debt
          Securities of such series not joining in any such direction; and  







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








        Section
513.  Waiver of Past Defaults.  




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



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







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









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




        Section
514.  Undertaking for Costs.  




        All
parties to this Indenture agree, and each Holder of any Debt Security or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having a due
regard to the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Company or the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 25% in principal amount of the Outstanding Debt Securities of
any series, or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Debt Security or the payment
of any coupons on or after the respective Stated Maturity or Maturities expressed in such
Debt Security or coupon (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date, as the case may be). 




-41- 










        Section
515.  Waiver of Stay or Extension Laws.  




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




ARTICLE SIX  




The Trustee 




        Section
601.  Certain Duties and Responsibilities.  




	 	        (a)         Except
during the continuance of an Event of Default,  








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







	 	        (b)         In
case an Event of Default has occurred and is  continuing,  the Trustee  shall  exercise
such          of the rights  and  powers  vested in it by this  Indenture,  and use the
same  degree of care and skill in their          exercise,  as a prudent  person would
 exercise or use under the  circumstances  in the conduct of his or her own
         affairs.  








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








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







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







	 	        (3)         the
Trustee  shall not be liable with  respect to any action taken or omitted to be taken by
it                   in good faith in accordance  with the direction of the Holders of a
majority in principal  amount of the                   Outstanding  Securities of any
series,  determined  as provided in Sections  101, 104 and 512,  relating
                  to the time,  method and place of conducting any proceeding for any
remedy available to the Trustee,  or                   exercising  any trust or power
 conferred  upon the Trustee,  under this  Indenture  with respect to the
                  Debt Securities of such series; and  







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












        Section
602.  Notice of Default.  




        If
a default occurs hereunder with respect to Debt Securities of any series the Trustee shall
transmit by mail to all Holders of Debt Securities of such series notice of such default
as and to the extent provided by the Trust Indenture Act; provided, however, that in the
case of any default of the character specified in Section 501(4) with respect to
Debt Securities of such series no such notice to Holders shall be given until at least 30
days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Debt Securities of such series. 




-42- 










        Section
603.  Certain Rights of Trustee.  




        Except
as otherwise provided in Section 601: 



	 	        (a)              the
Trustee may conclusively rely and shall be protected in acting or refraining from acting
          upon any signature, resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, 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 or direction of the Company mentioned herein shall be sufficiently
          evidenced by a Company Request or Company Order and any resolution of the Board
          of Directors shall be sufficiently evidenced by a Board Resolution;  







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







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







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







	 	        (f)              the
Trustee shall not be bound to make any investigation into the facts or           matters
stated in any resolution, certificate, statement, instrument, opinion,           report,
notice, request, direction, consent, order, bond, debenture, note,           coupon,
other evidence of indebtedness or other paper or document, but the           Trustee, in
its discretion, may make such further inquiry or investigation into           such facts
or matters as it may see fit, and, if the Trustee shall determine to           make such
further inquiry or investigation, it shall be entitled to examine the           books,
records and premises of the Company, personally or by agent or attorney,           other
than any such books or records containing information as to the affairs of           the
customers of the Company or any of its subsidiaries; provided that the           Trustee
may examine such books and records relating to customers to the extent           that
such books and records contain information as to any payments made to such
          customers in their capacity as Holders of Debt Securities; provided, further,
          that the Trustee shall treat all information regarding the Company which it
          receives pursuant to this Indenture and its duties hereunder as confidential
and           shall not disclose such information unless necessary in order to fulfill
its           duties under this Indenture or the Trust Indenture Act;   









	 	        (g)              the
Trustee may execute any of the trusts or powers hereunder or perform any           duties
hereunder either directly or by or through agents or attorneys and the           Trustee
shall not be responsible for any misconduct or negligence on the part of           any
agent or attorney appointed with due care by it hereunder; no Exchange Rate
          Agent, Global Exchange Agent, Depositary or Paying Agent shall be deemed an
          agent of the Trustee and the Trustee shall not be responsible for any act or
          omission by any of them; 







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







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







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







	 	        (k)    
     the  rights,  privileges,  protections,  immunities  and  benefits  given  to  the
 Trustee,  including,  without limitation,  its right to be  indemnified,  are  extended
 to, and shall be  enforceable  by,  the  Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder; and 







	 	        (l)    
     the  Trustee  may  request  that the  Company  deliver  an  Officers’  Certificate
 setting  forth  the  names of individuals  and/or  titles of officers  authorized at
such time to take  specified  actions  pursuant to this  Indenture, which  Officers’  Certificate
 may be signed by any person  authorized  to sign an Officers’  Certificate,  including
 any person specified as so authorized in any such certificate previously delivered and
not superseded. 








-43- 









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




        The
recitals contained herein and in the Debt Securities, except the Trustee’s
certificates of authentication, and in any coupons, and the information in any
registration statement, including all attachments thereto, except information provided by
the Trustee therein, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Debt Securities of any series
or any coupons. The Trustee shall not be accountable for the use or application by the
Company of any Debt Securities or the proceeds thereof. The Trustee shall not be
responsible for and makes no representations as to the Company’s ability or authority
to issue Bearer Securities or the lawfulness thereof. 



        Section
605.       May Hold Debt Securities or Coupons. 




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




        Section
606.  Money Held in Trust.  




        Money
held by the Trustee or any Paying Agent in trust hereunder 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 money received by it hereunder except as
otherwise agreed with the Company. 




        Section
607.  Compensation and Reimbursement.  





        The
Company agrees 




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







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










	 	        (3)              to indemnify each of the Trustee or any predecessor  Trustee and their agents for, and to hold them harmless against,  any
and all loss,  damage,  claims,  liability  or expense,  including  taxes  (other  than taxes  based upon,  measured by or
determined by the income of the Trustee),  arising out of or in connection  with the acceptance or  administration  of the
trust or trusts  hereunder,  including the costs and expenses of defending  itself against any claim (whether  asserted by
the Company,  or any Holder or any other Person) or liability in  connection  with the exercise or  performance  of any of
its powers or duties  hereunder,  or in connection  with  enforcing the  provisions of this Section,  except to the extent
that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. 









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        The
Trustee shall promptly notify the Company of any claim for which it may seek
indemnification pursuant to the provisions of this Indenture. The Company shall be
entitled to participate in, and to the extent that it shall wish, to assume the defense of
such claim, with counsel satisfactory to the Trustee (and the Trustee shall cooperate in
the defense thereof), and after notice from the Company to the Trustee of the
Company’s election so to assume the defense thereof, the Company shall not be liable
to the Trustee under this Indenture for any legal or other expenses subsequently incurred
by the Trustee in connection with the defense thereof other than reasonable costs of
investigation; provided,  however,  that the Trustee may only employ separate counsel at the expense of
the Company if in the judgement of the  Trustee  (i) a conflict of interest  exists by
reason of common  representation  or (ii) there are legal  defenses available to the
Trustee that are  different  from or are in addition to those  available to the Company
or if all parties commonly represented do not agree as to the action (or inaction) of
counsel. The Company shall not be obligated under any settlement agreement relating
to any claim under this Indenture to which it has not agreed in writing. 



        As
security for the performance of the obligations of the Company under this Section the
Trustee shall have a claim prior to the Debt Securities and any coupons upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (and premium, if any) or interest on particular Debt
Securities or any coupons. 



        The
provisions of this Section 607 shall survive the resignation or removal of the
Trustee and the termination of this Indenture. 




        Section
608.  Disqualification; Conflicting Interests.  




        If
the Trustee has or shall acquire any conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed
to have a conflicting interest with respect to Debt Securities of any series by virtue of
being a trustee under this Indenture with respect to any particular series of Debt
Securities. 




        Section
609.  Corporate Trustee Required; Eligibility.  




        There
shall at all times be a Trustee hereunder which shall be a corporation that is eligible
pursuant to the Trust Indenture Act to act as such and organized and doing business under
the laws of the United States, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture Act at any time
permit a corporation organized and doing business under the laws of any other jurisdiction
to serve as trustee of an indenture qualified under the Trust Indenture Act, this
Section 609 shall be automatically amended to permit a corporation organized and
doing business under the laws of any such other jurisdiction to serve as Trustee
hereunder. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. 






