Exhibit 4.01


 


LEHMAN BROTHERS HOLDINGS INC.


 


AND


 


JPMORGAN CHASE BANK, N.A.,


 


as Trustee


 


 










 


SEVENTH SUPPLEMENTAL INDENTURE


 


Dated as of January 18, 2005


 


 










 





















 


THIS SEVENTH
SUPPLEMENTAL INDENTURE, dated as of January 18, 2005, is between LEHMAN
BROTHERS HOLDINGS INC., a corporation duly organized and existing under the
laws of the State of Delaware (the “Company”), and JPMORGAN CHASE BANK, N.A.
(as successor to The Chase Manhattan Bank (formerly known as (Chemical Bank)),
a banking corporation duly organized and existing under the laws of the State
of New York, acting as Trustee under the Indenture referred to below (the “Trustee”).


 


W  I  T  N  E  S
S  E  T  H


 


WHEREAS, the
Company has duly authorized the execution and delivery of an Indenture dated as
of February 1, 1996 (the “Indenture”), as amended and supplemented, to provide
for the issuance from time to time of its unsecured notes or other evidences of
indebtedness to be issued in one or more series (the “Securities”), as in the
Indenture provided, up to such principal amount or amounts as may from time to
time be authorized in or pursuant to one or more resolutions of the Board of
Directors;


 


WHEREAS, the
Company will issue to Lehman Brothers Holdings Capital Trust VI, a Delaware
statutory trust (“Trust VI”), a series of Securities entitled the “6.24%
Subordinated Deferrable Interest Debentures due 2054” (the “Subordinated
Debentures”);


 


WHEREAS, the
Company has duly authorized the execution and delivery of this Sixth
Supplemental Indenture in order to provide for certain supplements to the
Indenture which shall only be applicable to the Subordinated Debentures;


 


WHEREAS, all
acts and things necessary to make this Seventh Supplemental Indenture a valid
agreement of the Company according to its terms have been done and performed,
and the execution and delivery of this Seventh Supplemental Indenture have in
all respects been duly authorized;


 


NOW,
THEREFORE, in consideration of the premises, of the purchase and acceptance of
the Securities by the Holders thereof, and of the sum of one dollar duly paid
to it by the Trustee at the execution and delivery of these presents, the
receipt whereof is hereby acknowledged, the Company covenants and agrees with
the Trustee to supplement the Indenture, only for purposes of the Subordinated
Debentures, as follows:


 


SECTION 1.   AMENDMENTS TO THE INDENTURE


 


1.1           Amendment to Section 101 of the
Indenture. Section 101 of the Indenture is hereby amended solely with
respect to the Subordinated Debentures by adding the following new definitions
thereto, in the appropriate alphabetical sequence:


 


“Debentures”
means the Company’s 6.24% Subordinated Deferrable Interest Debentures due 2054.


 


“Declaration”
means the Amended and Restated Declaration of Trust, dated as of January 18,
2005 among the Company and the trustees named therein.


 





















 


“Trust VI”
means Lehman Brothers Holdings Capital Trust VI, a Delaware statutory trust.


 


1.2           Amendment to Section 501 of the
Indenture. Section 501 is amended by deleting the “or” at the end of
paragraph (7) and inserting “; or” at the end of paragraph (8) in place of the
period and adding the following at the end thereof:


 


“(9) Trust VI
shall have voluntarily or involuntarily dissolved, wound-up its business or
otherwise terminated its existence except in connection with (i) distribution
of the Securities held by Trust VI to holders of its securities in liquidation
of such holders’ interests in Trust VI, (ii) redemption of all of the
securities issued by Trust VI, or (iii) mergers, consolidations or amalgamations,
each as permitted by Section 3.15 of the Declaration.”


 


1.3           Amendment to Section 902 of the
Indenture. Section 902 is amended to add the following at the end thereof:


 


“For purposes
of this Section 902, if the Debentures are held by Trust VI, the consent of not
less than 66 2/3% of the aggregate liquidation amount of the securities issued
by Trust VI shall be required in order for such supplemental indenture to be
effective.”