        Section
610.       Resignation and Removal; Appointment of Successor. 




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








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







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







	 	        (d)              If
at any time:  







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







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







	 	        (3)                 the
Trustee shall become incapable of acting with respect to any series of Debt
          Securities or a decree or order for relief by a court having jurisdiction in
the           premises shall have been entered in respect of the Trustee in an
involuntary           case under the Federal bankruptcy laws, as now or hereafter
constituted, or any           other applicable Federal or State bankruptcy, insolvency or
similar law; or a           decree or order by a court having jurisdiction in the
premises shall have been           entered for the appointment of a receiver, custodian,
liquidator, assignee,           trustee, sequestrator or other similar official of the
Trustee or of its           property or affairs, or any public officer shall take charge
or control of the           Trustee or of its property or affairs for the purpose of
rehabilitation,           conservation, winding up or liquidation, or  







	 	        (4)                 the
Trustee shall commence a voluntary case under the Federal bankruptcy laws,           as
now or hereafter constituted, or any other applicable Federal or State
          bankruptcy, insolvency or similar law or shall consent to the appointment of or
          taking possession by a receiver, custodian, liquidator, assignee, trustee,
          sequestrator or other similar official of the Trustee or its property or
          affairs, or shall make an assignment for the benefit of creditors, or shall
          admit in writing its inability to pay its debts generally as they become due,
or           shall take corporate action in furtherance of any such action,  








	 	
then,
in any such case, (i) the Company by a Board Resolution may remove the Trustee with
respect to such series at any time or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Debt Security of any series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee for the Debt Securities of such
series and the appointment of a successor Trustee. In addition, the Company may remove
the Trustee if the Company shall determine by a Board Resolution that the services
provided by the Trustee hereunder may be obtained at a substantially lower cost to the
Company. If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of removal, the
Trustee that is to be removed may, at the expense of the Company petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such series. 









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	 	        (e)              If
the Trustee shall resign, be removed or become incapable of acting with           respect
to any series of Debt Securities, or if a vacancy shall occur in the           office of
Trustee for any cause, with respect to the Debt Securities of one or           more
series, the Company, by a Board Resolution, shall promptly appoint a           successor
Trustee or Trustees with respect to the Debt Securities of that or           those series
(it being understood that any such successor Trustee may be           appointed with
respect to the Debt Securities of one or more or all of such           series and that at
any time there shall be only one Trustee with respect to the           Debt Securities of
any particular series) and shall comply with the           applicable requirements
of Section 611. If, within one year after such           resignation, removal or
incapability, or the occurrence of such vacancy, a           successor Trustee with
respect to the Debt Securities of any series shall be           appointed by Act of the
Holders of a majority in principal amount of the           Outstanding Debt Securities of
such series delivered to the Company and the           retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its           acceptance of such appointment,
become the successor Trustee with respect to the           Debt Securities of such series
and to that extent supersede the successor           Trustee appointed by the Company. If
no successor Trustee with respect to the           Debt Securities of any series shall
have been so appointed by the Company or the           Holders and accepted appointment
in the manner hereinafter provided, any Holder           who has been a bona fide Holder
of a Debt Security of such series for at least           six months may, subject to
Section 514, on behalf of himself and all others           similarly situated,
petition any court of competent jurisdiction for the           appointment of a successor
Trustee with respect to the Debt Securities of such           series.  







	 	        (f)              The
Company shall give notice of each resignation and each removal of the           Trustee
with respect to the Debt Securities of any series and each appointment           of a
successor Trustee with respect to the Debt Securities of any series by           mailing
written notice of such event by first-class mail, postage prepaid, to           the
Holders of Registered Securities, if any, of such series as their names and
          addresses appear in the Security Register and, if Debt Securities of such
series           are issuable as Bearer Securities, by publishing notice of such event
once in an           Authorized Newspaper in each Place of Payment located outside the
United States.           Each notice shall include the name of the successor Trustee with
respect to the           Debt Securities of such series and the address of its Corporate
Trust Office.  








        Section
611.  Acceptance of Appointment by Successor.  




	 	        (a)              In
the case of an appointment hereunder of a successor Trustee with respect to           all
Debt Securities, every such successor Trustee so appointed shall execute,
          acknowledge and deliver to the Company and to the retiring Trustee an
instrument           accepting such appointment, and thereupon the resignation or removal
of the           retiring Trustee shall become effective and such successor Trustee,
without any           further act, deed or conveyance, shall become vested with all the
rights,           powers, trusts and duties of the retiring Trustee; but, on request of
the           Company or the successor Trustee, such retiring Trustee shall, upon payment
of           its charges due under Section 607 hereof, execute and deliver an
instrument           transferring to such successor Trustee all the rights, powers and
trusts of the           retiring Trustee, and shall duly assign, transfer and deliver to
such successor           Trustee all property and money held by such retiring Trustee
hereunder.  








-47- 









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







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







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







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




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





        Section
613.       Preferential Collection of Claims Against Company. 




        If
and when the Trustee shall be or shall become a creditor, directly or indirectly, secured
or unsecured, of the Company (or any other obligor upon the Debt Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding collection of
claims against the Company (or any such other obligor). 




-48 - 










        Section
614.  Authenticating Agent.  




        The
Trustee shall upon Company Request appoint one or more Authenticating Agents (including,
without limitation, the Company or any Affiliate thereof) with respect to one or more
series of Debt Securities which shall be authorized on behalf of the Trustee in
authenticating Debt Securities of such series in connection with the issue, delivery,
registration of transfer, exchange, partial redemption or repayment of such Debt
Securities. Wherever reference is made in this Indenture to the authentication of Debt
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Company
and, in the case of Registered Securities, must be a corporation organized and doing
business under the laws of the United States or of any State or the District of Columbia,
having a combined capital and surplus of at least $50,000,000, authorized under such laws
to do a trust business and subject to supervision or examination by Federal or State
authorities, and in the case of Bearer Securities and an authenticating agent who is not
organized and doing business under the laws of the United States or of any State thereof
or the District of Columbia, is subject to supervision or examination by the appropriate
foreign authorities. 



        Any
corporation succeeding to the corporate agency business of an authenticating agent shall
continue to be an authenticating agent without the execution or filing of any paper or any
further act on the part of the Trustee or such authenticating agent. 



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






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



        The
provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be applicable to
any authenticating agent. 



        Pursuant
to each appointment made under this Section, the Debt Securities of each series covered by
such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the following
form: 




-49- 









        This
is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture. 





		The Bank of New  York
	

	

By 
		
            As Authenticating Agent for the Trustee
		
	Dated:_______________________	

By 
		
            Authorized Signatory







ARTICLE SEVEN  




Holders’ Lists
and Reports By Trustee and Company 



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




        The
Company will furnish or cause to be furnished to the Trustee with respect to Debt
Securities of each series for which it acts as Trustee: 



	 	        (1)              semi-annually,
not later than May 15 and November 15 in each year, a list, in           such form as the
Trustee may reasonably require, of the names and addresses of           the Holders of
Registered Securities as of the preceding May 1 or November 1, as           the case may
be, and  







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







provided, however, that if and so
long as the Trustee shall be the Security Registrar, no such list need be furnished. 



        Section
702.       Preservation of Information; Communications to Holders. 




	 	        (a)              The
Trustee shall preserve, in as current a form as is reasonably practicable,           the
names and addresses of Holders of Registered Securities contained in the           most
recent list furnished to the Trustee as provided in Section 701 and           the
names and addresses of Holders of Registered Securities received by the           Trustee
in its capacity as Paying Agent or Security Registrar, if so acting. The
          Trustee may destroy any list furnished to it as provided in Section 701
          upon receipt of a new list so furnished. The Trustee shall preserve for at
least           two years the names and addresses of Holders of Bearer Securities filed
with the           Trustee by such Holders.  









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







	 	        (c)              Every
Holder of Debt Securities or coupons, by receiving and holding the same,           agrees
with the Company and the Trustee that neither the Company nor the Trustee           shall
be held accountable by reason of any disclosure of information as to the           names
and addresses of the Holders made pursuant to the Trust Indenture Act.  