 


1.4           Amendment to Section 1007 of the
Indenture. Section 1007 is amended to add the following at the end thereof:


 


“For purposes
of this Section 1007, if the Debentures are held by Trust VI, the consent of
not less than a majority of the aggregate liquidation amount of the securities
issued by Trust VI shall be required in order to waive a covenant.”


 


1.5           Amendment to Section 513 of the
Indenture. Section 513 is amended to add the following at the end thereof:


 


“For purposes
of this Section 513, if the Debentures are held by Trust VI, the consent of not
less than a majority of the aggregate liquidation amount of the securities
issued by Trust VI shall be required in order to waive such default.”


 


1.6           Amendment to Article Ten of the
Indenture. Article Ten of the Indenture is amended to add the following
covenant at the end of such Article:


 


“SECTION 1010.
Trust Covenants.


 


The Company
shall, for so long as Trust VI is in existence: (i) maintain directly or
indirectly 100% ownership of the common securities of Trust VI, (ii) cause
Trust VI to remain a statutory trust and not to be voluntarily dissolved,
wound-up, liquidated or terminated, except as provided for in the Declaration,
(iii) use its commercially reasonable efforts to assure that Trust VI will not
be an “investment company” for purposes of the Investment Company Act of 1940,
(iv) take no action that would be reasonably likely to cause Trust VI to be
classified as an


 


2





















 


association or
a publicly traded partnership taxable as a corporation for United States
federal income tax purposes, and (v) agree to pay all debts and obligations
(other than with respect to the securities issued by Trust VI) and all costs
and expenses of Trust VI (including, but not limited to, all costs and expenses
relating to the organization of Trust VI, the fees and expenses of the trustees
and all costs and expenses relating to the operation of Trust VI) and to pay
any and all taxes, duties, assessments or governmental charges of whatever
nature (other than withholding taxes) imposed on Trust VI by the United States,
or any other taxing authority, so that the net amounts received and retained by
Trust VI after paying such expenses will be equal to the amounts Trust VI would
have received had no such costs or expenses been incurred by or imposed on the
Trust VI. The foregoing obligations of the Company are for the benefit of, and
shall be enforceable by, any Person to whom any such debts, obligations, costs,
expenses and taxes are owed (each, a “Creditor”) whether or not such Creditor
has received notice thereof. Any such Creditor may enforce such obligations of
the Company directly against the Company, and the Company irrevocable waives
any right or remedy to require that any such Creditor take any action against
Trust VI or any other Person before proceeding against the Company.


 


SECTION
2.   MISCELLANEOUS


 


2.1           Debentures. Attached hereto as
Exhibit A is a form of the Subordinated Debenture.


 


2.2           Separability. In case any
provision in this Seventh Supplemental Indenture 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.


 


2.3           Continuance of Indenture. This
Seventh Supplemental Indenture supplements the Indenture and shall be a part of
and subject to all the terms thereof. The Indenture, as supplemented by this
Seventh Supplemental Indenture, shall continue in full force and effect.


 


2.4           The Trustee. The Trustee shall
not be responsible in any manner for or in respect of the validity or sufficiency
of this Seventh Supplemental Indenture, or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely.


 


2.5           Governing Law. This Seventh
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.


 


2.6           Defined Terms. All capitalized
terms used in this Seventh Supplemental Indenture which are defined in the
Indenture, but not otherwise defined herein, shall have the same meanings
assigned to them in the Indenture.


 


2.7           Counterparts. This Seventh
Supplemental 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 instrument.


 


3





















 


JPMorgan Chase
Bank, N.A. hereby accepts the trusts in this Seventh Supplemental Indenture
declared and provided, upon the terms and conditions hereinabove set forth.


 


4





















 


IN WITNESS
WHEREOF, Lehman Brothers Holdings Inc. has caused this Seventh Supplemental
Indenture to be signed and acknowledged by its President, its Chairman of the
Board, one of its Vice Presidents, its Chief Executive Officer or its Treasurer,
and JPMorgan Chase Bank, N.A., as Trustee, has caused this Seventh Supplemental
Indenture to be signed and acknowledged by one its authorized officers, and its
corporate seal to be affixed hereunto, and the same to be attested by one of
its authorized officers, as of the day and year first above written.