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        Section
703.  Reports by Trustee.  




	 	        (a)      The
Trustee shall  transmit to Holders such reports  concerning the Trustee and its actions
under this Indenture as may be required  pursuant to the Trust Indenture Act at the times
and in the manner  provided  pursuant  thereto.  If required by Section  313 (a) of the
Trust  Indenture  Act,  the Trustee  shall,  within  sixty days after the date specified in a supplemental indenture with respect to any issuance of Debt  Securities  under this  Indenture  deliver to
Holders a brief  report,  dated as of such specified date, which complies with the provisions of
such Section 313(a).  







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








        Section
704.  Reports by Company.  




        The
Company shall file with the Trustee and the Commission, and transmit to Holders such
information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the time and in the manner pursuant to such Act;
provided that such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission. 



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






ARTICLE EIGHT  




Consolidation, Merger,
Conveyance, Transfer or Lease 



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




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





	 	        (1)              in
case the Company shall consolidate with or merge into another corporation or
          convey, transfer or lease its properties and assets substantially as an
entirety           to any Person, the corporation formed by such consolidation or into
which the           Company is merged or the Person which acquires by conveyance or
transfer, or           which leases, the properties and assets of the Company
substantially as an           entirety shall be a corporation organized and existing
under the laws of the           United States of America, any political subdivision
thereof or any State thereof           and shall expressly assume, by an indenture
supplemental hereto, executed and           delivered to the Trustee, in form
satisfactory to the Trustee, the due and           punctual payment of the principal of
(and premium, if any) and interest           (including all additional amounts, if
any, payable pursuant to           Section 1006) on all the Debt Securities and
the performance of every           covenant of this Indenture on the part of the Company
to be performed or           observed;  








-51- 









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







	 	        (3)              the
Company has delivered to the Trustee an Officers’ Certificate and an
          Opinion of Counsel each stating that such consolidation, merger, conveyance,
          transfer or lease and such supplemental indenture comply with this Article and
          that all conditions precedent herein provided for relating to such transaction
          have been met.  








        Section
802.  Successor Corporation Substituted.  




        Upon
any consolidation with or merger into any other corporation, or any conveyance, transfer
or lease of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor corporation formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had been named as
the Company herein, and thereafter, except in the case of a lease, the Company (which term
for this purpose shall mean the Person named as the “Company” in the first
paragraph of this instrument or any successor corporation which shall theretofore have
become such in the manner presented in this Article) shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and any coupons. 



        Section
803.       Conveyance or Transfer to a Wholly-owned Subsidiary. 




        Notwithstanding
the provisions of Sections 801 and 802, and without any requirement of complying with
any of such provisions, the Company may convey or transfer its properties and assets
substantially as an entirety to another corporation organized and existing under the laws
of the United States of America or any State or the District of Columbia which is lawfully
entitled to acquire the same; provided, however, that immediately after giving effect to
such conveyance or transfer and to the receipt of the consideration therefore such other
corporation shall be a Wholly-owned Subsidiary of the Company and prior to such conveyance
or transfer there shall have been filed with the Trustee an Officers’ Certificate to
the effect that the requirements of this Section 803 will be complied with in
connection with such conveyance or transfer. 







ARTICLE NINE  




Supplemental Indentures 



        Section
901.       Supplemental Indentures without Consent of Holders. 




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



	 	        (1)              to
evidence the succession of another corporation to the Company, and the
          assumption by such successor of the covenants of the Company herein and in the
          Debt Securities contained; or  








-52- 









	 	        (2)              to
add to the covenants of the Company, for the benefit of the Holders of all or
          any series of Debt Securities (and if such covenants are to be for the benefit
          of less than all series of Debt Securities, stating that such covenants are
          expressly being included solely for the benefit of such series) or any
          coupons, to convey, transfer, assign, mortgage or pledge any property to or
with           the Trustee, or to surrender any right or power herein conferred upon the
          Company; or  







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







	 	        (4)              to
add to, change or eliminate any of the provisions of this Indenture to           provide
that Bearer Securities may be registrable as to principal, to change or
          eliminate any restrictions on the payment of principal of (or premium, if any,
          on) Registered Securities or of principal of (or premium, if any,
          on) or any interest on Bearer Securities, to permit Bearer Securities to
be           issued in exchange for Registered Securities of other authorized
denominations           or to permit or facilitate the issuance of Debt Securities in
uncertificated           form, provided any such action shall not adversely affect the
interests of the           Holders of Debt Securities of any series or any related
coupons in any material           respect; or  







	 	        (5)              to
change or eliminate any of the provisions of this Indenture, provided that           any
such change or elimination (a) shall become effective only when there           is
no Debt Security Outstanding of any series created prior to the execution of
          such supplemental indenture which is entitled to the benefit of such provisions
          or (b) shall not apply to any Debt Security Outstanding; or  







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







	 	        (7)              to
secure the Debt Securities; or  







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









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







	 	        (10)              to
add to or change or eliminate any provision of this Indenture as shall be
          necessary or desirable in accordance with any amendments to the Trust Indenture
          Act, provided such action shall not adversely affect the interest of Holders of
          Debt Securities of any series or any related coupons in any material respect.  








	 	        (11)
     to make any change in  Article  Sixteen  that would  limit or  terminate  the rights
of Senior  Debt under Article Sixteen, subject to any required approvals of the Holders
of such Senior Debt. 









-53- 








        An
amendment  under this Section in respect of the Debt  Securities  of any series may not
make any change that adversely  affects the rights under Article Sixteen of any Holder of
Senior Debt then  outstanding  unless the Holders of such Senior Debt (or their
Representative) consent to such change. 





        Section
902.       Supplemental Indentures with Consent of Holders. 




        With
the consent of the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of all series affected by such supplemental indenture, acting
together as a class, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights under this Indenture of the Holders of such Debt
Securities of such series and any related coupons; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Debt
Security or coupon affected thereby, 



	 	        (1)              change
the Stated Maturity of the principal or any installment of principal of,           or any
installment of interest on, any Debt Security, or reduce the principal           amount
thereof or the interest thereon or any premium payable upon redemption or
          repayment thereof, or change any obligation of the Company to pay additional
          amounts pursuant to Section 1006 (except as contemplated by
          Section 801(1) and permitted by Section 901(1)), or reduce the
          amount of the principal of an Original Issue Discount Security that would be
due           and payable upon a declaration of acceleration of the Maturity thereof
pursuant           to Section 502, or change any Place of Payment, or the coin or
currency in           which any Debt Security or the interest thereon or any coupon is
payable, or           impair the right to institute suit for the enforcement of any such
payment on or           after the Stated Maturity thereof (or, in the case of redemption
or repayment,           on or after the Redemption Date or Repayment Date, as the case
may be), or  







	 	        (2)              reduce
the percentage in principal amount of the Outstanding Debt Securities of           any
series, the consent of whose Holders is required for any such supplemental
          indenture, or the consent of whose Holders is required for any waiver (of
          compliance with certain provisions of this Indenture or certain defaults
          hereunder and their consequences) provided for in this Indenture, or
reduce           the requirements of Section 1404 for quorum or voting, or  







	 	        (3)              modify
any of the provisions of this Section, Section 513 or           Section 1009,
except to increase any such percentage or to provide that           certain other
provisions of this Indenture cannot be modified or waived without           the consent
of the Holder of each Outstanding Debt Security affected thereby;           provided,
however, that this clause shall not be deemed to require the consent           of any
Holder with respect to changes in the references to “the           Trustee” and
concomitant changes in this Section and           Section 1009, or the deletion
of this proviso, in accordance with the           requirements of Section 611(b) and
901(8), or  










	 	        (4)              adversely
affect the right to repayment, if any, of Debt Securities of any           series at the
option of the Holders thereof.  








	 	        (5)    
     make any change in Article  Sixteen that  adversely  affects the rights of any
Holder of Senior Debt under Article Sixteen. 









-54- 









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



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



        An
amendment  under this Section in respect of the Debt  Securities  of any series may not
make any change that adversely  affects the rights under Article Sixteen of any Holder of
Senior Debt then  outstanding  unless the Holders of such Senior Debt (or their
Representative) consent to such change. 







        Section
903.  Execution of Supplemental Indentures.  




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




        Section
904.  Effect of Supplemental Indentures.  




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




        Section
905.  Conformity with Trust Indenture Act.  




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



        Section
906.       Reference in Debt Securities to Supplemental Indentures. 




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




-55- 










ARTICLE TEN  




Covenants 



        Section
1001.      Payment of Principal, Premium and Interest. 




        The
Company covenants and agrees for the benefit of each series of Debt Securities and any
appurtenant coupons that it will duly and punctually pay the principal of (and premium, if
any) and interest on the Debt Securities in accordance with the terms of the Debt
Securities, any appurtenant coupons and this Indenture. Any interest due on Bearer
Securities on or before Maturity, other than additional amounts, if any, payable as
provided in Section 1006 in respect of principal of (or premium, if any,
on) such a Debt Security, shall be payable only upon presentation and surrender of
the coupon or coupons for such interest installments as are evidenced thereby as they
severally mature. 



        Section
1002.      Maintenance of Office or Agency. 




        The
Company will maintain in each Place of Payment for any series of Debt Securities an
office or agency where Debt Securities (but, except as otherwise provided below, unless
such Place of Payment is located outside the United States, not Bearer Securities or
coupons) may be presented or surrendered for payment, where Debt Securities may be
surrendered for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt Securities and this Indenture may be served. If
Debt Securities of a series are issuable as Bearer Securities, the Company will maintain,
subject to any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt Securities
of such series and the related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Debt Securities of such series
pursuant to Section 1006); provided, however, that if the Debt Securities of such
series are listed on a stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in any required city
located outside the United States, as the case may be, so long as the Debt Securities of
such series are listed on such exchange. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices or demands may be made or served at the Corporate Trust Office, and the Company hereby appoints
The Bank of New York its agent to receive all presentations, surrenders,
notices and demands, except that Bearer Securities of that series and the related coupons
may be resented and surrendered for payment (including payment of any additional amounts
payable on Bearer Securities of that series pursuant to Section 1006) at the
place specified for the purpose pursuant to Section 301(5).  




        No
payment of principal of, or premium, if any, or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, payment of principal of and any premium and
interest (including additional amounts payable in respect thereof) on any Bearer
Security denominated in Dollars may be made at an office or agency of, and designated by,
the Company located in the United States if (but only if) payment of the full amount
of such principal, premium, interest or additional amounts in Dollars at all offices
outside the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions and the Trustee receives an Opinion of Counsel that such payment within the
United States is legal. Unless otherwise provided as contemplated by Section 301 with
respect to any series of Debt Securities, at the option of the Holder of any Bearer
Security or related coupon, payment may be made by check in the currency designated for
such payment pursuant to the terms of such Bearer Security presented or mailed to an
address outside the United States or by transfer to an account in such currency maintained
by the payee with a bank located outside the United States. 




-56- 









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



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




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



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



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



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







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







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








-57- 









        The
Company may at any time, for the purpose of terminating its obligations under this
Indenture with respect to Debt Securities of any series or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from
all further liability with respect to such money. 



        Any
principal and interest received on the Government Obligations deposited with the Trustee
or any money deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal of (and premium, if any) or interest on any
Debt Security of any series or any money on deposit with the Trustee or any Paying Agent
representing amounts deducted from the Redemption Price or Repayment Price with respect to
unmatured coupons not presented upon redemption or exercise of the Holder’s option
for repayment pursuant to Section 1106 or 1303 and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Debt Security or
any coupon appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money (including the principal and interest received on
Government Obligations deposited with the Trustee), and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense of the Company
cause to be published once, in an Authorized Newspaper of general circulation in the
Borough of Manhattan, The City of New York, and each Place of Payment or mailed to each
such Holder, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to the
Company. 



        Section
1004.      Corporate Existence. 




        Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights (charter and
statutory) and franchises, provided, however, that the Company shall not be required
to preserve any such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries, taken as a whole, and that the loss thereof is not disadvantageous
in any material respect to the Holders. 



        Section
1005.      Maintenance of Properties. 




        The
Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, provided, however,
that nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders. 




-58- 









        Section
1006.      Payment of Additional Amounts. 




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



        If
the Debt Securities of a series provide for the payment of additional amounts, at least 10
days prior to the first Interest Payment Date with respect to that series of Debt
Securities (or if the Debt Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal (and premium, if any) is
made), and at least 10 days prior to each date of payment of principal (and premium, if
any) or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee
and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on the
Debt Securities of that series shall be made to Holders of Debt Securities of that series
or the related coupons who are United States Aliens without withholding for or on account
of any tax, assessment or other governmental charge described in the Debt Securities of
that series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld on such
payments to such Holders of Debt Securities or coupons and the Company will pay to the
Trustee or such Paying Agent the additional amounts, if any, required by the terms of such
Debt Securities and the first paragraph of this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this Section. 



        Section
1007.      Payment of Taxes. 




        The
Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all material taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, provided, however, that the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment or charge
whose amount, applicability or validity is being contested in good faith by appropriate
proceedings or where failure to pay or discharge any such tax, assessment or charge would
not have a material adverse effect on the Holders. 



        Section
1008.      Officer's Certificate as to Compliance. 




        The
Company will furnish to the Trustee not more than 120 days after the end of the
Company’s fiscal year in each year (beginning with December 31, 2003) a brief certificate
from the principal executive, financial or accounting officer
of the Company as to his or her knowledge of the Company’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),
and, if he or she has knowledge of any default, specifying each such default of which the
signer has knowledge and the nature thereof. 



        Section
1009.      Statement by Officers as to Default. 




        The
 Company  shall  deliver to the  Trustee,  as soon as  possible  and in any event  within
 five days after the Company becomes  aware of the  occurrence  of any Event of Default
or an event  which,  with  notice or the lapse of time or both, would  constitute  an
Event of Default,  an Officers'  Certificate  setting  forth the details of such Event of
Default or default and the action which the Company proposes to take with respect thereto. 




-59- 









        Section
1010.      Waiver of Certain Covenants. 




        The
Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1004, 1005 and 1007 inclusive with respect to the Debt Securities
of any series or any other covenant or condition applicable to the Debt Securities of any
series pursuant to Section 301 unless such covenant or condition is determined
pursuant to Section 301 not to be subject to this provision if, before the time for
such compliance the Holders of at least a majority in principal amount of the Debt
Securities at the time Outstanding to which such covenant or condition applies shall,
acting together as a class by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such covenant or condition shall remain in
full force and effect. 



        Section
1011.      Calculation of Original Issue Discount. 




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





ARTICLE ELEVEN  




Redemption of Debt
Securities 



        Section
1101.      Applicability of Article. 




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



        Section
1102.      Election to Redeem; Notice to Trustee. 




        The
election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all of
the Debt Securities of any series, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount and the
tenor and terms of the Debt Securities of any series to be redeemed. In the case of any
redemption of Debt Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Debt Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction. 



        Section
1103.      Selection by Trustee of Debt Securities to be Redeemed. 




        Except
as otherwise specified as contemplated by Section 301 for Debt Securities of any
series, if less than all the Debt Securities of any series with like tenor and terms are
to be redeemed, the particular Debt Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Debt
Securities of such series with like tenor and terms not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for
Debt Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or Bearer
Securities (if issued in more than one authorized denomination) of such series of a
denomination larger than the minimum authorized denomination for Debt Securities of such
series. 




-60- 









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



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



        Section
1104.      Notice of Redemption. 




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



	 	        All
notices of redemption shall state:  








	 	        (1)              the
Redemption Date,  







	 	        (2)              the
Redemption Price,  







	 	        (3)              if
less than all Outstanding Debt Securities of any series are to be redeemed,           the
identification (and, in the case of partial redemption, the principal           amounts) of
the particular Debt Securities to be redeemed,  







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







	 	        (5)              the
Place or Places of Payment where such Debt Securities, together in the case           of
Bearer Securities with all coupons, if any, appertaining thereto maturing           after
the Redemption Date, are to be surrendered for payment of the Redemption           Price,  







	 	        (6)              that
Bearer Securities may be surrendered for payment only at such place or           places
which are outside the United States, except as otherwise provided in           Section 1002,  







	 	        (7)              that
the redemption is for a sinking fund, if such is the case, and  







	 	        (8)              the
CUSIP number, if any.  