 


	
   

  	
  LEHMAN
  BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barrett
  S. DiPaolo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barrett S.
  DiPaolo

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tai B.
  Lee

  	
   

  
	
   

  	
   

  	
   Authorized
  Officer

  
					



 


5





















 


EXHIBIT A


 


	
   No. D-    

   	
   $                

   



 


LEHMAN BROTHERS HOLDINGS INC.

6.24% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2054


 


Lehman
Brothers Holdings Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the “Company”), for value
received, hereby promises to pay to JPMORGAN CHASE BANK, N.A., as Property
Trustee (the “Property Trustee”) for LEHMAN BROTHERS HOLDINGS CAPITAL TRUST VI
(the “Trust”), at the office or agency of the Company in the Borough of
Manhattan, the City of New York, the principal sum of             
dollars on January 18, 2054, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest on said principal sum at said
office or agency, in like coin or currency, at the rate per annum specified in
the title of this Debenture until the principal hereof becomes due and payable,
and on any overdue principal and (to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of interest at
the same rate per annum during the period in which such principal is overdue, compounded
quarterly, to the registered holder of this Debenture, until payment of said
principal sum has been made or duly provided for. Interest on this Debenture,
(computed as set forth herein) shall be payable quarterly (subject to deferral
as set forth herein) in arrears on January 18, April 18, July 18 and October 18
of each year (each an “Interest Payment Date”), commencing April 18, 2005, from
the date of this Debenture or the most recent Interest Payment Date to which
interest has been paid or duly provided for, unless the date hereof is a date
to which interest has been paid or duly provided for.


 


The interest
so payable on any Interest Payment Date will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Debenture (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the
Business Day prior to the relevant Interest Payment Date (each a “Regular
Record Date”). Interest may, at the option of the Company, be paid by check
mailed to the person entitled thereto at such person’s address as it appears in
the registry books of the Company.


 


REFERENCE IS
MADE TO THE FURTHER PROVISIONS OF THIS DEBENTURE SET FORTH ON THE REVERSE
HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH AT THIS PLACE.


 


This Debenture
shall not be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been signed by the Trustee under the
Indenture referred to on the reverse hereof.


 





















 


IN WITNESS
WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused this instrument to be signed
by its Chairman of the Board, its Vice Chairman, its President, its Chief
Financial Officer, one of its Vice Presidents or its Treasurer by manual or
facsimile signature, attested by its Secretary or one of its Assistant
Secretaries by manual or facsimile signature.


 


	
   

  	
  LEHMAN
  BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barrett S.
  DiPaolo

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  [                        ]

  	
   

  
	
  Title:

  	
  Assistant
  Secretary

  	
   

  
				



 


2





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Dated                  
     , 200  ,

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


3





















 


(Reverse of Debenture)


 


LEHMAN BROTHERS HOLDINGS INC.


6.24% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2054


 


This Debenture
is one of a duly authorized series of Debentures of the Company designated as
the 6.24% Subordinated Deferrable Interest Debentures due 2054 of the Company
(herein called the “Debentures”). The Debentures are one of an indefinite
number of series of debt securities of the Company (herein collectively called
the “Securities”), issued or issuable under and pursuant to an indenture, dated
as of February 1, 1996, as amended and supplemented (herein called the “Indenture”),
between the Company and JPMorgan Chase Bank, N.A. (as successor to The Chase
Manhattan Bank (formerly known as (Chemical Bank)), as Trustee (herein called
the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. The separate series of Securities may be issued
in various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions or repayment or repurchase rights (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default, as defined in the Indenture, and may
otherwise vary as provided in the Indenture.


 


Payment of the
principal of and interest on this Debenture is, to the extent provided in the
Indenture, subordinated and subject in right of payment to the prior payment in
full when due of the principal of (and premium, if any) and interest, if any,
on all Senior Debt, as defined in the Indenture, of the Company and this
Debenture is issued subject to the provisions of the Indenture with respect
thereto. Each registered holder of this Debenture, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and expressly
directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee as his or her attorney-in-fact for any and all such
purposes. Each registered holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Debt, whether
now outstanding or hereafter incurred, and waives reliance by each such holder
upon said provisions. Each registered holder thereof, by his or her acceptance
hereof, agrees to treat the Debentures as indebtedness for all United States
federal income tax purposes.