        A notice
of redemption published as contemplated by Section 106 need not identify particular
Registered Securities to be redeemed. 




-61- 









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



        Section
1105.      Deposit of Redemption Price. 




        On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money and/or Government
Obligations the payments of principal and interest on which when due (and without
reinvestment) will provide money on or prior to the Redemption Date in such amounts
as will (together with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt
Securities or portions thereof which are to be redeemed on that date; provided, however,
that deposits with respect to Bearer Securities shall be made with a Paying Agent or
Paying Agents located outside the United States except as otherwise provided in
Section 1002, unless otherwise specified as contemplated by Section 301. 



        Section
1106.      Debt Securities Payable on Redemption Date. 




        Notice
of redemption having been given as aforesaid, the Debt Securities to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified and
from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Debt Securities shall cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of any such
Debt Security for redemption in accordance with said notice, such Debt Security shall be
paid by the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency located
outside the United States except as otherwise provided in Section 1002), and provided
further, that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such Debt
Securities, or one or more Predecessor Securities, registered as such on the relevant
Record Dates according to their terms and the provisions of Section 307. 



        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Bearer Security may be paid after
deducting from the Redemption 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 Company
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 Bearer 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 Redemption 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 upon
presentation and surrender of those coupons at an office or agency located outside of the
United States except as otherwise provided in Section 1002. 




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



        Section
1107.      Debt Securities Redeemed in Part. 




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




ARTICLE TWELVE  




Sinking Funds 



        Section
1201.      Applicability of Article. 




        The
provisions of this Article shall be applicable to any sinking fund for the retirement of
Debt Securities of a series except as otherwise specified as contemplated by
Section 301 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 terms of Debt Securities of
any series is herein referred to 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 1202. 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
1202.      Satisfaction of Sinking Fund Payments with Debt Securities. 




        The
Company (1) may deliver Outstanding Debt Securities of a series (other than any
previously called for redemption), together in the case of any Bearer Securities of such
series with all unmatured coupons appertaining thereto, and (2) may apply as a credit
Debt Securities of a series which have been redeemed either at the election of the Company
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
Securities in lieu of cash payments pursuant to this Section 1202, 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 Company Request, 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 Company from time to
time pay over and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Debt Securities purchased
by the Company having an unpaid principal amount equal to the cash payment requested to be
released to the Company. 




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        Section
1203.      Redemption of Debt Securities for Sinking Fund. 




        Not
less than 45 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 Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that series,
the portion thereof, if any, which is to be satisfied by payment of cash, the portion
thereof, if any, which is to be satisfied by crediting Debt Securities of that series
pursuant to Section 1202 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 1103 and cause notice of the redemption thereof to be given in the name of
and at the expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Debt Securities shall be made upon the
terms and in the manner stated in Sections 1105, 1106 and 1107. 




ARTICLE THIRTEEN  




Repayment at the
Option of Holders 



        Section
1301.      Applicability of Article. 




        Debt
Securities of any series which 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 301 for Debt Securities of such
series) in accordance with this Article. 



        Section
1302.      Repayment of Debt Securities. 




        Each
Debt Security which 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 301. 



        Section
1303.      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 Company
in a Place of Payment, not less than 30 nor more than 45 days prior to the Repayment Date;
provided, however, that surrender of Bearer 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 Section 1002. 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. 




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        If
any Bearer Security surrendered for repayment shall not be accompanied by all unmatured
coupons and all matured coupons in default, such Bearer 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 Company
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 Bearer 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 1002. 



        The
Company 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 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
Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Bearer Security so surrendered a new Registered Security or
Securities or new Bearer Security or Securities (and all appurtenant 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 Company, the Trustee nor the Security Registrar shall
issue Registered Securities for Bearer Securities if it has received an Opinion of Counsel
that as a result of such issuance the Company would suffer adverse consequences under the
United States Federal income tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such issuances thereafter unless
and until the Trustee receives a subsequent Company Order to the contrary. The Company
shall deliver copies of such Company 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
1304.      Election of Repayment by Remarketing Entities. 




        The
Company 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 1303. 



        Section
1305.      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 1304, 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 for such
interest appertaining to Bearer Securities so to be repaid, except to the extent provided
above, shall be void, unless the Company shall default in the payment of such price in
which case the Company 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 FOURTEEN  




Meetings of Holders of
Debt Securities 



        Section
1401.      Purposes for Which Meetings May Be Called. 




        If
Debt Securities of a series are issuable in whole or in part as Bearer Securities, a
meeting of Holders of Debt Securities of such series may be called at any time and from
time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided by this Indenture
to be made, given or taken by Holders of Debt Securities of such series. 



        Section
1402.      Call, Notice and Place of Meetings. 




	 	        (a)              The
Trustee may at any time call a meeting of Holders of Debt Securities of any
          series issuable as Bearer Securities for any purpose specified in
          Section 1401, 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 Holders of Debt Securities of any series, setting
          forth the time and the place of such meeting and in general terms the action
          proposed to be taken at such meeting, shall be given, in the manner provided in
          Section 106, not less than 21 nor more than 180 days prior to the date
          fixed for the meeting.  







	 	        (b)              In
case at any time the Company, pursuant to a Board Resolution, or the Holders           of
at least 25% in principal amount of the Outstanding Debt Securities of any
          series shall have requested the Trustee to call a meeting of the Holders of
Debt           Securities of such series for any purpose specified in Section 1401,
by           written request setting forth in reasonable detail the action proposed to be
          taken at the meeting, and the Trustee shall not have made the first publication
          of the notice of such meeting within 21 days after receipt of such request or
          shall not thereafter proceed to cause the meeting to be held as provided
herein,           then the Company or the Holders of Debt Securities of such series in
the amount           above specified, as the case may be, may determine the time and the
place in the           Borough of Manhattan, The City of New York, or in London for such
meeting and           may call such meeting for such purposes by giving notice thereof as
provided in           subsection (a) of this Section.  








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        Section
1403.      Persons Entitled to Vote at Meetings. 




        To
be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Debt Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Debt Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of Holders of
Debt Securities of any series shall be the Persons entitled to vote at such meeting and
their counsel, any representatives of the Trustee and its counsel and any representatives
of the Company and its counsel. 



        Section
1404.      Quorum; Action. 




        The
Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities
of a series shall constitute a quorum for a meeting of Holders of Debt Securities of such
series. In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Debt Securities of
such series, be dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairperson of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairperson of the meeting prior to the adjournment
of such adjourned meeting. Notice of this reconvening of any adjourned meeting shall be
given as provided in Section 1402(a), except that such notice need be given only once
not less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding Debt Securities
of such series which shall constitute a quorum. 



        Except
as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted
only by the affirmative vote of the Holders of majority in principal amount of the
Outstanding Debt Securities of that series, provided, however, that, except as limited by
the proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other Act which this Indenture
expressly provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Debt Securities of that series. 



        Any
resolution passed or decision taken at any meeting of Holders of Debt Securities of any
series duly held in accordance with this Section shall be binding on all the Holders
of Debt Securities of such series and the related coupons, whether or not present or
represented at the meeting. 




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        Section
1405.      Determination of Voting Rights; Conduct and Adjournment of Meetings. 




	 	        (a)              Notwithstanding
any other provisions of this Indenture, the Trustee may make           such reasonable
regulations as it may deem advisable for any meeting of Holders           of Debt
Securities of such series in regard to proof of the holding of Debt           Securities
of such series and of the appointment of proxies and in regard to the
          appointment and duties of inspectors of votes, the submission and examination
of           proxies, certificates and other evidence of the right to vote, and such
other           matters concerning the conduct of the meeting as it shall deem
appropriate.           Except as otherwise permitted or required by any such regulations,
the holding           of Debt Securities shall be proved in the manner specified in
Section 104           and the appointment of any proxy shall be proved in the manner
specified in           Section 104 or, in the case of Bearer Securities, by having
the signature           of the person executing the proxy witnessed or guaranteed by any
trust company,           bank or banker authorized by Section 104 to certify to the
holding of           Bearer Securities. Such regulations may provide that written
instruments           appointing proxies, regular on their face, may be presumed valid
and genuine           without the proof specified in Section 104 or other proof.  







	 	        (b)              The
Trustee shall, by an instrument in writing, appoint a temporary chairperson           of
the meeting, unless the meeting shall have been called by the Company or by
          Holders of Debt Securities as provided in Section 1402(b), in which case
          the Company or the Holders of Debt Securities of the series calling the
meeting,           as the case may be, shall in like manner appoint a temporary
chairperson. A           permanent chairperson and a permanent secretary of the meeting
shall be elected           by vote of the Persons entitled to vote a majority in
principal amount of the           Outstanding Debt Securities of such series represented
at the meeting.  







	 	        (c)              At
any meeting each Holder of a Debt Security of such series or proxy shall be
          entitled to one vote for each $1,000 principal amount (or the equivalent in
          Euro, any other composite currency or a Foreign Currency) of Debt
          Securities of such series held or represented by him; 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 chairperson of the meeting not
to           be Outstanding. The chairperson of the meeting shall have no right to vote,
          except as a Holder of a Debt Security of such series or proxy.  







	 	        (d)              Any
meeting of Holders of Debt Securities of any series duly called pursuant to
          Section 1402 at which a quorum is present may be adjourned from time to
          time by Persons entitled to vote a majority in principal amount of the
          Outstanding Debt Securities of such series represented at the meeting; and the
          meeting may be held as so adjourned without further notice.  







        Section
1406.      Counting Votes and Recording Action of Meetings. 




        The
vote upon any resolution submitted to any meeting of Holders of Debt Securities of any
series shall be by written ballots on which shall be subscribed the signatures of the
Holders of Debt Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Debt Securities of such series
held or represented by them. The permanent chairperson of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of any series
shall be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice was given as provided in
Section 1402 and, if applicable, Section 1401. Each copy shall be signed and
verified by the affidavits of the permanent chairperson and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the matters
therein stated. 




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ARTICLE FIFTEEN  




Defeasance 



        Section
1501.      Termination of Company's Obligations. 




        If
this Section 1501 is specified, as contemplated by Section 301, to be applicable
to any series of Debt Securities and if the Company deposits irrevocably in trust with the
Trustee money and/or Government Obligations the payments of principal and interest on
which when due (and without reinvestment) will provide money in such amounts as will
(together with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest when due on the Debt
Securities of such series and any coupons appertaining thereto on the Stated Maturity of
such principal or interest or, if such series may be redeemed by the Company prior to the
Stated Maturity thereof and the Company shall have given irrevocable instructions to the
Trustee to effect such redemption, at the date fixed for such redemption pursuant to
Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on
the scheduled due dates therefor, the Company’s obligations under Sections 801,
803, 1005 and 1007 and any other covenant determined pursuant to Section 301 to be
subject to this Section shall terminate and Sections 501(4) (with respect
to Sections 801, 803, 1005 and 1007), 501(5), 501(6), 501(7) and 501(8) (if
specified as contemplated by Section 301) shall be deemed not to be an Event of
Default, in each case with respect to the Debt Securities of the series for which such
deposit was made; provided, however, that (i) no Event of Default with respect to the
Debt Securities of such series under Section 501(6) or 501(7) or event that
with notice or lapse of time or both would constitute such an Event of Default shall have
occurred and be continuing on the 91st day after such date, (ii) such deposit will
not result in a breach of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound, and
(iii) such termination shall not relieve the Company of its obligations under the
Debt Securities of such series and this Indenture to pay when due the principal of (and
premium, if any) and interest and additional amounts on such Debt Securities if such
amounts are not paid (or payment is not provided for) when due from the money and
Government Obligations (and the proceeds thereof) so deposited. 



        It
shall be a condition to the deposit of cash and/or Government Obligations and the
termination of the Company’s obligations pursuant to the provisions of this
Section with respect to the Debt Securities of any series under Sections 801,
803, 1005 and 1007 and any other covenant determined pursuant to Section 301 to be
subject to this Section and the inapplicability of the Events of Default contained in
Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth
above pursuant to the provisions of this Section with respect to Debt Securities of
any series that the Company deliver to the Trustee (i) an Officers’ Certificate
to the effect that under the laws in effect on the date such money and/or Government
Obligations are deposited with the Trustee, the amount thereof will be sufficient, after
payment of all Federal, state and local taxes in respect thereof payable by the Trustee,
to pay principal (and premium, if any) and interest when due on the Debt Securities
of such series; and (ii) an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the defeasance
contemplated in this Section have been complied with. 




-69- 









        It
shall be an additional condition to the deposit of cash and/or Government Obligations and
the termination of the Company’s obligations pursuant to the provisions of this
Section under Sections 801, 803, 1005 and 1007 and any other covenant determined
pursuant to Section 301 to be subject to this Section and the inapplicability of
the Events of Default contained in Section 501(4), 501(5), 501(6), 501(7) and
501(8) to the extent set forth above pursuant to the provisions of this Section, with
respect to the Debt Securities of any series then listed on the New York Stock Exchange,
that the Company deliver an Opinion of Counsel that the Debt Securities of such series
will not be delisted from the New York Stock Exchange as a result of such deposit and
termination. 



        After
a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in
writing the discharge of the Company’s obligations pursuant to the provisions of this
Section with respect to the Debt Securities of such series under Sections 801,
803, 1005 and 1007 and any other covenant determined pursuant to Section 301 to be
subject to this Section and the inapplicability of the Events of Default contained in
Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth
above. 



        Section
1502.      Repayment to Company. 




        The
Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money or Government Obligations not required for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of any series for which money or
Government Obligations have been deposited pursuant to Section 1501 held by them at
any time. 



        The
Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money held by them for the payment of principal (and premium, if any) and interest
that remains unclaimed for two years after the Maturity of the Debt Securities for which a
deposit has been made pursuant to Section 1501. After such payment to the Company,
the Holders of the Debt Securities of such series and any related coupons shall
thereafter, as unsecured general creditors, look only to the Company for the payment
thereof. 





        Section
1503.      Indemnity for Government Obligations. 




        The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited Government Obligations or the principal or
interest received on such Government Obligations. 




ARTICLE SIXTEEN  




Subordination 



        Section
1601.      Agreement to Subordinate. 




        The
Company  agrees,  and each Holder of Debt  Securities  by accepting a Debt Security
 agrees,  that the Debt  evidenced  by such Debt  Securities  is  subordinated  in right
of  payment,  to the extent and in the manner provided  in  this  Article  Sixteen,  to
the  prior  payment  in full in cash of all  Senior  Debt  and  that  the subordination
 is for the benefit of and  enforceable  by the Holders of such Senior Debt.  All
 provisions of this Article Sixteen shall be subject to Section 1612. 





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        Section
1602.       Liquidation, Dissolution, Bankruptcy. 




        Upon
any  payment or  distribution  of the  assets of the  Company  to  creditors  upon a
total or partial liquidation  or a total or partial  dissolution  of the  Company or in a
 bankruptcy,  reorganization,  insolvency, receivership or similar proceeding relating to
the Company or its property: 




	 	        (1)    
     Holders of Senior Debt shall be entitled  to receive  indefeasible  payment in full
in cash of such Senior Debt before Holders of Debt  Securities  shall be entitled to
receive any payment of principal of or interest on or other amounts with respect to the
Debt Securities; and 







	 	        (2)    
     until such  Senior  Debt is paid in full in cash,  any payment or  distribution  to
which  Holders of Debt Securities  would be entitled  but for this Article  Sixteen
 shall be made to holders of such Senior Debt as their interests may appear,  except that
Holders of Debt  Securities may receive shares of stock and any debt  securities that are
subordinated to such Senior Debt to at least the same extent as the Debt Securities. 







        Section
1603.       Default on Senior Debt. 