 


Subject to
Article Eleven of the Indenture, at any time on or after January 18, 2010 and
prior to maturity, the Company shall have the right to redeem this Debenture at
the option of the Company, in whole or in part, at 100% of the principal amount
of such Debentures, plus any accrued but unpaid interest, to the Redemption
Date.


 


If an
Investment Company Event (as defined in the Amended and Restated Declaration of
Trust of the Trust, dated January 18, 2005 among the Company, as Sponsor, the
Trust, and the trustees of the Trust named thereto (the “Declaration”)) shall
occur and be continuing, the Company may, at any time within 90 days following
the occurrence of such Investment


 





















 


Company Event, redeem the
Debentures, in whole but not in part, at a Redemption Price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest thereon to the
Redemption Date. Subject to certain conditions described in the Indenture, in
the event of the occurrence and continuation of a Tax Event (as defined in the
Declaration), in certain circumstances the Company may redeem the Debentures,
in whole but not in part, at any time within 90 days following the occurrence
of a Tax Event at a Redemption Price equal to 100% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon to the Redemption
Date. Any redemption pursuant to this paragraph shall be made upon not less
than 30 nor more than 60 days’ notice to the Trustee and Holders of the
Debentures. If less than all the Debentures are to be redeemed by the Company,
the Debentures to be redeemed will be selected by lot or by such other method
as the Trustee shall deem fair and appropriate. The Debentures are not subject
to a sinking fund.


 


In the event
of redemption of this Debenture in part only, a new Debenture or Debentures of
this series for the unredeemed portion hereof will be issued in the name of the
registered holder hereof upon the surrender hereof at a Place of Payment (as
defined in the Indenture).


 


In case an
Event of Default with respect to the Debentures shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture. The omission by the Company to pay
interest during an Extension Period (as defined below) as permitted hereby
shall not constitute an Event of Default under Section 501 of the Indenture. An
“Event of Default” means any of those events set forth in Section 501 of the
Indenture, and the event that, when the Property Trustee is the Holder of the
Debentures, the Trust shall have voluntarily or involuntarily dissolved, wound-up
its business or otherwise terminated its existence except in connection with
the (i) distribution of Debentures to holders of Preferred Securities and
Common Securities in liquidation of their interests in the Trust, (ii) the
redemption of all of the outstanding Preferred Securities and Common
Securities, or (iii) certain mergers, consolidations or amalgamation, each as
permitted by the Declaration.


 


If the
Debentures are held by the Trust, the Company, as borrower, hereby covenants to
pay all debts and obligations (other than with respect to the Preferred
Securities and Common Securities of the Trust) and all costs and expenses of
the Trust (including, but not limited to, all costs and expenses relating to
the organization of the Trust, the fees and expenses of the trustees of the
Trust and all costs and expenses relating to the operation of the Trust) and to
pay any and all taxes, duties, assessments or governmental charges of whatever
nature (other than United States withholding taxes) imposed on the Trust by the
United States, or any other taxing authority, so that the net amounts received
and retained by the Trust and the Property Trustee after paying such debts, obligations,
costs, expenses, taxes, duties, assessments, or other governmental charges,
will be equal to the amounts the Trust and the Property Trustee would have
received had no such debts, obligations, costs, expenses, taxes, duties,
assessments, or other governmental charges been incurred by or imposed on the
Trust. The foregoing obligations of the Company are for the benefit of, and
shall be enforceable by, any person to whom any such debts, obligations, costs,
expenses and taxes are owed (each, a “Creditor”) whether or not such Creditor
has received notice thereof. Any such Creditor may enforce such obligations of
the Company directly against the Company, and the Company irrevocably waives
any right or


 


2





















 


remedy to require that any such
Creditor take any action against the Trust or any other person before
proceeding against the Company. The Company shall execute such additional
agreements as may be necessary or desirable to give full effect to the foregoing.


 


The Company
hereby covenants that, so long as any Preferred Securities and Common
Securities of the Trust remain outstanding, if (i) there shall have occurred
any Event of Default under the Indenture with respect to the Debentures, (ii)
the Company shall be in default with respect to its payment of any obligations
under its Guarantee (as defined in the Declaration) with respect to the Trust
or (iii) the Company shall have given notice of its election of an Extension
Period as provided herein and shall not have rescinded such notice, or such
Extension Period or any extension thereof shall be continuing, then the Company
will not, and will not permit any Subsidiary to, (x) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s capital stock or (y)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank on a parity
with or junior in interest to this Debenture or make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
Subsidiary of the Company if such guarantee ranks on a parity with or junior in
interest to this Debenture (other than (a) dividends or distributions in common
stock of the Company, (b) payments under the Guarantee made by the Company in
respect of the Preferred Securities and Common Securities of the Trust, (c) any
declaration of a dividend in connection with the implementation of a
shareholders’ rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
and (d) purchases of common stock related to the issuance of common stock or
rights under any of the Company’s benefit plans).


 


The Indenture
contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than 66-2/3% in aggregate principal amount of each
series of the Securities at the time Outstanding to be affected (each series
voting as a class), evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to, or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture
or modifying in any manner the rights of the holders of the Securities of all
such series; provided, however,
that no such supplemental indenture shall, among other things, (i) change the
fixed maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon or reduce any
premium payable on redemption, or make the principal thereof, or premium, if
any, or interest thereon payable in any coin or currency other than that
hereinabove provided, or amend the Indenture to modify its provisions relating
to the subordination of each Security in a manner adverse to the holder
thereof, without the consent of the holder of each Security so affected, or
(ii) change the place of payment on any Security, or impair the right to
institute suit for payment on any Security, or reduce the aforesaid percentage
of Securities, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of each Security so
affected. It is also provided in the Indenture that, prior to any declaration
accelerating the maturity of any series of Securities, the holders of a
majority in aggregate principal amount of the Securities of such series
Outstanding may on behalf of the holders of all the Securities of such series
waive any past default or Event of Default under the Indenture with respect to
such series and its consequences, except a default in the payment of interest,
if any, on or the principal of, or


 


3





















 


premium, if any, on any of the
Securities of such series. Any such consent or waiver by the holder of this
Debenture shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debenture and any Debentures which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Debenture or such other Debentures.


 


No reference
herein to the Indenture and no provisions of this Debenture or of the Indenture
shall alter or impair the obligations of the Company, which is absolute and
unconditional, to pay the principal of this Debenture at the place, at the time
and in the coin or currency herein prescribed.


 


The amount of
interest payable for any period will be computed (i) for any full 90-day
quarterly interest payment period, on the basis of a 360-day year of twelve
30-day months, (ii) for any period shorter than a full 90-day quarterly
interest payment period for which interest payments are computed, on the basis
of a 30-day month and (iii) for periods of less than a month, the actual number
of days elapsed per 30-day month. In the event that any date on which interest
is payable on this Debenture is not a Business Day (as defined in the
Indenture), then payment of the amount payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the original Interest Payment Date, subject to certain rights of
deferral described below.


 


The Company
shall have the right at any time, on one or more occasions, so long as an Event
of Default has not occurred and is not continuing under the Indenture, to
extend any interest payment period on this Debenture for a period (an “Extension
Period”) not to exceed twenty consecutive quarterly interest payment periods;
provided that the date on which such Extension Period ends must be on an
Interest Payment Date and must be no later than January 18, 2054 or any
date on which any Debentures are fixed for redemption, and, as a consequence,
the quarterly interest payment on the Debentures would be deferred (but would
continue to accrue with interest thereon compounded quarterly at the rate of
interest on the Debentures, except to the extent payment of such interest is
prohibited by law) during any such Extension Period. On the Interest Payment
Date at the end of each Extension Period, the Company shall pay all interest
then accrued and unpaid (compounded quarterly, at the rate of interest on the
Debentures, except to the extent payment of such interest is prohibited by law)
to the date of payment, to the persons in whose name the Debentures are
registered on the Regular Record Date immediately preceding the Interest
Payment Date at the end of such Extension Period. The Company shall give
written notice to the Regular Trustees (as defined in the Declaration), the
Property Trustee and the Trustee of its election of such Extension Period one
Business Day before the earlier of (i) the next succeeding date on which
distributions on the Preferred Securities of the Trust are payable or (ii) the
date the Trust is required to give notice of the record date or the date such
distributions are payable to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Preferred Securities issued
by the Trust, but in any event at least one Business Day before such record
date. During any Extension Period, the Company may continue to extend the
interest payment period by extending the Extension Period, on one or more
occasions by giving notice as aforesaid; provided that such


 


4





















 


Extension Period, as extended,
must end on an Interest Payment Date and in no event shall the aggregate
Extension Period, as extended, exceed twenty consecutive quarterly interest
payment periods or extend beyond January 18, 2054 or any date on which any of
the Debentures are fixed for redemption. No interest shall be due and payable
on the Debentures during an Extension Period except at the end thereof.


 


Notwithstanding
the provisions of Section 401(a)(B) of the Indenture, the Company may satisfy
and discharge the entire indebtedness on all the Debentures as provided therein
only when the Debentures are by their terms due and payable within one year.


 


The Company
may omit to comply with any term, provision or condition set forth in Section
801 of the Indenture, and any such omission with respect to such Section shall
not be an Event of Default, in each case with respect to the Debentures, provided
that the conditions of Section 1009 of the Indenture have been satisfied.


 


The covenant
set forth in Section 1005 of the Indenture shall not apply to the Debentures.


 


The Debentures
are issuable in registered form without coupons in denominations of $25 and any
multiple of $25. At the option of the holders thereof, either at the office or
agency to be designated and maintained by the Company for such purpose in the
Borough of Manhattan, The City of New York, pursuant to the provisions of the
Indenture or at any of such other offices or agencies as may be designated and
maintained by the Company for such purpose pursuant to the provisions of the
Indenture, and in the manner and subject to the limitations provided in the
Indenture, but without the payment of any service charge, except for any tax or
other governmental charges imposed in connection therewith, Debentures may be
exchanged for an equal aggregate principal amount of Debentures of like tenor
and of other authorized denominations.


 


The Company, the
Trustee, and any agent of the Company or of the Trustee may deem and treat the
registered holder hereof as the absolute owner of this Debenture (whether or
not this Debenture shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment
hereof, or on account hereof, and for all other purposes, and neither the
Company nor the Trustee nor any agent of the Company or of the Trustee shall be
affected by any notice to the contrary. All such payments made to or upon the
order of such registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on this
Debenture.


 


No recourse
for the payment of the principal of or the interest on this Debenture, or for
any claim based hereon or otherwise in respect hereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in any Debenture, or because of the creation
of any indebtedness represented thereby, 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
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise,
all such liability


 


5





















 


being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.


 


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


 


The Indenture and the Debentures shall be
governed by and construed in accordance with the laws of the State of New York.


 


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


 


6





















 


The following
abbreviations, when used in the inscription on the face of the within
Debenture, shall be construed as though they were written out in full according
to applicable laws or regulations:


	
  TEN COM - as tenants in common

  
	
  TEN ENT - as tenants by their entireties

  
	
  JT TEN - as joint tenants with right of
  survivorship and not as tenants in common

  
	
   

  
	
  UNIF GIFT MIN ACT -
                    
  Custodian                   
  under Uniform Gifts to

  
	
   

  	
  (Cut)

  	
  (Minor)

  
	
  Minors Act                            

  
	
  (State)

  	
   

  
				



 


Additional abbreviations may also be used though not in the above list.


 


7





















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



(Please insert social security or other identifying number of Assignee)


 


	
   

  
	
   

  
	
   

  
	
   

  



(Name and address of Assignee, including zip code, must be printed or
typewritten.)


 


the within Debenture, and all
rights thereunder, hereby irrevocably constituting and appointing


 


	
   

  
	
   

  
	
   

  	
  to transfer
  the said Debenture on the books of the Company, with full power of
  substitution in the premises.

  



 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  NOTICE: The signature to this
  assignment must correspond with the name as it appears upon the face of the
  within Debenture in every particular, without alteration or enlargement or
  any change whatever.

  
	
   

  
	
   

  
	
  Signature(s)
  Guaranteed:

  	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.