        The
 Company  shall not pay the  principal  of or interest on or other  amounts  with
 respect to the Debt Securities or make any deposit pursuant to Section 1501  and may not
purchase,  redeem or otherwise retire any Debt Securities  (collectively,  “Pay the Debt
 Securities”) if  either of the  following (a “Payment  Default”) occurs: (1) any  Senior
Debt is not paid in full in cash when due; or (2) any  other  default on Senior Debt
occurs and the maturity of such Senior Debt is  accelerated  in  accordance  with its
terms  unless,  in either case,  the Payment Default has been cured or waived and any
such  acceleration  has been  rescinded  or such Senior Debt has been paid in full in
cash;  provided,  however,  that the Company shall be entitled to pay the Debt Securities
without regard to the  foregoing  if the  Company  and the  Trustee  receive  written
 notice  approving  such  payment  from  the Representative  of any Senior  Debt with
 respect to which the  Payment  Default has  occurred  and is  continuing. During the
 continuance of any default (other than a Payment  Default) with  respect to any Senior
Debt pursuant to which the maturity  thereof may be  accelerated  immediately  without
 further notice (except such notice as may be required to effect such  acceleration) or
 the  expiration of any applicable  grace periods,  the Company shall not pay the Debt
Securities for a period (a “Payment  Blockage  Period”) commencing  upon the receipt by
the Trustee of (with a copy to the Company) written  notice (a “Blockage  Notice”) of
such default from the Representative of such Senior  Debt  specifying  an  election  to
effect a Payment  Blockage  Period and ending 179 days  thereafter.  The Payment
 Blockage Period shall end earlier if such Payment  Blockage Period is terminated  (1) by
written notice to the Trustee  and the Company  from the Person or Persons who gave such
 Blockage  Notice;  (2) because  the default giving rise to such  Blockage  Notice is
cured,  waived or  otherwise no longer  continuing;  or  (3) because  such Senior  Debt
has been  discharged  or repaid  in full in cash.  Notwithstanding  the  provisions
 described  in the immediately  preceding  two  sentences  (but  subject to the
 provisions  contained  in the first  sentence of this Section),  unless the Holders of
such Senior Debt or the  Representative of such Senior Debt shall have accelerated the
maturity of such Senior Debt,  the Company shall be entitled to resume  payments on the
Debt  Securities  after termination of such Payment  Blockage  Period.  The Debt
 Securities  shall not be subject to more than one Payment Blockage  Period in any
 consecutive  360-day period  irrespective of the number of defaults with respect to
Senior Debt  during such  period.  For  purposes  of this  Section,  no default or event
of default  which  existed or was continuing  on the date of the  commencement  of any
 Payment  Blockage  Period  with  respect to the  Senior  Debt initiating  such  Payment
 Blockage  Period  shall be, or be made,  the basis of the  commencement  of a subsequent
Payment Blockage Period by the  Representative  of such Senior Debt,  unless such default
or event of default shall have been cured or waived for a period of not less than 90
consecutive days. 




-71- 










        Section
1604.       Acceleration of Payment of Debt Securities. 




        In
the event of the  acceleration  of any Debt Securities  because of an Event of Default,
 the Holders of Senior Debt shall be  entitled  to receive  payment in full of all
amounts due or to become due on or in respect of all Senior Debt or provision  shall be
made for such  payment in cash,  before the Holders of Debt  Securities  are entitled to
receive any payment  (including  any payment which may be payable by reason of the
payment of any other indebtedness  of the Company being  subordinated to the payment of
the Debt  Securities) by  the Company on account of the principal of or interest on the
Debt  Securities or on account of the purchase,  redemption or retirement of Debt
 Securities;  provided,  however,  that nothing in this  Section 1604  shall prevent the
 satisfaction  of any sinking fund payment in accordance  with Article  Twelve by
delivering  and  crediting  pursuant to Article  Twelve Debt  Securities  which  have
 been  acquired  (upon  redemption  or   otherwise) prior   to  such  declaration  of
acceleration;  and provided  further,  however,  that money deposited  pursuant to Section 1501
not in violation of this Indenture  shall not be subject to the claims of Holders of
Senior Debt. If payment of the Debt  Securities is accelerated  because of an Event of
 Default,  the  Company or the  Trustee  shall  promptly  notify the Holders of Senior
Debt (or their Representatives) of the acceleration. 




        Section
1605.       When Distribution Must Be Paid Over. 




        If
a distribution  is made to Holders of Debt  Securities  that because of this Article
Sixteen should not have been made to them,  such Holders of Debt  Securities who receive
the  distribution  shall hold it in trust for Holders of Senior Debt and pay it over to
them as their interests may appear. 




        Section
1606.       Subrogation. 




        After
 all  Senior  Debt is  indefeasibly  paid in full and until  the Debt  Securities  are
paid in full, Holders  of Debt  Securities  shall  be  subrogated  to the  rights  of
 Holders  of such  Senior  Debt to  receive distributions  applicable to such Senior
Debt. A  distribution  made under this Article  Sixteen to holders of such Senior Debt
which  otherwise  would have been made to Holders of Debt Securities is not, as between
the Company and the Holders of Debt Securities, a payment by the Company on such Senior
Debt. 




        Section
1607.       Relative Rights. 




        This
Article  Sixteen  defines the  relative  rights of Holders of Debt  Securities  and
Holders of Senior Debt. Nothing is this Indenture shall: 




	 	        (1)    
     impair,  as between the Company and Holders of Debt  Securities,  the obligation of
the Company,  which is absolute and  unconditional,  to pay  principal of and interest on
the Debt  Securities  in  accordance  with their terms; or 








-72- 









	 	        (2)    
     prevent the Trustee or any Holder of Debt  Securities  from  exercising  its
 available  remedies  upon an Event of Default,  subject to the rights of Holders of
Senior Debt to receive  distributions  otherwise  payable to Holders of Debt Securities. 







        Section
1608.       Subordination May Not Be Impaired by Company. 




        No
right of any Holder of Senior  Debt to enforce  the  subordination  of the Debt
 evidenced  by the Debt Securities  shall be  impaired  by any act or failure to act by
the  Company or by its  failure to comply with this Indenture. 




        Section
1609.       Rights of Trustee and Paying Agent. 




        Notwithstanding
 Section 1603,  the  Trustee  (or paying  agent,  as  applicable)shall  continue  to
make payments on the Debt  Securities  and shall not be charged with actual knowledge of the
existence of facts that under this Article  Sixteen would  prohibit the making of any
such payments  unless,  not less than two Business Days prior to the date of such
 payment,  a  Responsible  Officer of the Trustee  received  notice  satisfactory  to it
that such payments are prohibited by this Article Sixteen.  The Company,  the Security
Registrar or co-registrar,  the paying agent, a Representative or a holder of Senior Debt
shall be entitled to give the notice;  provided,  however, that, if an issue of Senior
Debt has a Representative, only the Representative shall be entitled to give the notice. 




        The
Trustee in its  individual or any other  capacity  shall be entitled to hold Senior Debt
with the same rights it would have if it were not Trustee.  The Security  Registrar and
 co-registrar  and the paying agent shall be entitled  to do the same with like  rights.
 The  Trustee  shall be entitled to all the rights set forth in this Article  Sixteen
 with  respect to any Senior  Debt which may at any time be held by it, to the same
 extent as any other  Holder of such Senior  Debt;  and  nothing in Article Six shall
 deprive the Trustee of any of its rights as such  Holder.  Nothing in this  Article
 Sixteen  shall  apply to claims of, or payments  to, the Trustee  under or pursuant to
Section 607. 




        Section
1610.       Distribution or Notice to Representative. 




        Whenever
 any Person is to make a  distribution  or give a notice to Holders of Senior  Debt,
 such Person shall be entitled to make such distribution or give such notice to their
Representative (if any). 




        Section
1611.       Article Sixteen Not to Prevent Events of Default or Limit Right to Accelerate. 




        The
failure to make a payment  pursuant to the Debt  Securities by reason of any provision in
this Article Sixteen  shall not be  construed  as  preventing  the  occurrence  of an
Event of Default.  Nothing in this Article Sixteen  shall have any effect on the right of
the  Holders of Debt  Securities  or the Trustee to  accelerate  the maturity of the Debt
Securities. 




        Section
1612.       Trust Moneys Not Subordinated. 




        Notwithstanding
 anything  contained  herein to the  contrary,  payments  from  money or the  proceeds
 of Government  Obligations  held in trust under  Article  Fifteen by the Trustee  for
the payment of  principal  of or interest on the Debt  Securities  shall not be
 subordinated  to the prior payment of any Senior Debt or subject to the restrictions
 set forth in this Article Sixteen,  and none of the Holders of Debt Securities shall be
obligated to pay over any such amount to the Company or any Holder of Senior Debt or any
other creditor of the Company. 





-73- 









        Section
1613.       Trustee Entitled to Rely. 




        Upon
any payment or  distribution  pursuant to this Article  Sixteen,  the Trustee and the
Holders of Debt Securities  shall be entitled to conclusively rely  (1) upon any order or decree of a
court of competent  jurisdiction  in which any proceedings of the nature referred to in
 Section 1602  are pending,  (2) upon a certificate of the liquidating trustee or agent
or other  person  making  such  payment or  distribution  to the Trustee or to the
Holders of Debt Securities or (3) upon the  Representatives  of Senior Debt for the
purpose of ascertaining the persons entitled to participate  in such payment or
 distribution,  the Holders of such Senior Debt and other Debt of the Company,  the
amount  thereof or  payable  thereon,  the  amount or  amounts  paid or  distributed
 thereon  and all other  facts pertinent  thereto or to this  Article  Sixteen.  In the
event that the Trustee  determines,  in good  faith,  that evidence  is required  with
 respect to the right of any person as a Holder of Senior  Debt to  participate  in any
payment or distribution  pursuant to this Article Sixteen,  the Trustee shall be entitled
to request such Person to furnish  evidence to the reasonable  satisfaction  of the
Trustee as to the amount of such Senior Debt held by such Person,  to the extent to which
such person is entitled to  participate in such payment or  distribution  and other facts
 pertinent to the rights of such Person under this Article  Sixteen,  and, if such
evidence is not furnished, the Trustee shall be entitled to defer any payment to such
Person pending  judicial  determination  as to the right of such  person to receive  such
 payment.  The  provisions  of Article Six shall be  applicable  to all actions or
omissions of actions by the Trustee pursuant to this Article Sixteen. 




        Section
1614.       Trustee to Effectuate Subordination. 




        Each
Holder of Debt  Securities  by accepting a Debt  Security  authorizes  and directs the
Trustee on his behalf to take such action as may be necessary or  appropriate  to
 acknowledge  or  effectuate  the  subordination between the Holders of Debt  Securities
 and the  Holders of Senior  Debt as provided in this  Article  Sixteen and appoints the
Trustee as attorney-in-fact for any and all such purposes. 




        Section
1615.       Trustee Not Fiduciary for Holders of Senior Debt. 




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





        Section
1616.       Reliance by Holders of Senior Debt on Subordination Provisions. 




        Each
Holder of Debt  Securities  by accepting a Debt Security  acknowledges  and agrees that
the foregoing subordination  provisions  are, and are intended to be, an  inducement  and
a  consideration  to each Holder of any Senior  Debt,  whether  such  Senior  Debt was
 created  or  acquired  before  or after  the  issuance  of the Debt Securities,  to
acquire  and  continue to hold,  or to  continue to hold,  such Senior Debt and such
Holder of such Senior  Debt  shall be deemed  conclusively  to have  relied on such
 subordination  provisions  in  acquiring  and continuing to hold, or in the continuing
to hold, such Senior Debt. 






-74- 










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








		HUDSON HIGHLAND GROUP, INC.
	

	

By    /s/ Richard W. Pehlke
		
            Name: Richard W. Pehlke
		
		            Title: Executive Vice President and Chief
                         Financial Officer
		








		THE BANK OF NEW  YORK
	

	

By    /s/ Kisha A. Holder
		
            Name: Kisha A. Holder
		
		            Title: Assistant Vice President
		









-75- 









EXHIBIT A-1 




[Form of Certificate
of Beneficial Ownership by a
Non-United States Person or by Certain Other Persons]
Certificate 





HUDSON HIGHLAND GROUP, INC. 




[Insert title or
sufficient description of 
Debt Securities to be
delivered]




        Reference
is hereby made to the Indenture dated as of ________________________ (the
“Indenture”) between Hudson Highland Group, Inc. and
The Bank of New York (the “Trustee”), covering the above-captioned
Debt Securities. This is to certify that as of the date hereof, ____________ principal
amount of Debt Securities credited to you for our account (i) is owned by persons
that are not United States Persons, as defined below; (ii) is owned by United States
Persons that are (a) foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial
institutions”) purchasing for their own account or for resale, or
(b) United States Persons who acquired the Debt Securities through foreign branches
of United States financial institutions and who hold the Debt Securities through such
United States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution encloses herewith a certificate in the
form of Exhibit A-2 to the Indenture); or (iii) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or
foreign financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) certify that they have not acquired the Debt
Securities for purposes of resale directly or indirectly to a United States Person or to a
person within the United States or its possessions. 



        [Insert
if certificate does not relate to an interest payment — We undertake to advise you by
facsimile followed by written confirmation if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned Debt Securities in
bearer form as to all of such Debt Securities with respect to such of said Debt Securities
as then appear in your books as being held for our account.] We understand that this
certificate is required in connection with United States tax laws. We irrevocably
authorize you to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. “United States Person” shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation, partnership
or other entity created or organized in or under the laws of the United States or any
political subdivision thereof or an estate the income of which is subject to United States
Federal income taxation regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over its administration and one or more
United States persons have the authority to control all of its substantial decisions, or
certain election trusts that were in existence on August 19, 1996, and were treated as
democratic trusts on that date. 




A-1 









        [This
certificate excepts and does not relate to principal amount of Debt Securities credited to
you for our account and to which we are not now able to make the certification set forth
above. We understand that definitive Debt Securities cannot be delivered and interest
cannot be paid until we are able to so certify with respect to such principal amount of
Debt Securities.]* 




Dated: ____________, ____ 



[To be dated on or after

____________, ____ (the date 
determined as provided in the
 Indenture)] 






		[Name of Person Entitled to Receive Bearer Security]
	

	


(Authorized Signatory)
		Name:
		
Title:
		
 







* Delete if inappropriate 




A-2 










EXHIBIT A-2 




[Form of Certificate
of Status as a
Foreign Branch of a United States Financial Institution] 
Certificate





HUDSON HIGHLAND GROUP, INC. 




[Insert title or
sufficient description of
Debt Securities to be
delivered] 




        Reference
is hereby made to the Indenture dated as of ______________________ (the
“Indenture”), Hudson Highland Group, Inc. and The Bank of New York,
relating to the offering of the above-captioned Debt Securities (the “Debt
Securities”). Unless herein defined, terms used herein have the same meaning as given
to them in the Indenture. 



        The
undersigned represents that it is a branch located outside the United States of a United
States securities clearing organization, bank or other financial institution (as defined
in U.S. Treasury Regulation Section 1.165-12(c)(1)(v)) that holds
customers’ securities in the ordinary course of its trade or business and agrees, and
authorizes you to advise the issuer or the issuer’s agent, that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986 and the regulations thereunder and is not purchasing for resale
directly or indirectly to a United States Person or to a person within the United States
or its possessions. We undertake to advise you by tested telex followed by written
confirmation if the statement in the immediately preceding sentence is not correct on the
date of delivery of the above-captioned Debt Securities in bearer form. 



        We
understand that this certificate is required in connection with the United States tax
laws. We irrevocably authorize you to produce this certificate or a copy hereof to any
interested party in any administrative or legal proceedings with respect to the matters
covered by this certificate. 



Dated: ____________, ____ 



[To be dated on or after

____________, ____ (the date 
determined as provided in the
 Indenture)] 






		[Name of Person Entitled to Receive Bearer Security]
	

	


(Authorized Signatory)
		Name:
		
Title: