Exhibit 4.2






                                HUMANA INC.,

                                   Issuer





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

                                  Trustee



                             -----------------

                                 INDENTURE

                         Dated as of March 30, 2006

                             -----------------



                        Subordinated Debt Securities





<PAGE>


                                HUMANA INC.

     Reconciliation and tie showing the location in the Indenture dated as
of March 30, 2006 of the provisions inserted pursuant to Sections 310 to
318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

Trust Indenture Act Section                               Indenture Section

Section 310 (a)(1).......................................................609
            (a)(2).......................................................609
            (a)(3)............................................Not Applicable
            (a)(4)............................................Not Applicable
            (b)...............................................608 and 610(d)
            (c)...............................................Not Applicable
Section 311 (a)............................................613(a) and 613(c)
            (b)............................................613(b) and 613(c)
            (c)...............................................Not Applicable
Section 312 (a)...............................................701 and 702(a)
            (b).......................................................702(b)
            (c).......................................................702(c)
Section 313 (a).......................................................703(a)
            (b).......................................................703(b)
            (c)............................................703(a) and 703(b)
            (d).......................................................703(d)
Section 314 (a)..........................................................704
            (b)...............................................Not Applicable
            (c)..........................................................102
            (c)(1).......................................................102
            (c)(2).......................................................102
            (c)(3)............................................Not Applicable
            (d)...............................................Not Applicable
            (e)..........................................................102
Section 315 (a).......................................................601(a)
            (b)............................................602 and 703(a)(7)
            (c).......................................................601(b)
            (d).......................................................601(c)
            (d)(1).................................................601(a)(1)
            (d)(2).................................................601(c)(2)
            (d)(3).................................................601(c)(3)
            (e)..........................................................514
Section 316 (a)(1)(A)............................................502 and 512
            (a)(1)(B)....................................................513
            (a)(2)............................................Not Applicable
            (b)..........................................................508
Section 317 (a)(1).......................................................503
            (a)(2).......... ............................................504
            (b).........................................................1003
Section 318 (a)..........................................................107

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


<PAGE>


                             TABLE OF CONTENTS
                             -----------------

PARTIES.......................................................................1

RECITALS......................................................................1

ARTICLE 1 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.................10

         Section 104. Acts of Holders........................................10

         Section 105. Notices, Etc., to Trustee and the Company..............12

         Section 106. Notice to Holders; Waiver..............................12

         Section 107. Conflict with Trust Indenture Act......................13

         Section 108. Effect of Headings and Table of Contents...............13

         Section 109. Successors and Assigns.................................13

         Section 110. Separability Clause....................................13

         Section 111. Benefits of Indenture..................................13

         Section 112. Governing Law..........................................13

         Section 113. Non-Business Day.......................................14

         Section 114. Immunity of Incorporators, Stockholders, Directors
                      and Officers...........................................14

         Section 115. Certain Matters Relating to Currencies.................14

         Section 116. Language of Notices, Etc...............................15

ARTICLE 2 Security Forms.....................................................15

         Section 201. Forms of Securities....................................15

         Section 202. Form of Trustee's Certificate of Authentication........15

         Section 203. Securities in Global Form..............................16

         Section 204. CUSIP Numbers..........................................16

ARTICLE 3 The Securities.....................................................17

         Section 301. Title; Payment and Terms...............................17

         Section 302. Denominations and Currencies...........................20

         Section 303. Execution, Authentication, Delivery and Dating.........20

         Section 304. Temporary Securities and Exchange of Securities........22

         Section 305. Registration, Registration of Transfer and Exchange....25

         Section 306. Mutilated, Destroyed, Lost and Stolen Securities
                      and Coupons............................................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................................31

         Section 311. Currency and Manner of Payments in Respect of
                      Securities.............................................31

         Section 312. Appointment and Resignation of Currency
                      Determination Agent....................................33

ARTICLE 4 Satisfaction and Discharge.........................................33

         Section 401. Option to Effect Legal Defeasance or Covenant
                      Defeasance.............................................33

         Section 402. Legal Defeasance and Discharge.........................34

         Section 403. Covenant Defeasance....................................34

         Section 404. Conditions to Legal or Covenant Defeasance.............35

         Section 405. Satisfaction and Discharge of Indenture................36

         Section 406. Survival of Certain Obligations........................36

         Section 407. Acknowledgment of Discharge by Trustee.................37

         Section 408. Application of Trust Moneys............................37

         Section 409. Repayment to the Company; Unclaimed Money..............37

         Section 410. Reinstatement..........................................38

ARTICLE 5 Remedies...........................................................38

         Section 501. Events of Default......................................38

         Section 502. Acceleration of Maturity; Rescission and Annulment.....39

         Section 503. Collection of Indebtedness and Suits for
                      Enforcement by Trustee.................................40

         Section 504. Trustee May File Proofs of Claim.......................41

         Section 505. Trustee May Enforce Claims Without Possession of
                      Securities or Coupons..................................42

         Section 506. Application of Money Collected.........................42

         Section 507. Limitation on Suits....................................43

         Section 508. Unconditional Right of Holders to Receive
                      Principal (and Premium, if any) and Interest, if any...43

         Section 509. Restoration of Rights and Remedies.....................43

         Section 510. Rights and Remedies Cumulative.........................44

         Section 511. Delay or Omission Not Waiver...........................44

         Section 512. Control by Holders.....................................44

         Section 513. Waiver of Past Defaults................................44

         Section 514. Undertaking for Costs..................................45

         Section 515. Waiver of Stay or Extension Laws.......................45

         Section 516. Judgment Currency......................................45

ARTICLE 6 The Trustee........................................................46

         Section 601. Certain Duties and Responsibilities....................46

         Section 602. Notice of Defaults.....................................47

         Section 603. Certain Rights of Trustee..............................47

         Section 604. Not Responsible for Recitals or Issuance of
                      Securities.............................................48

         Section 605. May Hold Securities....................................48

         Section 606. Money Held in Trust....................................49

         Section 607. Compensation and Reimbursement.........................49

         Section 608. Disqualification; Conflicting Interests................50

         Section 609. Corporate Trustee Required; Different Trustees
                      for Different Series; Eligibility......................50

         Section 610. Resignation and Removal; Appointment of Successor......50

         Section 611. Acceptance of Appointment by Successor.................51

         Section 612. Merger, Conversion, Consolidation or Succession
                      to Business............................................52

         Section 613. Preferential Collection of Claims Against Company......53

         Section 614. Authenticating Agents..................................53

ARTICLE 7 Holders' Lists and Reports by Trustee and the Company..............54

         Section 701. Company to Furnish Trustee Names and Addresses
                      of Holders.............................................54

         Section 702. Preservation of Information; Communications
                      to Holders.............................................54

         Section 703. Reports by Trustee.....................................55

         Section 704. Reports by Company.....................................56

ARTICLE 8 Consolidation, Merger, Conveyance or Transfer......................56

         Section 801. Company May Consolidate, Etc., Only on
                      Certain Terms..........................................56

         Section 802. Successor Person Substituted...........................57

ARTICLE 9 Supplemental Indentures............................................57

         Section 901. Supplemental Indentures Without Consent of Holders.....57

         Section 902. Supplemental Indentures With Consent of Holders........59

         Section 903. Execution of Supplemental Indentures...................60

         Section 904. Effect of Supplemental Indentures......................60

         Section 905. Conformity With Trust Indenture Act....................60

         Section 906. Reference in Securities to Supplemental Indentures.....60

ARTICLE 10 Covenants.........................................................61

         Section 1001. Payment of Principal (and Premium, if any) and
                       Interest, if any......................................61

         Section 1002. Maintenance of Office or Agency.......................61

         Section 1003. Money for Securities Payments To Be Held in Trust.....62

         Section 1004. [Intentionally Omitted]...............................63

         Section 1005. Statements as to Compliance...........................63

         Section 1006. Corporate Existence...................................63

         Section 1007. [Intentionally Omitted]...............................64

         Section 1008. Waiver of Certain Covenants...........................64

         Section 1009. Payment of Additional Amounts.........................64

         Section 1010. Calculation of Original Issue Discount................66

         Section 1011. Statement by Officers as to Default...................66

ARTICLE 11 Redemption of Securities..........................................66

         Section 1101. Applicability of This Article.........................66

         Section 1102. Election to Redeem; Notice to Trustee.................67

         Section 1103. Selection by Trustee of Securities to Be Redeemed.....67

         Section 1104. Notice of Redemption..................................67

         Section 1105. Deposit of Redemption Price...........................68

         Section 1106. Securities Payable on Redemption Date.................68

         Section 1107. Securities Redeemed in Part...........................69

         Section 1108. Tax Redemption; Special Tax Redemption................69

ARTICLE 12 Sinking Funds.....................................................72

         Section 1201. Applicability of This Article.........................72

         Section 1202. Satisfaction of Sinking Fund Payments With Securities.72

         Section 1203. Redemption of Securities for Sinking Fund.............72

ARTICLE 13 Meetings of Holders of Securities.................................73

         Section 1301. Purposes for Which Meetings May Be Called.............73

         Section 1302. Call, Notice and Place of Meetings....................73

         Section 1303. Persons Entitled to Vote at Meetings..................73

         Section 1304. Quorum; Action........................................74

         Section 1305. Determination of Voting Rights; Conduct and
                       Adjournment of Meetings...............................74

         Section 1306. Counting Votes and Recording Action of Meetings.......75

ARTICLE 14 SUBORDINATION OF SECURITIES.......................................75

         Section 1401. Agreement to Subordinate..............................75

         Section 1402. Distribution on Dissolution, Liquidation and
                       Reorganization; Subrogation of Securities.............75

         Section 1403. No Payment on Securities in Certain Circumstances.....77

         Section 1404. Payments on Securities Permitted......................78

         Section 1405. Authorization of Holders to Trustee to Effect
                       Subordination.........................................79

         Section 1406. Notices to Trustee....................................79

         Section 1407. Trustee as Holder of Senior Indebtedness..............79

         Section 1408. Modifications of Terms of Senior Indebtedness.........79

         Section 1409. Reliance on Judicial Order or Certificate of
                       Liquidating Agent.....................................80

EXHIBITS
--------


EXHIBIT A.     Form of Certificate To Be Delivered to Euroclear or
               Clearstream Banking by a Beneficial Owner of Securities in
               Order to Receive a Definitive Bearer Security in Exchange
               for an Interest in a Temporary Global Security or to
               Exchange an Interest in a Temporary Global Security for an
               Interest in a Permanent Global Security.

EXHIBIT B.     Form of Certificate To Be Given to the Appropriate Trustee
               by Euroclear or Clearstream Banking Regarding the Exchange
               of a Temporary Global Security for Definitive Securities or
               for a Portion of a Permanent Global Security.

EXHIBIT C.     Form of Certificate To Be Delivered to Euroclear or
               Clearstream Banking by a Beneficial Owner of Securities in
               Order to Receive Payment on a Temporary Global Security.

EXHIBIT D.     Form of Certificate To Be Given to the Appropriate Trustee
               by Euroclear or Clearstream Banking Regarding Payment on a
               Temporary Global Security.


<PAGE>


     INDENTURE dated as of March 30, 2006, between HUMANA INC., a
corporation duly incorporated and existing under the laws of Delaware and
having its principal executive office at 500 West Main Street, Louisville,
Kentucky 40202 (hereinafter called "the Company"), and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association organized under the
laws of the United States of America, as Trustee (hereinafter called the
"Trustee").

                          RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its
lawful purposes securities (hereinafter called the "Securities") evidencing
its unsecured subordinated indebtedness and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from
time to time of the Securities, unlimited as to principal amount, to have
such titles, to bear such rates of interest, to mature at such time or
times and to have such other provisions as shall be fixed as hereinafter
provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done, and the Company
proposes to do all things necessary to make the Securities, when executed
by the Company and authenticated and delivered by the Trustee hereunder and
duly issued by the Company, the valid obligations of the Company as
hereinafter provided.


                 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                 ARTICLE 1

          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
          -------------------------------------------------------

Section 101.  Definitions.

     For all purposes of this Indenture and all Securities issued
hereunder, 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, either directly or by reference therein, have the
     meanings assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted
     accounting principles in the United States, and the term "generally
     accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles
     as are generally accepted in the United States at the date or time of
     such computation; 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 Three and Article Six, are
defined in those Articles.

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

     "Affiliate" means, with respect to a specified Person, 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 to authenticate and
deliver Securities on behalf of the Trustee for the Securities of any
series pursuant to Section 614.

     "Authorized Newspaper" means a newspaper customarily published at
least once a day for at least five days in each calendar week and of
general circulation in New York City, in London and, to the extent the
Securities are listed on the Luxembourg Stock Exchange and the Luxembourg
Stock Exchange shall so require, in Luxembourg or, if it shall be
impracticable in the opinion of the Trustee for the Securities of the
appropriate series to make such publication, in another capital city in
Western Europe. Such publication (which may be in different newspapers) is
expected to be made in the Eastern edition of The Wall Street Journal, in
the London edition of the Financial Times and, if applicable, in the
Luxemburger Wort.

     "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer.

     "Board of Directors" means, when used with reference to the Company,
either the board of directors or any duly authorized committee of that
board or any director or directors and/or officer or officers to whom that
board or committee shall have duly delegated its authority, of the Company.

     "Board Resolution" means, when used with reference to the Company, (1)
a copy of a resolution certified by the Secretary or an Assistant Secretary
of the Company, as the case may be, to have been duly adopted by its Board
of Directors and to be in full force and effect on the date of such
certification, or (2) a certificate signed by the director or directors or
officer or officers to whom the Board of Directors of the Company shall
have duly delegated its authority, and delivered to the Trustee for the
Securities of any series.

     "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized
or required by law, regulation or executive order to close in The City of
New York; provided, however, that, with respect to Securities not
denominated in Dollars, the day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close
in the Principal Financial Center of the country issuing the Foreign
Currency or currency unit or, if the Foreign Currency or currency unit is
euro, the day is also a day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) System is open; provided,
further, that, with respect to LIBOR Securities, the day is also a London
Business Day.

     "Capital Stock" means, with respect to any Person, shares, interests,
rights to purchase, warrants, options, participation or other equivalents
of or interests in (however designated) equity of such Person, including
any preferred stock, but excluding any debt securities convertible into
such equity.

     "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by any firm of independent public accountants of
recognized standing selected by the Company. The term "independent" when
used with respect to any specified firm of public accountants means such a
firm which (1) is in fact independent, (2) does not have any direct
financial interest or any material indirect financial interest in the
Company or in any other obligor upon the Securities of any series or in any
affiliate of the Company or of such other obligor, and (3) is not connected
with the Company or such other obligor or any affiliate of the Company or
of such other obligor, as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions, but such
firm may be the regular auditors employed by the Company. Whenever it is
herein provided that any Certificate of a Firm of Independent Public
Accountants shall be furnished to the Trustee for Securities of any series,
such Certificate shall state that the signer has read this definition and
that the signer is independent within the meaning hereof.

     "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

     "Clearstream Banking" means Clearstream Banking S.A. or its successor.

     "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the 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 corporation shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor corporation.

     "Company Request" and "Company Order" mean a written request or order
signed in the name of the Company, as the case may be by (1) 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, as the case may be, or (2) by any two Persons designated in a
Company Order previously delivered to the Trustee for Securities of any
series by any two of the foregoing officers and delivered to the Trustee
for Securities of any series.

     "Component Currency" has the meaning specified in Section 311(e).

     "Conversion Event" means the unavailability of any Foreign Currency or
currency unit due to the imposition of exchange controls or other
circumstances beyond the Company's control.

     "Corporate Trust Office" means the office of the Trustee for
Securities of any series at which at any particular time its corporate
trust business shall be principally administered, which office of The Bank
of New York Trust Company, N.A., at the date of the execution of this
Indenture, is located at 2 N. LaSalle Street, Chicago, IL 60602, Attention:
Corporate Trust Department, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such
other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

     "corporation" includes corporations, limited liability companies,
associations, companies and business trusts.

     "coupon" means any interest coupon appertaining to a Bearer Security.

     "Currency Determination Agent" means, with respect to Securities of
any series, unless otherwise specified in the Securities of any series, a
New York Clearing House bank designated pursuant to Section 301 or Section
312.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Depositary" means, with respect to the 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 Securities
of any such series shall mean the Depositary with respect to the Securities
of that series.

     "Determination Notice" has the meaning specified in Section 1108(b).

     "Dollars" and the sign "$" mean the currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.

     "Election Date" has the meaning specified in Section 311(e).

     "Euroclear" means Euroclear Bank S.A./N.V. or its successor.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended,
as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Securities Exchange Act of 1934 is amended
after such date, "Exchange Act" means, to the extent required by any such
amendment, the Securities Exchange Act of 1934 as so amended.

     "Exchange Date" has the meaning specified in Section 304.

     "Foreign Currency" means a currency issued and actively maintained as
a country's recognized unit of domestic exchange by the government of any
country other than the United States or by any recognized confederation or
association of such governments, and such term shall include, without
limitation, the euro.

     "Global Exchange Agent" has the meaning specified in Section 304.

     "Global Securities" means Securities in global form.

     "Government Obligations" means securities which are (i) direct
obligations of the government which issued the currency in which the
Securities of a particular series are payable (except as provided in
Sections 311(b) and 311(d), in which case with respect to Securities for
which an election has occurred pursuant to Section 311(b), or a Conversion
Event has occurred as provided in Section 311(d), such obligations shall be
issued in the currency or currency unit in which such Securities are
payable as a result of such election or Conversion Event) or (ii)
obligations of a Person controlled or supervised by or acting as an agency
or instrumentality of the government which issued the currency in which the
Securities of such series are payable (except as provided in Sections
311(b) and 311(d), in which case with respect to Securities for which an
election has occurred pursuant to Section 311(b), or a Conversion Event has
occurred as provided in Section 311(d)), such obligations shall be issued
in the currency or currency unit in which such Securities are payable as a
result of such election or Conversion Event), the payment of which is
unconditionally guaranteed by such government, which, in either case, are
full faith and credit obligations of such government payable in such
currency and are not callable or redeemable at the option of the issuer
thereof.

     "Holder" means, when used with respect to any Security, in the case of
a Registered Security, the Person in whose name a Security is registered in
the Security Register, and in the case of a Bearer Security, the bearer
thereof and, when used with respect to any coupon, means any bearer
thereof.

     "Identifying Numbers" has the meaning specified in Section 204.

     "Incur" means issue, create, assume, guarantee, incur or otherwise
become liable for; and the terms "Incurred" and "Incurrence" have meanings
correlative to the foregoing.

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include
the terms of a particular series of Securities established as contemplated
by Section 301.

     "Indexed Security" means any Security as to which the amount of
payments of principal (and premium, if any) and/or interest, if any, due
thereon is determined with reference to the rate of exchange between the
currency or currency unit in which the Security is denominated and any
other specified currency or currency unit, to the relationship between two
or more currencies or currency units, to the price of one or more specified
securities or commodities, to one or more securities or commodities
exchange indices or other indices or by other similar methods or formulas,
all as specified in accordance with Section 301.

     "interest" means, when used with respect to an OID Security which by
its terms bears interest only after Maturity, interest payable after
Maturity.

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

     "Issue Date" means the date on which the Securities of a particular
series are originally issued under this Indenture.

     "Judgment Date" has the meaning specified in Section 516.

     "LIBOR" means, with respect to any series of Securities, the rate
specified as LIBOR for such Securities in accordance with Section 301.

     "LIBOR Currency" means the currency specified pursuant to Section 301
as to which LIBOR will be calculated or, if no currency is specified
pursuant to Section 301, Dollars.

     "LIBOR Security" means any Security which bears interest at a floating
rate calculated with reference to LIBOR.

     "London Business Day" means, with respect to any LIBOR Security, a day
on which commercial banks are open for business, including dealings in the
LIBOR Currency, in London.

     "Luxembourg Stock Exchange" means, unless specified with respect to
any particular series of Securities, the Luxembourg Stock Exchange.

     "Market Exchange Rate" means, with respect to any Foreign Currency or
currency unit on any date, unless otherwise specified in accordance with
Section 301, the noon buying rate in The City of New York for cable
transfers in such Foreign Currency or currency unit as certified for
customs purposes by the Federal Reserve Bank of New York for such Foreign
Currency or currency unit.

     "Maturity" means, when used with respect to any Security, the date on
which the principal (or, if the context so requires, in the case of an OID
Security, a lesser amount or, in the case of an Indexed Security, an amount
determined in accordance with the specified terms of that Security) of that
Security becomes due and payable as therein or herein provided, whether at
the Stated Maturity or by declaration of acceleration, call for redemption,
request for redemption, repayment at the option of the holder, pursuant to
any sinking fund or otherwise.

     "Notice of Default" has the meaning specified in Section 501(3).

     "Officers' Certificate" means, when used with reference to the
Company, a certificate signed by the Chairman of the Board, a Vice Chairman
of the Board, the Chief Executive Officer, the President or a Vice
President (any reference herein to a Vice President of the Company, as the
case may be, shall be deemed to include any Vice President of the Company,
as the case may be, whether or not designated by a number or a word or
words added before or after the title "Vice President"), and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company, as the case may be,
and delivered to the Trustee for the Securities of any series.

     "Opinion of Counsel" means, for purposes of Section 1108, a written
opinion of independent legal counsel of recognized standing and, for all
other purposes hereof, means a written opinion of counsel, who may be an
employee of or counsel to the Company or may be other counsel satisfactory
to the Trustee for the Securities of any series.

     "OID Security" means a Security which provides for an amount
(excluding any amounts attributable to accrued but unpaid interest thereon)
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" means, when used with respect to Securities, as of the
date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

          (1) Securities theretofore cancelled by the Trustee for such
     Securities or delivered to such Trustee for cancellation;

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

          (3) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been
     authenticated and delivered pursuant to this Indenture, other than any
     such Securities in respect of which there shall have been presented
     proof satisfactory to the Trustee for such Securities that any such
     Securities are held by a bona fide holder in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, (a) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee for such
Securities shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which
such Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of such
Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor, (b)
the principal amount of an OID Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration pursuant to Section 502 and (c) the principal
amount of a Security denominated in a Foreign Currency or currency unit
that shall be deemed to be outstanding for such purposes shall be
determined in accordance with Section 115.

     "Paying Agent" means The Bank of New York Trust Company, N.A. or any
other Person authorized by the Company to pay the principal of (and
premium, if any) or interest, if any, on any Securities of any series on
behalf of the Company.

     "Person" means any individual, firm, corporation, partnership,
association, joint venture, tribunal, limited liability company, trust,
government or political subdivision or agency or instrumentality thereof,
or any other entity or organization.

     "Place of Payment" means, when used with respect to the Securities of
any particular series, the place or places where the principal of (and
premium, if any) and interest, if any, on the Securities of that series are
payable, as contemplated by Section 301 and 1002.

     "Predecessor Security" means, with respect to any particular Security,
every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security, and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
or a Security to which a mutilated, destroyed, lost or stolen coupon
appertains shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Security or the Security to which the mutilated,
destroyed, lost or stolen coupon appertains, as the case may be.

     "Principal Financial Center" means, unless otherwise specified in
accordance with Section 301:

          (1) the capital city of the country issuing the Foreign Currency
     or currency unit, except that with respect to Dollars, Australian
     dollars, Canadian dollars, euros, South African rand and Swiss francs,
     the "Principal Financial Center" will be The City of New York, Sydney
     and Melbourne, Toronto, Brussels or such other place as determined in
     the offering memorandum for Securities, Johannesburg and Zurich,
     respectively; or

          (2) the capital city of the country to which the LIBOR Currency
     relates, except that with respect to Dollars, Canadian dollars, euros,
     South African rand and Swiss francs, the "Principal Financial Center"
     will be The City of New York, Toronto, Brussels or such other place as
     determined in the offering memorandum for Securities, Johannesburg and
     Zurich, respectively.

     "Property" means any asset, revenue or any other property, including
Capital Stock, whether tangible or intangible, real or personal, including,
without limitation, any right to receive income.

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

     "Redemption Price" means, when used with respect to any Security to be
redeemed, the price at which it is to be redeemed pursuant to the terms of
this Indenture or in any Security issued hereunder.

     "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

     "Regular Record Date" means, with respect to the interest payable on
any Interest Payment Date on the Registered Securities of any series, the
date, if any, specified for that purpose as contemplated by Section 301
whether or not a Business Day.

     "Responsible Officer" means, when used with respect to the Trustee for
any series of Securities, (i) any vice president, assistant vice president,
treasurer, assistant treasurer or any trust officer of the Trustee or (ii)
any other officer of the Corporate Trust Department of the Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular
subject and who is charged with the administration of this Indenture.

     "Securities" means securities evidencing unsecured subordinated
indebtedness of the Company authenticated and delivered under this
Indenture.

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

     "Senior Indebtedness" means the principal of, and premium, if any, and
unpaid interest on (i) indebtedness of the Company whether outstanding on
the date of this Indenture or thereafter created, incurred, assumed or
guaranteed, for money borrowed, including (1) the Company's 7 1/4 % senior
notes due 2006, issued pursuant to the indenture, dated August 7, 2001, by
and between the Company and The Bank of New York Trust Company, N.A. as
trustee, and (2) the Company's 6.30% senior notes due 2018, issued pursuant
to the indenture, dated August 5, 2003, by and between the Company and The
Bank of New York Trust Company, N.A. as trustee, and the supplemental
indenture dated August 5, 2003, by and between the Company and The Bank of
New York Trust Company, N.A. as trustee, unless in the instrument creating
or evidencing the same or pursuant to which the same is outstanding, it is
provided that such indebtedness is not senior or prior in right of payment
to the Securities, including the indebtedness guaranteed by the Company,
and (ii) renewals, extensions, modifications and refunding of such
indebtedness.

     "series" of Securities means all Securities denoted as part of the
same series authorized by or pursuant to a particular Board Resolution.

     "Special Record Date" means, with respect to the payment of any
Defaulted Interest on the Registered Securities of any series, a date fixed
by the Trustee for such series pursuant to Section 307.

     "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in
such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

     "Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of
the total voting power of shares of capital stock or other interests
(including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly
or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

     "Substitute Date" has the meaning specified in Section 516.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date
as of which this Indenture was executed; provided, however, that in the
event the Trust Indenture Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument and, subject to the provisions of Article Six
hereof, shall also include its successors and assigns as Trustee hereunder.
If there shall be at one time more than one Trustee hereunder, "Trustee"
shall mean each such Trustee and shall apply to each such Trustee only with
respect to those series of Securities with respect to which it is serving
as Trustee.

     "United States" means, unless otherwise specified with respect to
Securities of any series, the United States of America (including the
states and the District of Columbia), its territories, its possessions
(which include, at the date of this Indenture, Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands) and other areas subject to its jurisdiction.

     "United States Alien" has the meaning specified in Section 1009.

     "Yield to Maturity" means, when used with respect to any OID Security,
the yield to maturity, if any, set forth on the face thereof.

Section 102. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee for any
series of Securities to take any action under any provision of this
Indenture or any supplement hereto, the Company shall furnish to such
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 (other than certificates provided pursuant to
Section 1005) 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 condition or covenant 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
     has made such examination or investigation as is necessary to enable
     him to express an informed opinion as to whether or not such condition
     or covenant 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 an Opinion of Counsel, or a
certificate or representations by, counsel, unless such officer knows, or
in the exercise of reasonable care should know, that the opinion,
certificate or representations with respect to matters upon which his
certificate or opinion is based are erroneous.

     Any such Opinion of Counsel or certificate or representations 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 opinion or
representations with respect to such matters are erroneous.

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

Section 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 agent
duly appointed in writing. If Securities of a series are issuable 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 of such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities of such series duly called and held in accordance
with the provisions of Article Thirteen, 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 for the
appropriate series of Securities 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 or so voting at any such meeting. Proof of execution of any
such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the
Trustee for the appropriate series of Securities and the Company and any
agent of such Trustee or the Company, if made in the manner provided in
this Section. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1306.

     The Company may at its discretion set a record date for purposes of
determining the identity of Holders of Registered Securities entitled to
vote or consent to any action by vote or consent authorized or permitted
under this Indenture, but the Company shall have no obligation to do so. If
not set by the Company prior to the first solicitation of Holders of
Registered Securities of a particular series made by any Person in respect
of any such action, or, in the case of any such vote, prior to such vote,
the record date for any such action or vote shall be 30 days prior to the
first solicitation of such vote or consent. Upon the fixing of such a
record date, those persons who were Holders of Registered Securities at
such record date (or their duly designated proxies), and only those
persons, shall be entitled with respect to such Registered Securities to
take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after
such record date.

     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by an officer of a corporation
or association or a member of a partnership, or an official of a public or
governmental body, on behalf of such corporation, association, partnership
or public or governmental body or by a fiduciary, such certificate or
affidavit shall also constitute sufficient proof of his authority.

     (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee for the
appropriate series of Securities deems reasonably sufficient.

     (d) The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by
the Security Register.

     (e) 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 for
such Securities 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 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 such Trustee to be
satisfactory. The Trustee for such Securities 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, (2) such Bearer Security is produced to such
Trustee by some other Person, (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no
longer Outstanding. The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may also
be proved in any other manner which the Company and the Trustee for such
Securities deem sufficient.

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

Section 105. Notices, Etc., to Trustee and the Company.

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

          (1) the Trustee for a series of Securities by any Holder or by
     the Company shall be sufficient for every purpose hereunder if made,
     given, furnished or filed in writing to or with such Trustee at its
     Corporate Trust Office, Attention: Corporate Trust Administration, Re:
     Humana Inc., or if sent by facsimile transmission, to a facsimile
     number provided by the Trustee, with a copy mailed, first class
     postage prepaid to the Trustee addressed to it as provided above, or

          (2) the Company by such Trustee or by any Holder shall be
     sufficient for every purpose hereunder (except as provided in
     paragraph (3) of Section 501) if furnished in writing and mailed,
     first class postage prepaid, addressed in the case of the Company to
     it, to the attention of the Chief Financial Officer, 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
     such Trustee by the Company, or if sent by facsimile transmission, to
     a facsimile number provided to the Trustee by the Company, with a copy
     mailed, first class postage prepaid, to the Company addressed to it as
     provided above.

Section 106.  Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given (unless otherwise herein expressly
provided) to Holders of Registered Securities if in writing and mailed,
first class postage prepaid, to each Holder affected by such event, at his
or her 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
(unless otherwise herein expressly provided) to Holders of Bearer
Securities if published in (a) an Authorized Newspaper on a Business Day or
(b) an electronic medium easily accessible by the Holders as may be
specified by the Company to such Holders, such publication to be not
earlier than the earliest date, and not later than the latest date,
prescribed herein for the giving of such notice. Any such notice by
publication shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first
publication.

     In any case where notice to Holders of Registered Securities is 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 to Holders of Bearer
Securities given as provided herein. Any notice mailed in the manner
prescribed by this Indenture shall be conclusively deemed to have been
given whether or not received by any particular Holder. In case by reason
of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice to Holders of Registered
Securities by mail, then such notification as shall be made with the
reasonable approval of the Trustee for such Securities shall constitute a
sufficient notification for every purpose hereunder.

     In case by reason of the suspension of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as
shall be made with the reasonable approval of the Trustee for such
Securities shall constitute sufficient notice to such Holders for every
purpose hereunder. Neither the 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 to Holders
of Registered Securities given as provided herein.

     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 for such Securities, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

Section 107.  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust
Indenture Act through the operation of Section 318(c) thereof, such imposed
duties shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified
or excluded, the provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

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 Securities or
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 Securities or in any coupons
appertaining thereto, expressed or implied, shall give to any Person, other
than the parties hereto, any Paying Agent, any Security Registrar, an
Authenticating Agent and their successors hereunder and the Holders of
Securities or coupons, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 112.  Governing Law.

     This Indenture and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York.

Section 113.  Non-Business Day.

     Unless otherwise stated with respect to Securities of any series, in
any case where any Interest Payment Date, Redemption Date or Stated
Maturity of a Security of any particular series shall not be a Business Day
at any Place of Payment with respect to Securities of that series, then
(notwithstanding any other provision of this Indenture or of the Securities
or coupons) payment of principal of (and premium, if any) and interest, if
any, with respect to such Security 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 or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

Section 114.  Immunity of Incorporators, Stockholders, Directors and Officers.

     No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on any Security or coupon of any
series, or for any claim based thereon, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, stockholder,
director, officer or employee, as such, past, present or future, of the
Company or of any successor corporation, either directly or indirectly
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 of penalty or otherwise; it being expressly agreed and
understood that this Indenture and all the Securities and coupons of each
series are solely corporate obligations, and that no personal liability
whatever shall attach to, or is incurred by, any incorporator, stockholder,
director, officer or employee, past, present or future, of the Company or
of any successor corporation, either directly or indirectly through the
Company or any successor corporation, because of the incurring of the
indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any
of the Securities or coupons of any series, or to be implied herefrom or
therefrom; and that all such personal liability is hereby expressly
released and waived as a condition of, and as part of the consideration
for, the execution of this Indenture and the issuance of the Securities and
coupons of each series.

Section 115.  Certain Matters Relating to Currencies.

     Subject to Section 311, each reference to any currency or currency
unit in any Security, or in the Board Resolution or supplemental indenture
relating thereto, shall mean only the referenced currency or currency unit
and no other currency or currency unit.

     The Trustee shall segregate moneys, funds and accounts held by the
Trustee in one currency or currency unit from any moneys, funds or accounts
held in any other currencies or currency units, notwithstanding any
provision herein which would otherwise permit the Trustee to commingle such
amounts.

     Whenever any action or Act is to be taken hereunder by the Holders of
Securities denominated in a Foreign Currency or currency unit, then for
purposes of determining the principal amount of Securities held by such
Holders, the aggregate principal amount of the Securities denominated in a
Foreign Currency or currency unit shall be deemed to be that amount of
Dollars that could be obtained for such principal amount on the basis of a
spot rate of exchange specified to the Trustee for such series in an
Officers' Certificate for such Foreign Currency or currency unit into
Dollars as of the date the taking of such action or Act by the Holders of
the requisite percentage in principal amount of the Securities is evidenced
to such Trustee.

Section 116.  Language of Notices, Etc.

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

                                 ARTICLE 2

                               SECURITY FORMS
                               --------------

Section 201.  Forms of Securities.

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in such
form or forms (including global form) as shall be established by or
pursuant to a Board Resolution of the Company, in each case with such
appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture or any indenture supplemental
hereto and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as the Company may
reasonably deem appropriate and as may be required to comply with any law,
with any rule or regulation made pursuant thereto, with any rules of any
securities exchange, automated quotation system or clearing agency or to
conform to usage, as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced by their
execution of such Securities or coupons. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form
thereof shall be established as provided in the preceding sentence.

     Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

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

     Subject to Section 614, the Certificate of Authentication on all
Securities shall be in substantially the following form:

          "This is one of the Securities of the series designated therein
     described in the within-mentioned Indenture.

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



                                   By
                                     ------------------------------------------
                                     Authorized Signatory

Section 203.  Securities in Global Form.

     If any Security of a series is issuable in global form, such Security
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from
time to time be increased or reduced to reflect exchanges. Any endorsement
of a Security in global form to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee and in such manner as shall be specified in such
Security. Any instructions by the Company with respect to a Security in
global form, after its initial issuance, shall be in writing but need not
comply with Section 102.

     Global Securities may be issued in either registered or bearer form
and in either temporary or permanent form.

     Any Security issued in global form shall bear the following legend:

     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF ____________ OR IN SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO ____________ OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, ____________, HAS AN INTEREST
HEREIN.

Section 204.  CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use) or other identifying numbers ("Identifying Numbers") and,
if so, the Trustee shall use such Identifying 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
Identifying Numbers either as printed on the Securities or as contained in
any notice of a redemption and that reliance may be placed only on the
other identifying numbers printed on the 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 of any change in the
Identifying Numbers.

                                 ARTICLE 3

                               THE SECURITIES
                               --------------

Section 301.  Title; Payment and Terms.

     The aggregate principal amount of Securities which may be
authenticated and delivered and Outstanding under this Indenture is
unlimited. The Securities may be issued up to the aggregate principal
amount of Securities from time to time authorized by or pursuant to Board
Resolutions of the Company. The Securities shall be subordinated in right
of payment to Senior Indebtedness as provided in Article Fourteen.

     The Securities may be issued in one or more series, each of which
shall be issued pursuant to Board Resolutions of the Company. There shall
be established in one or more Board Resolutions or pursuant to one or more
Board Resolutions of the Company and, subject to Section 303, set forth in,
or determined in the manner provided in, an Officer's Certificate of the
Company, or established in one or more supplemental indentures hereto,
prior to the issuance of Securities of any series all or any of the
following, as applicable (each of which, if so provided, may be determined
from time to time by the Company with respect to unissued Securities of
that series and set forth in the Securities of that series when issued from
time to time):

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

          (2) any limit upon the aggregate principal amount of the
     Securities of that series which may be authenticated and delivered
     under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in
     lieu of, other Securities of that series pursuant to Section 304, 305,
     306, 906 or 1107) and whether that series may be reopened for
     additional Securities of that series; in the event that such series of
     Securities may be reopened from time to time for issuance of
     additional Securities of such series, the terms thereof shall indicate
     whether any such additional Securities shall have the same terms as
     the prior Securities of such series or whether the Company may
     establish additional or different terms with respect to such
     additional Securities;

          (3) whether Securities of that series are to be issuable as
     Registered Securities, Bearer Securities or both and any restrictions
     on the exchange of one form of Securities for another and on the
     offer, sale and delivery of the Securities in either form;

          (4) the date or dates (or manner of determining the same) on
     which the principal of the Securities of that series is payable
     (which, if so provided in such Board Resolutions, may be determined by
     the Company from time to time and set forth in the Securities of the
     series issued from time to time);

          (5) the rate or rates (or the manner of calculation thereof) at
     which the Securities of that series shall bear interest (if any), the
     date or dates from which such interest shall accrue, the Interest
     Payment Dates on which such interest shall be payable (or manner of
     determining the same) and the Regular Record Date for the interest
     payable on any Registered Securities on any Interest Payment Date and
     the extent to which, or the manner in which, any interest payable on a
     temporary Global Security on an Interest Payment Date will be paid if
     other than in the manner provided in Section 307;

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

          (7) the period or periods within which (or manner of determining
     the same), the price or prices at which (or manner of determining the
     same), the currency or currency unit in which, and the terms and
     conditions upon which Securities of that series may be redeemed, in
     whole or in part, at the option of the Company, and any remarketing
     arrangements with respect to the Securities of that series;

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

          (9) if the currency in which the Securities of that series shall
     be issuable is Dollars, the denominations in which any Registered
     Securities of that 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 that series shall be
     issuable, if other than the denomination of $5,000;

          (10) if other than the principal amount thereof, the portion of
     the principal amount of Securities of that series which shall be
     payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 502;

          (11) the inapplicability of any Event of Default or covenant set
     forth in Article 10 hereof to the Securities of that series, or the
     applicability of any other Events of Defaults or covenants in addition
     to the Events of Default or covenants set forth herein to Securities
     of that series;

          (12) if a Person other than The Bank of New York Trust Company,
     N.A. is to act as Trustee for the Securities of that series, the name
     and location of the Corporate Trust Office of such Trustee;

          (13) if other than Dollars, the currency or currency unit in
     which payment of the principal of (and premium, if any) or interest,
     if any, on the Securities of that series shall be made or in which the
     Securities of that series shall be denominated and the particular
     provisions applicable thereto in accordance with, in addition to or in
     lieu of the provisions of Section 311;

          (14) if the principal of (and premium, if any) and interest, if
     any, on the Securities of that series are to be payable, at the
     election of the Company or a Holder thereof, in a currency or currency
     unit other than that in which such Securities are denominated or
     stated to be payable, in accordance with provisions in addition to or
     in lieu of, or in accordance with the provisions of, Section 311, the
     period or periods within which (including the Election Date), and the
     terms and conditions upon which, such election may be made, and the
     time and manner of determining the exchange rate between the currency
     or currency unit in which such Securities are denominated or stated to
     be payable and the currency or currency unit in which such Securities
     are to be so payable;

          (15) the designation of the original Currency Determination
     Agent, if any;

          (16) if the Securities of such series are issuable as Indexed
     Securities, the manner in which the amount of payments of principal of
     (and premium, if any) and interest, if any, on that series shall be
     determined;

          (17) if the Securities of that series do not bear interest, the
     applicable dates for purposes of Section 701;

          (18) if other than as set forth in Article Four, provisions for
     the satisfaction and discharge of this Indenture with respect to the
     Securities of that series;

          (19) the date as of which any Bearer Securities of that series
     and any Global Security representing Outstanding Securities of that
     series shall be dated if other than the date of original issuance of
     the first Security of that series to be issued;

          (20) the application, if any, of Section 1009 to the Securities
     of that series;

          (21) whether the 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, if any, for
     such Global Security or Securities, whether such global form shall be
     permanent or temporary and, if applicable, the Exchange Date;

          (22) if 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
     Securities and whether the definitive Securities will be Registered
     Securities 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 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;

          (23) the extent and manner, if any, to which payment on or in
     respect of Securities of that series will be subordinated to the prior
     payment of other liabilities and obligations of the Company;

          (24) whether payment of any amount due under such Securities will
     be guaranteed by one or more guarantors, including Subsidiaries of the
     Company;

          (25) the forms of the Securities of that series; and

          (26) any other terms of that series (which terms shall not be
     inconsistent with the requirements of the Trust Indenture Act).

     All Securities of any particular series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical
except as to denomination, rate of interest, Stated Maturity and the date
from which interest, if any, shall accrue, and except as may otherwise be
provided in or pursuant to such Board Resolutions and set forth in such
Officer's Certificate relating thereto or provided in or pursuant to any
supplemental indenture hereto. The terms of such Securities, as set forth
above, may be determined by the Company from time to time if so provided in
or established pursuant to the authority granted in Board Resolutions. All
Securities of any one series need not be issued at the same time, and
unless otherwise provided, a series may be reopened for issuance of
additional Securities of such series.

     Prior to the delivery of a Security of any series in any such form to
the Trustee for the Securities of such series for authentication, the
Company shall deliver to such Trustee the following:

          (1) the Board Resolutions of the Company by or pursuant to which
     such form of Security have been approved and, if applicable, the
     supplemental indenture by or pursuant to which such form of Security
     has been approved;

          (2) an Officers' Certificate of the Company dated the date such
     Certificate is delivered to such Trustee satisfying the requirements
     of Sections 102 and 103, and stating that all conditions precedent
     provided for in this Indenture relating to the authentication and
     delivery of Securities in such forms have been complied with; and

          (3) an Opinion of Counsel satisfying the requirements of Sections
     102 and 103 substantially to the effect that Securities in such forms,
     together with any coupons appertaining thereto, when (a) completed by
     appropriate insertions and executed and delivered by the Company to
     such Trustee for authentication in accordance with this Indenture, (b)
     authenticated and delivered by such Trustee in accordance with this
     Indenture, and (c) issued by the Company in the manner and subject to
     the conditions specified in such Opinion of Counsel, will constitute
     the legal, valid and binding obligations of the Company, subject to
     the effects of applicable bankruptcy, reorganization, fraudulent
     conveyance, moratorium, insolvency and other similar laws generally
     affecting creditors' rights, to general equitable principles, to an
     implied covenant of good faith and fair dealing and to such other
     qualifications as such counsel shall conclude do not materially affect
     the rights of Holders of such Securities.

Section 302.  Denominations and Currencies.

     Unless otherwise provided with respect to any series of Securities as
contemplated by Section 301, any Registered Securities of a series other
than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and any Bearer Securities of a series other than Bearer
Securities issued in global for (which may be of any denomination) shall be
issuable in the denomination of $5,000, or the equivalent amounts thereof
in the case of Registered Securities and Bearer Securities denominated in a
Foreign Currency or currency unit.

Section 303.  Execution, Authentication, Delivery and Dating.

     The Securities and any related coupons shall be executed on behalf of
the Company by its Chairman of the Board, a Vice Chairman of the Board, or
its President, Chief Executive Officer or one of its Vice Presidents. The
Securities shall be so executed under the corporate seal of the Company
reproduced thereon and attested to by its Secretary or any one of its
Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

     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 Securities or did not hold such offices at the date of such
Securities.

     At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series together
with any coupons appertaining thereto, executed by the Company to the
Trustee for the Securities of such series for authentication, together with
a Company Order for the authentication and delivery of such Securities, and
such Trustee, in accordance with the Company Order, shall authenticate and
deliver such Securities; provided, however, that, during the "restricted
period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States
Treasury Regulations), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided, further, that
a Bearer Security may be delivered outside the United States in connection
with its original issuance only if the Person entitled to receive such
Bearer Security shall have furnished to the Trustee for the Securities of
such series a certificate substantially in the form set forth in Exhibit A
to this Indenture. If any Security shall be represented by a permanent
Global Security, then, for purposes of this Section and Section 304, the
notation of a beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary Global Security
shall be deemed to be delivery in connection with the original issuance of
such beneficial owner's interest in such permanent Global Security. Except
as permitted by Section 306 or 307, the Trustee for the Securities of a
series shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured other than matured coupons in
default have been detached and cancelled. If all the Securities of any one
series are not to be issued at one time and if a Board Resolution relating
to such Securities shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Securities,
including, without limitation, procedures with respect to interest rate,
Stated Maturity, date of issuance and date from which interest, if any,
shall accrue.

     Notwithstanding any contrary provision herein, if all Securities of a
series are not to be originally issued at one time, it shall not be
necessary to deliver the Board Resolution, Officers' Certificate and
Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at
or prior to the time of authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

     Each Registered Security shall be dated the date of its
authentication, and, unless otherwise specified as contemplated by Section
301, each Bearer Security shall be dated as of the date of original
issuance of the first Security of such series to be issued.

     No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein manually executed by the
Trustee for such Security or on its behalf pursuant to Section 614, and
such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder.

     In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the Authenticating Agent for such series then
in office, any successor by merger, conversion or consolidation to such
Trustee, or any successor Authenticating Agent, as the case may be, may
adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee or successor Authenticating
Agent had itself authenticated such Securities.

     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 Exchange Act and any other applicable statute or regulation.

     The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith shall determine that such action would expose the
Trustee to personal liability to existing Holders.

Section 304.  Temporary Securities and Exchange of Securities.

     Pending the preparation of definitive Securities of any particular
series, the Company may execute, and upon Company Order the Trustee for the
Securities of such series shall authenticate and deliver, in the manner
specified in Section 303, temporary Securities which are printed,
lithographed, typewritten, photocopied or otherwise produced, in any
denomination, with like terms and conditions as the definitive Securities
of like series 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 Securities may determine, as
evidenced by their execution of such Securities. Any such temporary
Securities may be in global form, representing such of the Outstanding
Securities of such series as shall be specified therein.

     Except in the case of temporary Securities in global form (which shall
be exchanged only in accordance with the provisions of the following
paragraphs or as otherwise provided in or pursuant to a Board Resolution or
a Supplemental Indenture), if temporary Securities of any particular series
are issued, the Company will cause definitive Securities of that series to
be prepared without unreasonable delay. After the preparation of such
definitive Securities, the temporary Securities of such series shall be
exchangeable for such definitive Securities of a like Stated Maturity and
with like terms and provisions upon surrender of the temporary Securities
of such series, together with all unmatured coupons and matured coupons in
default, if any, at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any particular
series, the Company shall execute and (in accordance with a Company Order
delivered at or prior to the authentication of the first definitive
Security of such series) the Trustee for the Securities of such series or
the Global Exchange Agent shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and of a like Stated Maturity and with
like terms and provisions; provided, however, unless otherwise specified
pursuant to Section 301, no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and provided, further,
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth
in Section 303. Until exchanged as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same series
and with like terms and conditions, except as to payment of interest, if
any, authenticated and delivered hereunder.

     Any temporary Global Security and any permanent Global Security shall,
unless otherwise provided therein, be delivered to a Depositary designated
pursuant to Section 301.

     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 "Exchange Date"), the Securities represented by any
temporary Global Security of a series of Securities issuable in bearer form
may be exchanged for definitive Securities (subject to the second
succeeding paragraph) or Securities to be represented thereafter by one or
more permanent Global Securities, without interest coupons. On or after the
Exchange Date such temporary Global Security shall be surrendered by the
Depositary to the Trustee for such Security, as the Company's agent for
such purpose, or the agent appointed by the Company pursuant to Section 301
to effect the exchange of the temporary Global Security for definitive
Securities (the "Global Exchange Agent"), and following such surrender,
such Trustee or the Global Exchange Agent (as authorized by the Trustee as
an Authenticating Agent pursuant to Section 614) shall (1) endorse the
temporary Global Security to reflect the reduction of its principal amount
by an equal aggregate principal amount of such Security, (2) endorse the
applicable permanent Global Security, if any, to reflect the initial
amount, or an increase in the amount of Securities represented thereby, (3)
manually authenticate such definitive Securities or such permanent Global
Security, as the case may be, (4) subject to Section 303, deliver such
definitive Securities to the Holder thereof or, as the case may be, deliver
such permanent Global Security to the Depositary to be held outside the
United States for the accounts of Euroclear and Clearstream Banking, for
credit to the respective accounts at Euroclear and Clearstream Banking,
designated by or on behalf of the beneficial owners of such Securities (or
to such other accounts as they may direct) and (5) redeliver such temporary
Global Security to the Depositary, unless such temporary Global Security
shall have been cancelled in accordance with Section 309 hereof; provided,
however, that, unless otherwise specified in such temporary Global
Security, upon such presentation by the Depositary, such temporary Global
Security shall be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
Global Security held for its account then to be exchanged for definitive
Securities or one or more permanent Global Securities, as the case may be,
and a certificate dated the Exchange Date or a subsequent date and signed
by Clearstream Banking, as to the portion of such temporary Global Security
held for its account then to be exchanged for definitive Securities or one
or more permanent Global Securities, as the case may be, each substantially
in the form set forth in Exhibit B to this Indenture. Each certificate
substantially in the form of Exhibit B hereto of Euroclear or Clearstream
Banking, as the case may be, shall be based on certificates of the account
holders listed in the records of Euroclear or Clearstream Banking, as the
case may be, as being entitled to all or any portion of the applicable
temporary Global Security. An account holder of Euroclear or Clearstream
Banking, as the case may be, desiring to effect the exchange of interest in
a temporary Global Security for an interest in definitive Securities or one
or more permanent Global Securities shall instruct Euroclear or Clearstream
Banking, as the case may be, to request such exchange on its behalf and
shall deliver to Euroclear or Clearstream Banking, as the case may be, a
certificate substantially in the form of Exhibit A hereto and dated no
earlier than 15 days prior to the Exchange Date. Until so exchanged,
temporary Global Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities and permanent Global
Securities of the same series authenticated and delivered hereunder, except
as provided in the fourth succeeding paragraph.

     The delivery to the Trustee for the Securities of the appropriate
series or the Global Exchange Agent by Euroclear or Clearstream Banking of
any certificate substantially in the form of Exhibit B hereto may be relied
upon by the Company and such Trustee or the Global Exchange Agent as
conclusive evidence that a corresponding certificate or certificates has or
have been delivered to Euroclear or to Clearstream Banking, as the case may
be, pursuant to the terms of this Indenture.

     On or prior to the Exchange Date, the Company shall deliver to the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent definitive Securities or one or more permanent Global Securities in
aggregate principal amount equal to the principal amount of such temporary
Global Security, executed by the Company in the case of the Securities. At
any time, on or after the Exchange Date, upon 30 days' notice to the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent by Euroclear or Clearstream Banking, as the case may be, acting at
the request of or on behalf of the beneficial owner, a Security represented
by a temporary Global Security or a permanent Global Security, as the case
may be, may be exchanged, in whole or from time to time in part, for
definitive Securities without charge and such Trustee or the Global
Exchange Agent shall authenticate and deliver, in exchange for each portion
of such temporary Global Security or such permanent Global Security, an
equal aggregate principal amount of definitive Securities of the same
series of authorized denominations and with like terms and provisions as
the portion of such temporary Global Security or such permanent Global
Security to be exchanged, which, unless the Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, as
contemplated by Section 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; provided, however, that definitive Bearer
Securities shall be delivered in exchange for a portion of the temporary
Global Security or the permanent Global Security only in compliance with
the requirements of the second preceding paragraph. On or prior to the
thirtieth day following receipt by the Trustee for the Securities of the
appropriate series or the Global Exchange Agent of such notice with respect
to a Security, or, if such day is not a Business Day, the next succeeding
Business Day, the temporary Global Security or the permanent Global
Security, as the case may be, shall be surrendered by the Depositary to
such Trustee, as the Company's agent for such purpose, or the Global
Exchange Agent to be exchanged in whole, or from time to time in part, for
definitive Securities without charge following such surrender, upon the
request of Euroclear or Clearstream Banking, as the case may be, and such
Trustee or the Global Exchange Agent shall (1) endorse the applicable
temporary Global Security or the permanent Global Security to reflect the
reduction of its principal amount by the aggregate principal amount of such
Security, (2) in accordance with procedures acceptable to the Trustee cause
the terms of such Security and coupons, if any, to be entered on a
definitive Security, (3) manually authenticate such definitive Security and
(4) if a Bearer Security is to be delivered, deliver such definitive
Security outside the United States to Euroclear or Clearstream Banking, as
the case may be, for or on behalf of the beneficial owner thereof, in
exchange for a portion of such permanent Global Security.

     Unless otherwise specified in such temporary Global Security or
permanent Global Security, any such exchange shall be made free of charge
to the beneficial owners of such temporary Global Security or permanent
Global Security, except that a Person receiving definitive Securities must
bear the cost of any taxes, insurance, postage, transportation and the like
in the event that such Person does not take delivery of such definitive
Securities in person at the offices of Euroclear or Clearstream Banking.
Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary Global Security or a permanent Global Security shall
be delivered only outside the United States.

     Until exchanged in full as hereinabove provided, any temporary Global
Security or permanent Global Security shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of the same
series and with like terms and conditions, except as to payment of
interest, if any, authenticated and delivered hereunder. Unless otherwise
specified as contemplated by Section 301, interest payable on such
temporary Global Security on an Interest Payment Date for Securities of
such series shall be payable to Euroclear and Clearstream Banking on such
Interest Payment Date upon delivery by Euroclear and Clearstream Banking to
the Trustee for the Securities of the appropriate series or the Global
Exchange Agent in the case of payment of interest on a temporary Global
Security with respect to an Interest Payment Date occurring prior to the
applicable Exchange Date of a certificate or certificates substantially in
the form set forth in Exhibit C to this Indenture, for credit without
further interest on or after such Interest Payment Date to the respective
accounts of the Persons who are the beneficial owners of such Global
Security on such Interest Payment Date and who have, in the case of payment
of interest on a temporary Global Security with respect to an Interest
Payment Date occurring prior to the applicable Exchange Date, each
delivered to Euroclear or Clearstream Banking, as the case may be, a
certificate substantially in the form set forth in Exhibit D to this
Indenture.

     Any definitive Bearer Security authenticated and delivered by the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent in exchange for a portion of a temporary Global Security or a
permanent Global Security shall not bear a coupon for any interest which
shall theretofore have been duly paid by such Trustee to Euroclear or
Clearstream Banking or by the Company to such Trustee in accordance with
the provisions of this Section 304.

     With respect to Exhibits A, B, C and D to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law,
substitute one or more other forms of such exhibits for such exhibits,
eliminate the requirement that any or all certificates be provided, or
change the time that any certificate may be required, provided that such
substitute form or forms or notice of elimination or change of such
certification requirement have theretofore been delivered to the Trustee
with a Company Request and such form or forms, elimination or change is
reasonably acceptable to the Trustee.

Section 305.  Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of
the Trustee for the Securities of each series a register (the register
maintained in such office being 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. The Trustee for the
Securities of each series is hereby initially appointed "Security
Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities of such series as herein provided.

     Upon surrender for registration of transfer of any Registered Security
of any particular series at the office or agency of the Company in a Place
of Payment for that series, the Company shall execute, and the Trustee for
the Securities of each series shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Registered
Securities of any authorized denominations, and of a like Stated Maturity
and of a like series and aggregate principal amount and with like terms and
conditions.

     Except as set forth below, at the option of the Holder, Registered
Securities of any particular series may be exchanged for other Registered
Securities of any authorized denominations, and of a like Stated Maturity
and of a like series and aggregate principal amount and with like terms and
conditions upon surrender of the Registered Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee for such Securities
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. Except as otherwise specified pursuant to
Section 301, Registered Securities may not be exchanged for Bearer
Securities.

     Notwithstanding any other provision of this Section or Section 304,
unless and until it is exchanged in whole or in part for Registered
Securities in definitive form, a Global Security representing all or a
portion of the Registered Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor
Depositary.

     If (but not only if) permitted by the applicable Board Resolution and
(subject to Section 308) set forth in the applicable Officer's Certificate,
at the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and with like terms
and provisions upon surrender of the Bearer Securities to be exchanged at
any office or agency of the Company in a Place of Payment for that series,
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 (or to the Trustee for the
Security in case of matured coupons in default) 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 such Trustee if
there is 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 of the Company in a Place
of Payment for that series 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 with like terms and conditions after the
close of business at such office or agency on or after (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
proposed date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be (or, if such coupon is so
surrendered with such Bearer Security, such coupon shall be returned to the
person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, 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.

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

     If at any time the Depositary for Securities of a series in registered
form notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the
Depositary for the Securities of such series shall no longer be eligible
under Section 303, the Company shall appoint a successor Depositary with
respect to the Securities for such series. If (i) a successor Depositary
for the 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, (ii) the Company delivers to the Trustee for Securities of
such series in registered form a Company Order stating that the Securities
of such series shall be exchangeable, or (iii) an Event of Default under
Section 501 hereof has occurred and is continuing with respect to the
Securities of such series, the Company's election pursuant to Section 301
shall no longer be effective with respect to the Securities for such series
and the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver 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.

     The Company may at any time and in its sole discretion determine that
the Registered 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 Registered Securities of such series, will authenticate and
deliver, Registered 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 Securities in registered form, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for 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, upon
receipt of a Company Order, the Trustee shall authenticate and deliver,
without service charge, (i) to each Person specified by such Depositary a
new Security or Securities of the same series, of like tenor and terms and
of any authorized denomination 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 (ii) 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 Securities delivered to
Holders thereof.

     Upon the exchange of a Global Security for Securities in definitive
form representing the aggregate principal amount of such Global Security,
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 in writing. The Trustee shall deliver such Registered
Securities to the persons in whose names such Securities are so registered.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

     The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under
Section 1104 and ending at the close of business on (A) if Securities of
the series are issuable only as Registered Securities, the day of the
mailing of the relevant notice of redemption and (B) if Securities of the
series are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if Securities of the series are
also issuable as Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption
as a whole or in part, except the unredeemed portion of any 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 that series and like tenor; provided, however, that
such Registered Security shall be simultaneously surrendered for
redemption.

     Furthermore, notwithstanding any other provision of this Section 305,
the Company will not be required to exchange any Securities if, as a result
of the exchange, the Company would suffer adverse consequences under any
United States or foreign law or regulation.

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

     If (i) any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee for such Security or the
Company and the Trustee for a Security receive evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon
and (ii) there is delivered to the Company and such Trustee such security
or indemnity as may be required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company
or such Trustee that such Security or coupon has been acquired by a bona
fide or protected purchaser, the Company shall execute and upon its request
such Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security or in exchange for such mutilated Security, or in
exchange for the Security to which a mutilated, destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not mutilated, destroyed,
lost or stolen) a new Security of the same series and in a like principal
amount and of a like Stated Maturity and with like terms and conditions,
and bearing a number not contemporaneously outstanding with coupons
corresponding to the coupons, if any, appertaining to such mutilated,
destroyed, lost or stolen Security or to the Security to which such
mutilated, destroyed, lost or stolen coupon appertains.

     In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or
coupon (without surrender thereof except in the case of a mutilated
Security or coupon) if the applicant for such payment shall furnish to the
Company and the Trustee for such Security such security or indemnity as may
be required by them to save each of them harmless, and in case of
destruction, loss or theft, evidence satisfactory to the Company and such
Trustee and any agent of any of them of the destruction, loss or theft of
such Security and the ownership thereof; provided, however, that the
principal of (and premium, if any) and interest, if any, 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, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

     Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security
or in exchange for any mutilated Security, or in exchange for a Security to
which a mutilated, destroyed, lost or stolen coupon appertains shall
constitute an original additional contractual obligation of the Company
whether or not the destroyed, lost or stolen Security and its coupons, if
any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and each such new Security shall be at any time
enforceable by anyone, and each such new Security shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same 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 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,
if so provided in such Security, be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest payment.

     Unless otherwise provided with respect to the Securities of any
series, payment of interest may be made at the Corporate Trust Office or,
at the option of the Company (i) in the case of Registered Securities, may
be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register, or (ii) in the case of
Bearer Securities, upon presentation and surrender of the appropriate
coupon appertaining thereto or by transfer to an account maintained by the
payee with a bank located outside the United States. Notwithstanding the
foregoing, a Holder of $1,000,000 or more in aggregate principal amount of
Securities of any series in definitive form, whether having identical or
different terms and provisions, having the same Interest Payment Dates
will, at the option of the Company, be entitled to receive interest
payments, other than at Maturity, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received in
writing by the Trustee for the Securities of such series at least 15 days
prior to the applicable Interest Payment Date. Any wire instructions
received by the Trustee for the Securities of such series shall remain in
effect until revoked by the Holder.

     Unless otherwise provided or contemplated by Section 301, every
permanent Global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to each of Euroclear and Clearstream
Banking with respect to that portion of such permanent Global Security held
for its account by the Depositary. Each of Euroclear and Clearstream
Banking will in such circumstances credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

     Any interest on any Registered Security of any particular 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 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:

          (1) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Registered Securities of
     that 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 for the
     Registered Securities of such series in writing of the amount of
     Defaulted Interest proposed to be paid on each Registered Security of
     that series and the date of the proposed payment, and at the same time
     the Company shall deposit with such Trustee an amount of money in the
     currency or currency unit in which the Securities of such series are
     payable (except as otherwise specified pursuant to Section 301 for the
     Securities of such series and except as provided in Sections 311(b)
     and 311(d)), equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements
     satisfactory to such Trustee for such deposit on or prior to the date
     of the proposed payment, such money when deposited to be held in trust
     for the benefit of the Persons entitled to such Defaulted Interest as
     in this clause provided. Thereupon such Trustee shall fix a Special
     Record Date for the payment of such Defaulted Interest which shall not
     be 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
     such Trustee of the notice of the proposed payment. Such Trustee shall
     promptly notify the Company of such Special Record Date and, in the
     name and at the expense of the Company, shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record
     Date therefor to be mailed, first-class postage prepaid, to each
     Holder of Registered Securities of that 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 that series (or their
     respective Predecessor Securities) are registered on such Special
     Record Date and shall no longer be payable pursuant to the following
     clause (2).

          (2) The Company may make payment of any Defaulted Interest on
     Registered Securities of any particular 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 is
     given by the Company to the Trustee for the Securities of such series
     of the proposed manner of payment pursuant to this clause, such manner
     of payment shall be deemed practicable by such Trustee.

     Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.

Section 308.  Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee for such Security and any agent of the
Company or such Trustee may treat the Person in whose name any such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to
Section 307) interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the
Company, such Trustee or any agent of the Company or such Trustee shall be
affected by notice to the contrary.

     Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee for such Security and any
agent of the Company or such 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
Security or coupon be overdue, and none of the Company, such Trustee or any
agent of the Company or such 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.

     All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange, or delivered in satisfaction of any
sinking fund payment, shall, if surrendered to any Person other than the
Trustee for such Securities, be delivered to such Trustee and, in the case
of Registered Securities and matured coupons, shall be promptly cancelled
by it. All Bearer Securities and unmatured coupons so delivered to the
Trustee for such Securities shall be cancelled by such Trustee. The Company
may at any time deliver to the Trustee for Securities of a series for
cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and
all Securities so delivered shall be promptly cancelled by such Trustee.
Notwithstanding any other provision of this Indenture to the contrary, in
the case of a series, all the Securities of which are not to be originally
issued at one time, a Security of such series shall not be deemed to have
been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such Security is
delivered to the Trustee for such Security for cancellation by the Company
or any agent thereof upon the failure of the original purchaser thereof to
make payment therefor against delivery thereof, and any Security so
delivered to such Trustee shall be promptly cancelled by it. No Securities
shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities and coupons held by the Trustee
for such Securities shall be disposed of by such Trustee in accordance with
its standard procedures and a certificate of disposition evidencing such
disposition of Securities and coupons shall be provided to the Company by
such Trustee. In the case of any temporary Global Security, which shall be
disposed of if the entire aggregate principal amount of the Securities
represented thereby has been exchanged, the certificate of disposition
shall state that all certificates required pursuant to Section 304 hereof,
substantially in the form of Exhibit B hereto (or in the form of any
substitute exhibit as provided in the last paragraph of Section 304), to be
given by Euroclear or Clearstream Banking, have been duly presented to the
Trustee for such Securities by Euroclear or Clearstream Banking, as the
case may be. Permanent Global Securities shall not be disposed of until
exchanged in full for definitive Securities or until payment thereon is
made in full.

Section 310.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for
Securities of any particular series, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.

Section 311.  Currency and Manner of Payments in Respect of Securities.

     Unless otherwise specified in accordance with Section 301 with respect
to any series of Securities, the following provisions shall apply:

     (a) Except as provided in paragraphs (b) and (d) below, the principal
of (and premium, if any) and interest on Securities of any series
denominated in a Foreign Currency or currency unit will be payable by the
Company in Dollars based on the equivalent of that Foreign Currency or
currency unit converted into Dollars in the manner described in paragraph
(c) below.

     (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series denominated in a Foreign Currency or
currency unit that Holders shall have the option, subject to paragraph (d)
below, to receive payments of principal of (and premium, if any) and
interest on such Registered Securities in such Foreign Currency or currency
unit by delivering to the Trustee (or to any duly appointed Paying Agent)
for the Registered Securities of that series a written election, to be in
form and substance satisfactory to such Trustee (or to any such Paying
Agent), not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in such Foreign Currency or currency unit, such
election will remain in effect for such Holder until changed by such Holder
by written notice to the Trustee (or to any such Paying Agent) for the
Registered Securities of that series; provided, however, that any such
change must be made not later than the close of business on the Election
Date immediately preceding the next payment date to be effective for the
payment to be made on such payment date; and provided, further, that no
such change or election may be made with respect to payments to be made on
any Registered Security of such series with respect to which an Event of
Default has occurred, the Company has exercised any defeasance,
satisfaction or discharge options pursuant to Article Four or notice of
redemption has been given by the Company pursuant to Article Eleven. If any
Holder makes any such election, such election will not be effective as to
any transferee of such Holder and such transferee shall be paid in Dollars
unless such transferee makes an election as specified above; provided,
however, that such election, if in effect while funds are on deposit with
respect to the Registered Securities of such series as described in Section
404 or Section 405, will be effective as to any transferee of such Holder
unless otherwise specified pursuant to Section 301 for such Registered
Securities. Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee (or to any duly appointed Paying
Agent) for the Registered Securities of such series not later than the
close of business on the applicable Election Date will be paid the amount
due on the applicable payment date in Dollars.

     (c) With respect to any Registered Securities of any series
denominated in a Foreign Currency or currency unit and payable in Dollars,
the amount of Dollars so payable will be determined by the Currency
Determination Agent based on the highest indicative quotation in The City
of New York selected by the Currency Determination Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date. Such selection shall be made from among the
quotations appearing on the bank composite or multi-contributor pages of
the Reuters Monitor Foreign Exchange Service or, if not available, the
Telerate Monitor Foreign Exchange Service, for three (or two if three are
not available) major banks in New York City. The first three (or two) such
banks selected by the Currency Determination Agent which are offering
quotes on the Reuters Foreign Exchange Service shall be used. If such
quotations are unavailable from either such foreign exchange service, such
selection shall be made from the quotations received by the Currency
Determination Agent from no more than three nor less than two recognized
foreign exchange dealers in The City of New York selected by the Currency
Determination Agent and approved by the Company (one of which may be the
Currency Determination Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the Foreign
Currency or currency unit payable on such payment date in respect of all
Registered Securities denominated in such Foreign Currency or currency unit
and for which the applicable dealer commits to execute a contract. If fewer
than two such bid quotations are available at 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date,
such payment will be based on the Market Exchange Rate as of the second
Business Day preceding the applicable payment date. If the Market Exchange
Rate for such date is not then available, payments shall be made in the
Foreign Currency or currency unit. All currency exchange costs associated
with any payment in Dollars on any such Registered Securities will be borne
by the Holder thereof by deductions from such payment.

     (d) If a Conversion Event occurs with respect to a Foreign Currency or
currency unit in which Registered Securities of any series are payable,
then with respect to each date for the payment of principal of (and
premium, if any) and interest on the Registered Securities of that series
occurring after the last date on which such Foreign Currency or currency
unit was used, the Company may make such payment in Dollars. The Dollar
amount to be paid by the Company to the Trustee for the Registered
Securities of such series and by such Trustee or any Paying Agent for the
Registered Securities of such series to the Holders of such Registered
Securities with respect to such payment date shall be determined by the
Currency Determination Agent on the basis of the Market Exchange Rate as of
the second Business Day preceding the applicable payment date or, if such
Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate, or as otherwise established
pursuant to Section 301 with respect to such Notes. Any payment in respect
of such Registered Security made under such circumstances in Dollars will
not constitute an Event of Default hereunder.

     (e) For purposes of this Indenture the following terms shall have the
following meanings:

          A "Component Currency" shall mean any currency which is a
     component currency of any currency unit.

          "Election Date" shall mean, for the Registered Securities of any
     series, the date specified pursuant to Section 301(14).

     (f) Notwithstanding any other provisions of this Section 311, the
following shall apply: (i) if the official unit of any Component Currency
is altered by way of combination or subdivision, the number of units of
that currency as a component shall be divided or multiplied in the same
proportion, (ii) if two or more Component Currencies are consolidated into
a single currency, the amounts of those currencies as components shall be
replaced by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in such a single
currency, (iii) if any Component Currency is divided into two or more
currencies, the amount of that original Component Currency as a component
shall be replaced by the amounts of such two or more currencies having an
aggregate value on the date of division equal to the amount of the former
Component Currency immediately before such division and (iv) in the event
of an official redenomination of any currency (including, without
limitation, a currency unit), the obligations of the Company to make
payments in or with reference to such currency on the Registered Securities
of any series shall, in all cases, be deemed immediately following such
redenomination to be obligations to make payments in or with reference to
that amount of redenominated currency representing the amount of such
currency immediately before such redenomination.

     (g) All determinations referred to in this Section 311 made by the
Currency Determination Agent shall be in its sole discretion and shall, in
the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Holders of the applicable Securities. The
Currency Determination Agent shall promptly give written notice to the
Trustee of any such decision or determination. The Currency Determination
Agent shall have no liability for any determinations referred to in this
Section 311 made by it.

     (h) The Trustee for the Securities of a particular series shall be
fully justified and protected in relying and acting upon information
received by it from the Company and the Currency Determination Agent with
respect to any of the matters addressed in or contemplated by this Section
311 and shall not otherwise have any duty or obligation to determine such
information independently.

Section 312.  Appointment and Resignation of Currency Determination Agent.

     (a) If and so long as the Securities of any series (i) are denominated
in a currency unit or a currency other than Dollars or (ii) may be payable
in a currency unit or a currency other than Dollars, or so long as it is
required under any other provision of this Indenture, then the Company
shall maintain with respect to each such series of Securities, or as so
required, a Currency Determination Agent. The Company shall cause the
Currency Determination Agent to make the necessary foreign exchange
determinations at the time and in the manner specified pursuant to Section
301 for the purpose of determining the applicable rate of exchange and for
the purpose of converting the issued currency or currency unit into the
applicable payment currency or currency unit for the payment of principal
(and premium, if any) and interest, if any, pursuant to Section 311.

     (b) No resignation of the Currency Determination Agent and no
appointment of a successor Currency Determination Agent pursuant to this
Section shall become effective until the acceptance of appointment by the
successor Currency Determination Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate series of
Securities accepting such appointment executed by the successor Currency
Determination Agent.

     If the Currency Determination Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the
Currency Determination Agent for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly
appoint a successor Currency Determination Agent or Currency Determination
Agents with respect to the Securities of that or those series (it being
understood that any such successor Currency Determination Agent may be
appointed with respect to the Securities of one or more or all of such
series and that at any time there shall only be one Currency Determination
Agent with respect to the Securities of any particular series).

                                 ARTICLE 4

                         SATISFACTION AND DISCHARGE
                         --------------------------

Section 401.      Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by
a Board Resolution set forth in an Officers' Certificate, at any time, with
respect to the Securities of any series, elect to have either Section 402
or 403 be applied to all of the Outstanding Securities of that series upon
compliance with the conditions set forth below in this Article Four.

Section 402.  Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company shall be deemed to have been discharged
from its obligations with respect to all Outstanding Securities of the
particular series and any coupons appertaining thereto on the date the
conditions set forth below in Section 404 are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, such Legal Defeasance means that the
Company shall be deemed to have paid and discharged all the obligations
relating to the Outstanding Securities of that series and the Securities of
that series, including any coupons appertaining thereto, shall thereafter
be deemed to be "Outstanding" only for the purposes of Section 406, Section
408 and the other Sections of this Indenture referred to below in this
Section 402, and to have satisfied all of its other obligations under such
Securities and any coupons appertaining thereto and this Indenture and
cured all then existing Events of Default (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Outstanding Securities of the particular series and coupons, if any, of
such series to receive payments in respect of the principal of (and
premium, if any) and interest, if any, on such Securities when such
payments are due or on the Redemption Date solely out of the trust created
pursuant to this Indenture; (b) the Company's obligations with respect to
such Securities concerning issuing temporary Securities of that series, or,
where relevant, registration of such Securities, mutilated, destroyed, lost
or stolen Securities of that series and the maintenance of an office or
agency for payment and money for Securities payments held in trust; (c) the
rights, powers, trusts, duties and immunities of the Trustee for the
Securities of that series, and the Company's obligations in connection
therewith; and (d) this Article Four and the obligations set forth in
Section 406 hereof. Money and Securities held in trust pursuant to this
Section 402 shall not be subject to Article Fourteen.

     Subject to compliance with this Article Four, the Company may exercise
its option under this Section 402 notwithstanding the prior exercise of its
option under Section 403 with respect to the Securities of a particular
series and any coupons appertaining thereto.

Section 403.  Covenant Defeasance.

     Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, the Company shall be released from any obligations
under the covenants contained in Sections 704 and 801 hereof (and any other
covenant in addition to those set forth herein applicable to Securities of
any series pursuant to Section 301 hereof) with respect to the Outstanding
Securities of the particular series, along with any additional covenants
contained in such Security or any Supplemental Indenture in connection
therewith, on and after the date the conditions set forth below in Section
404 are satisfied (hereinafter, "Covenant Defeasance"), and the Securities
of that series and any coupons appertaining thereto shall thereafter be
deemed not "Outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder (it being understood that
such Securities shall not be deemed outstanding for accounting purposes).
For this purpose, such Covenant Defeasance means that, with respect to the
Outstanding Securities of that series and any coupons appertaining thereto,
the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of any reference in any such covenant to
any other provision herein or in any other document and such omission to
comply shall not constitute a default or Event of Default under subsection
501(3) but, except as specified above, the remainder of this Indenture and
the Securities of that series shall be unaffected thereby.

Section 404.  Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either
Section 402 or Section 403 to the Outstanding Securities of a particular
series:

          (a) the Company must irrevocably deposit, or cause to be
     irrevocably deposited, with the Trustee for the Securities of that
     series, in trust, for the benefit of the Holders of the Securities of
     that series, cash in the currency or currency unit in which the
     Securities of that series are payable (except as otherwise specified
     pursuant to Section 301 for the Securities of that series and except
     as provided in Sections 311(b) and 311(d), in which case the deposit
     to be made with respect to Securities for which an election has
     occurred pursuant to Section 311(b), or a Conversion Event has
     occurred as provided in Section 311(d), shall be made in the currency
     or currency unit in which the Securities of that series are payable as
     a result of such election or Conversion Event), Government Obligations
     or a combination thereof in such amounts as will be sufficient, in the
     opinion of an internationally recognized firm of independent public
     accountants, to pay the principal of (and premium, if any) and
     interest, if any, due on the outstanding Securities of that series and
     any related coupons at the Stated Maturity, or on the applicable
     Redemption Date, as the case may be, with respect to the outstanding
     Securities of that series and any related coupons;

          (b) in the case of Legal Defeasance, the Company shall have
     delivered to the Trustee for the Securities of that series an Opinion
     of Counsel in the United States reasonably acceptable to such Trustee
     confirming that, subject to customary assumptions and exclusions, (1)
     the Company has received from, or there has been published by, the
     U.S. Internal Revenue Service a ruling or (2) since the Issue Date,
     there has been a change in the applicable U.S. federal income tax law,
     in either case to the effect that, and based thereon such Opinion of
     Counsel in the United States shall confirm that, subject to customary
     assumptions and exclusions, the Holders of the Outstanding Securities
     of that series will not recognize income, gain or loss for U.S.
     federal income tax purposes as a result of such Legal Defeasance and
     will be subject to U.S. federal income tax on the same amounts, in the
     same manner and at the same times as would have been the case if such
     Legal Defeasance had not occurred;

          (c) in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee for the Securities of that series an Opinion
     of Counsel in the United States reasonably acceptable to such Trustee
     confirming that, subject to customary assumptions and exclusions, the
     Holders of the Outstanding Securities of that series will not
     recognize income, gain or loss for U.S. federal income tax purposes as
     a result of such Covenant Defeasance and will be subject to such tax
     on the same amounts, in the same manner and at the same times as would
     have been the case if such Covenant Defeasance had not occurred;

          (d) no Event of Default or event which with the giving of notice
     or the lapse of time, or both, would become an Event of Default with
     respect to the Securities of that series shall have occurred and be
     continuing on the date of such deposit and no Event of Default under
     Section 501(4) or Section 501(5) shall have occurred and be continuing
     on the 123rd day after such date;

          (e) such Legal Defeasance or Covenant Defeasance shall not result
     in a breach or violation of, or constitute a default under any
     material agreement or instrument to which the Company is a party or by
     which the Company is bound; and

          (f) the Company shall have delivered to the Trustee for the
     Securities of that series an Officers' Certificate and an Opinion of
     Counsel in the United States (which opinion of counsel may be subject
     to customary assumptions and exclusions) each stating that all
     conditions precedent provided for or relating to the Legal Defeasance
     or the Covenant Defeasance, as the case may be, have been complied
     with.

Section 405. Satisfaction and Discharge of Indenture.

     This Indenture will be discharged and will cease to be of further
effect as to all Securities of any particular series issued hereunder when
either (i) all Securities of that series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (except (A) coupons
appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 305, (B) lost, stolen or
destroyed Securities or coupons of such series which have been replaced or
paid as provided in Section 306, (C) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date,
whose surrender is not required as provided in Section 1106 and (D)
Securities and coupons of such series for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company or
discharged from such trust, as provided in the last paragraph of Section
1003) have been delivered to the Trustee for the Securities of that series
for cancellation or (ii) (A) all Securities of that series and any coupons
appertaining thereto not theretofore delivered to Trustee for cancellation
are due and payable by their terms within one year or have become due and
payable by reason of the making of a notice of redemption and the Company
has irrevocably deposited or caused to be deposited with such Trustee as
trust funds in trust an amount of cash in any combination of currency or
currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except as provided in Sections 311(b) and 311(d), in which case
the deposit to be made with respect to Securities for which an election has
occurred pursuant to Section 311(b) or a Conversion Event has occurred as
provided in Section 311(d), shall be made in the currency or currency unit
in which such Securities are payable as a result of such election or
Conversion Event) sufficient to pay and discharge the entire indebtedness
on such Securities and coupons not theretofore delivered to the Trustee for
the Securities of that series for cancellation for principal (and premium,
if any) and accrued and unpaid interest, if any, to the Stated Maturity or
Redemption Date, as the case may be; (B) no Event of Default or event which
with the giving of notice or the lapse of time, or both, would become an
Event of Default shall have occurred and be continuing on the date of such
deposit and no Event of Default under Section 501(4) or Section 501(5)
shall have occurred and be continuing on the 123rd day after such date; (C)
the Company has paid, or caused to be paid, all sums payable by it under
this Indenture; and (D) the Company has delivered irrevocable instructions
to the Trustee for the Securities of that series under this Indenture to
apply the deposited money toward the payment of such Securities and coupons
at the Stated Maturity or the Redemption Date, as the case may be. In
addition, the Company must deliver an Officers' Certificate and an Opinion
of Counsel to the Trustee for the Securities of that series stating that
all conditions precedent to satisfaction and discharge have been satisfied.

Section 406. Survival of Certain Obligations.

     Notwithstanding the satisfaction and discharge of this Indenture and
of the Securities of a particular series referred to in Sections 401, 402,
404, or 405, the respective obligations of the Company and the Trustee for
the Securities of a particular series under Sections 303, 304, 305, 309,
407, 408, 409, 410, and 508, Article Six, and Sections 701, 702, 1002, 1003
and 1006, shall survive with respect to Securities of that series until the
Securities of that series are no longer outstanding, and thereafter the
obligations of the Company and the Trustee for the Securities of a
particular series with respect to that series under Sections 407, 408, 409,
and 410 shall survive. Nothing contained in this Article Four shall
abrogate any of the obligations or duties of the Trustee of any series of
Securities under this Indenture.

     Notwithstanding the satisfaction of the conditions set forth in
Sections 404 or 405 with respect to all the Securities of any series not
payable in Dollars, upon the happening of any Conversion Event the Company
shall be obligated to make the payments in Dollars required by Section
311(d) to the extent that the Trustee is unable to convert any Foreign
Currency or currency unit or currency unit in its possession pursuant to
Sections 404 or 405 into the Dollar equivalent of such Foreign Currency or
currency unit, as the case may be. If, after the deposits referred to in
Sections 404 or 405 have been made, (x) the Holder of a Security is
entitled to, and does, elect pursuant to Section 311(b) to receive payment
in a currency or currency unit other than that in which the deposit
pursuant to Sections 404 or 405 was made, or (y) a Conversion Event occurs
as contemplated in Section 311(d), then the indebtedness represented by
such Security shall be fully discharged to the extent that the deposit made
with respect to such Security shall be converted into the currency or
currency unit in which such Security is payable. The Trustee shall return
to the Company any non-converted funds or securities in its possession
after such payments have been made.

Section 407.  Acknowledgment of Discharge by Trustee.

     Subject to Section 410, after (i) the conditions of Section 404 or 405
have been satisfied with respect to the Securities of a particular series,
(ii) the Company has paid or caused to be paid all other sums payable
hereunder by the Company and (iii) the Company has delivered to the Trustee
for the Securities of that series an Officers' Certificate and an Opinion
of Counsel, each stating that all conditions precedent referred to in
clause (i) above relating to the satisfaction and discharge of this
Indenture have been complied with, the Trustee for the Securities of that
series upon written request shall acknowledge in writing the discharge of
all of the Company's obligations under this Indenture except for those
surviving obligations specified in this Article Four.

Section 408.  Application of Trust Moneys.

     All money and Government Obligations deposited with the Trustee for
the Securities of a particular series pursuant to Section 404 or 405 in
respect of the Securities of that series shall be held in trust and applied
by it, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Holders of the Securities and all related
coupons of all sums due and to become due thereon for principal (and
premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee for the Securities of
a particular series against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section
404 or 405 with respect to the Securities of that series or the principal
and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of outstanding
Securities of that series.

Section 409.  Repayment to the Company; Unclaimed Money.

     The Trustee and any Paying Agent for a series of Securities shall
promptly pay or return to the Company upon Company Order any cash or
Government Obligations held by them at any time that are not required for
the payment of the principal of (and premium, if any) and interest, if any,
on the Securities and all related coupons for Securities of that series for
which cash or Government Obligations have been deposited pursuant to
Section 404 or 405.

     Any money deposited with the Trustee or any Paying Agent for the
Securities of any series, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) and interest, if any, on
any Security of any particular series and all related coupons appertaining
thereto and remaining unclaimed for two years after such principal (and
premium, if any) and interest, if any, has become due and payable shall,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be paid to the Company on Company
Request or (if then held by the Company) shall be discharged from such
trusts; and the Holder of such Security and all related coupons shall,
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of such Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that such
Trustee or such Paying Agent, before being required to make any such
repayment may give written notice to the Holder of such Security in the
manner set forth in Section 106, that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be repaid to
the Company, as the case may be.

Section 410.  Reinstatement.

     If the Trustee or Paying Agent for a series of Securities is unable to
apply any cash or Government Obligations, as applicable, in accordance with
Section 402, 403, 404 or 405 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities of that series shall be
revived and reinstated as though no deposit had occurred pursuant to
Section 402, 403, 404 or 405 until such time as the Trustee or Paying Agent
for that series is permitted to apply all such cash or Government
Obligations in accordance with Section 402, 403, 404 or 405; provided,
however, that if the Company has made any payment of principal (and
premium, if any) and interest, if any, on any Securities and any related
coupons because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities and such
coupons to receive such payment from the cash or Government Obligations, as
applicable, held by such Trustee or Paying Agent.

                                 ARTICLE 5

                                  REMEDIES
                                  --------

Section 501.  Events of Default.

     "Event of Default" wherever used herein with respect to any particular
series of Securities means any one of the following events and such other
events as may be established with respect to the Securities of such series
as contemplated by Section 301 (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of Article
Fourteen or 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 installment of interest upon
     any Security of that series and any related coupon 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 Security of that series at its Maturity or default in the
     deposit of any sinking fund payment when and as due by the terms of
     any Security of that series; or

          (3) default in the performance of, or breach of, any covenant or
     warranty of the Company in respect of any Security of that series
     contained in this Indenture or in such Securities (other than a
     covenant or warranty a default in whose performance or whose breach is
     elsewhere in this Section specifically dealt with) and continuance of
     such default or breach for a period of 60 days after there has been
     given, by registered or certified mail, to the Company by the Trustee
     for the Securities of such series or to the Company and such Trustee
     by the Holders of at least 25% in principal amount of the Outstanding
     Securities of that 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

          (4) the Company shall commence any case or proceeding seeking to
     have an order for relief entered on its behalf as debtor or to
     adjudicate it as bankrupt or insolvent or seeking reorganization,
     liquidation, dissolution, winding-up, arrangement, composition or
     readjustment of its debts or any other relief under any bankruptcy,
     insolvency, reorganization, liquidation, dissolution, arrangement,
     composition, readjustment of debt or other similar act or law of any
     jurisdiction, domestic or foreign, now or hereafter existing; or the
     Company shall apply for a receiver, custodian or trustee (other than
     any trustee appointed as a mortgagee or secured party in connection
     with the issuance of indebtedness for borrowed money of the Company)
     of it or for all or a substantial part of its property; or the Company
     shall make a general assignment for the benefit of creditors; or the
     Company shall take any corporate action in furtherance of any of the
     foregoing; or

          (5) an involuntary case or other proceeding shall be commenced
     against the Company with respect to it or its debts under any
     bankruptcy, insolvency or other similar law now or hereafter in effect
     seeking the appointment of a trustee, receiver, liquidator, custodian
     or similar official of the Company or any substantial part of its
     property; and such case or other proceeding (A) results in the entry
     of an order for relief or a similar order against the Company or (B)
     shall continue unstayed and in effect for a period of 60 consecutive
     days; or

          (6) any other Event of Default provided in the Security or the
     Board Resolution with respect to Securities of that series.

Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to any particular series of
Securities and any related coupons occurs and is continuing (other than an
Event of Default described in Section 501(4) or 501(5) with respect to the
Company), then and in every such case either the Trustee for the Securities
of such series or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may declare the entire principal
amount (or, in the case of (i) OID Securities, such lesser amount as may be
provided for in the terms of that series or (ii) Indexed Securities, the
amount determined in accordance with the specified terms of those
Securities) of all the Securities of that series, to be due and payable
immediately, by a notice in writing to the Company (and to such Trustee if
given by Holders), and upon any such declaration of acceleration such
principal or such lesser amount, as the case may be, together with accrued
interest and all other amounts owing hereunder, shall become immediately
due and payable, without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived.

     If any Event of Default specified in Section 501(4) or 501(5) occurs
with respect to the Company, all of the unpaid principal amount (or, if the
Securities of any series then outstanding are (i) OID Securities, such
lesser amount as may be provided for in the terms of that series or (ii)
Indexed Securities, the amount determined in accordance with the specified
terms of those Securities) and accrued interest on all Securities of each
series then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act by the Trustee or any Holder.

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

          (1) the Company has paid or deposited with such Trustee a sum
     sufficient to pay in the currency or currency unit in which the
     Securities of such series are payable (except as otherwise specified
     pursuant to Section 301 for the Securities of such series and except
     as provided in Sections 311(b) and 311(d)):

          (A)  all overdue interest on all Securities of that series and
               any related coupons;

          (B)  the principal of (and premium, if any, on) any Securities of
               that series which have become due otherwise than by such
               declaration of acceleration and interest thereon from the
               date such principal became due at a rate per annum equal to
               the rate borne by the Securities of such series (or, in the
               case of (i) OID Securities, the Securities' Yield to
               Maturity or (ii) Indexed Securities, the rate determined in
               accordance with the specified terms of those Securities), to
               the extent that the payment of such interest shall be
               legally enforceable;

          (C)  to the extent that payment of such interest is lawful,
               interest upon overdue interest at a rate per annum equal to
               the rate borne by the Securities of such series (or, in the
               case of (i) OID Securities, the Securities' Yield to
               Maturity or (ii) Indexed Securities, the rate determined in
               accordance with the specified terms of those Securities);
               and

          (D)  all sums paid or advanced by such Trustee hereunder and the
               reasonable compensation, expenses, disbursements and
               advances of such Trustee, its agents and counsel and all
               other amounts due to such Trustee under Section 607;

     and

          (2) all Events of Default with respect to the Securities of such
     series, other than the nonpayment of the principal of Securities of
     that series which has become due solely by such 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 interest upon any
     Security of any series and any related coupons 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 Security of any series at its Maturity;

the Company will, upon demand of the Trustee for the Securities of such
series, pay to the Trustee, for the benefit of the Holders of such
Securities and coupons, the whole amount then due and payable on such
Securities and coupons for principal (and premium if any) and interest, if
any, with interest upon the overdue principal (and premium, if any) and, to
the extent that payment of such interest shall be legally enforceable, upon
any overdue installments of interest at a rate per annum equal to the rate
borne by such Securities (or, in the case of (i) OID Securities, the
Securities' Yield to Maturity or (ii) Indexed Securities, the rate
determined in accordance with the specified terms of those 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 such Trustee, its
agents and counsel and all other amounts due to such Trustee under Section
607.

     If the Company fails to pay such amounts forthwith upon such demand,
such Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding against the Company for the collection of
the sums so due and unpaid, and may prosecute such proceedings to judgment
or final decree, and may enforce the same against the Company or any other
obligor upon the Securities of such series 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 the Securities of such series,
wherever situated.

     If an Event of Default with respect to Securities of any particular
series occurs and is continuing, the Trustee for the Securities of such
series may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Securities of that series by such appropriate
judicial proceedings as such 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 proceeding relating to the Company or any other obligor upon the
Securities of any series or the property of the Company or of such other
obligor or their creditors, the Trustee for the Securities of such series
(irrespective of whether the principal (or, if the Securities of such
series are (i) OID Securities or (ii) Indexed Securities, such amount as
may be due and payable with respect to such Securities pursuant to a
declaration in accordance with Section 502) of any Security of such series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether such Trustee shall have made any
demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

          (1) to file and prove a claim for the whole amount of principal
     (or, if the Securities of such series are (i) OID Securities or (ii)
     Indexed Securities, such amount as may be due and payable with respect
     to such Securities pursuant to a declaration in accordance with
     Section 502) (and premium, if any) and interest, if any, owing and
     unpaid in respect of the Securities of such series and any related
     coupons and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of such Trustee (including
     any claim for the reasonable compensation, expenses, disbursements and
     advances of such Trustee, its agents and counsel and all other amounts
     due to such Trustee under Section 607) and of the Holders of the
     Securities of such series and any related coupons 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, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to such
Trustee, and in the event that such Trustee shall consent to the making of
such payments directly to the Holders of Securities and coupons, to pay to
such Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of such Trustee, its agents and
counsel, and any other amounts due such Trustee under Section 607.

     Nothing herein contained shall be deemed to authorize the Trustee for
the Securities of any series to authorize or consent to or accept or adopt
on behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of such
series or the rights of any Holder thereof, or to authorize the Trustee for
the Securities or coupons of any series to vote in respect of the claim of
any Holder in any such proceeding for the election of a trustee in
bankruptcy or other person performing similar functions.

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

     All rights of action and claims under this Indenture or the Securities
or coupons of any series may be prosecuted and enforced by the Trustee for
the Securities of any series without the possession of any of the
Securities or coupons of such series or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by such
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 such
Trustee, its agents and counsel and all other amounts due to such Trustee
under Section 607, be for the ratable benefit of the Holders of the
Securities and coupons of such series in respect of which such judgment has
been recovered.

Section 506. Application of Money Collected.

     Any money collected by the Trustee for the Securities of any series
pursuant to this Article with respect to the Securities or coupons of such
series shall be applied in the following order, at the date or dates fixed
by such Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, if any, upon presentation of
the Securities or coupons of such series, 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 such Trustee under
     Section 607;

          SECOND: To the payment of the amounts then due and unpaid upon
     the Securities and coupons of such series for principal of (and
     premium, if any) and interest, if any, on such Securities in respect
     of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities and coupons for principal
     (and premium, if any) and interest, if any, respectively; and

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

Section 507. Limitation on Suits.

     No Holder of any Security of any particular 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) an Event of Default with respect to that series shall have
     occurred and be continuing and such Holder shall have previously given
     written notice to the Trustee for the Securities of such series of
     such default and the continuance thereof;

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

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

          (4) such 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 such Trustee during such 60-day period by the Holders of a
     majority in principal amount of the Outstanding Securities of that
     series;

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

Section 508. Unconditional Right of Holders to Receive Principal (and
             Premium, if any) and Interest, if any.

     Notwithstanding any other provision in this Indenture, the Holder of
any 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, if any, on such Security on the
respective Stated Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) 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 for the Securities of any series or any Holder of a
Security or coupon has instituted any proceeding 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 such Trustee
or to such Holder, then and in every such case the Company, such Trustee
and the Holders of Securities or coupons 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
such Trustee and such Holders shall continue as though no such proceeding
had been instituted.

Section 510.  Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in
the last paragraph of Section 306, no right or remedy herein conferred upon
or reserved to the Trustee for the Securities of any series or to the
Holders of Securities or coupons 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 for the Securities of any series
or of any Holder of any Security of such series to exercise any right or
remedy accruing upon any Event of Default with respect to the Securities of
such series 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 such Trustee for the Securities
or coupons of any series or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by such Trustee or by the
Holders, as the case may be.

Section 512.  Control by Holders.

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

          (1) such direction shall not be in conflict with any rule of law
     or with this Indenture and could not involve the Trustee in personal
     liability; and

          (2) such Trustee may take any other action deemed proper by such
     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 Securities of any particular series and any related coupons may
on behalf of the Holders of all the Securities of that series waive any
past default hereunder with respect to that series and its consequences,
except:

          (1) a default in the payment of the principal of (or premium, if
     any) or interest, if any, on any Security of that series; or

          (2) a default with respect to a covenant or provision hereof
     which under Article Nine cannot be modified or amended without the
     consent of the Holder of each Outstanding Security of that 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 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 the Securities or coupons of any series for any action taken or omitted
by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by
the Trustee for the Securities of any series, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any particular series or
to any suit instituted by any Holder of any Security or coupon for the
enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or the payment of any
coupon on or after the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption, on or after the
Redemption Date).

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
wherever 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 benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee for any
series of Securities, but will suffer and permit the execution of every
such power as though no such law had been enacted.

Section 516.  Judgment Currency.

     If, for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Security or any
related coupon, it shall become necessary to convert into any other
currency or currency unit any amount in the currency or currency unit due
hereunder or under such Security or coupon, then such conversion shall be
made by the Currency Determination Agent at the Market Exchange Rate as in
effect on the date of entry of the judgment (the "Judgment Date"). If
pursuant to any such judgment, conversion shall be made on a date (the
"Substitute Date") other than the Judgment Date and there shall occur a
change between the Market Exchange Rate as in effect on the Judgment Date
and the Market Exchange Rate as in effect on the Substitute Date, the
Company agrees to pay such additional amounts, if any, as may be necessary
to ensure that the amount paid is equal to the amount in such other
currency or currency unit which, when converted at the Market Exchange Rate
as in effect on the Judgment Date, is the amount due hereunder or under
such Security or coupon. Any amount due from the Company under this Section
516 shall be due as a separate debt and is not to be affected by or merged
into any judgment being obtained for any other sums due hereunder or in
respect of any Security or coupon. In no event, however, shall the Company
be required to pay more in the currency or currency unit due hereunder or
under such Security or coupon at the Market Exchange Rate as in effect on
the Judgment Date than the amount of currency or currency unit stated to be
due hereunder or under such Security or coupon so that in any event the
Company's obligations hereunder or under such Security or coupon will be
effectively maintained as obligations in such currency or currency unit,
and the Company shall be entitled to withhold (or be reimbursed for, as the
case may be) any excess of the amount actually realized upon any such
conversion on the Substitute Date over the amount due and payable on the
Judgment Date.

                                 ARTICLE 6

                                THE TRUSTEE
                                -----------

Section 601.  Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default with respect
to the Securities of any series for which the Trustee is serving as such,

          (1) such 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
     such Trustee; and

          (2) in the absence of bad faith on its part, such 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 such Trustee and conforming to the requirements
     of this Indenture; but in the case of any such certificates or
     opinions which by any provisions hereof are specifically required to
     be furnished to such Trustee, such Trustee shall be under a duty to
     examine the same to determine whether or not they conform to the
     requirements of this Indenture.

     (b) In case an Event of Default with respect to a series of Securities
has occurred and is continuing, the Trustee for the Securities of such
series 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 man would exercise or use under the circumstances in the conduct
of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee for Securities of any series 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) such Trustee shall not be liable for any error of judgment
     made in good faith by a Responsible Officer, unless it shall be proved
     that the Trustee was negligent in ascertaining the pertinent facts;

          (3) such Trustee shall not be liable with respect to any action
     taken, suffered 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 particular
     series, determined as provided in Section 512, relating to the time,
     method and place of conducting any proceeding for any remedy available
     to such Trustee, or exercising any trust or power conferred upon such
     Trustee, under this Indenture with respect to the Securities of that
     series; and

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

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

Section 602. Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with
respect to Securities of any particular series, the Trustee for the
Securities of such series shall give to Holders of Securities of that
series, in the manner set forth in Section 106, notice of such default
known to such Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of
the principal of (or premium, if any) or interest, if any, on any Security
of that series, or in the deposit of any sinking fund payment with respect
to Securities of that series, such Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of such Trustee in good faith determines that the withholding of
such notice is in the interest of the Holders of Securities of that series
and related coupons. 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 Securities of that series.

Section 603.  Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

     (a) the Trustee for any series of Securities may conclusively rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
discretion, consent, order, bond, debenture 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 (other than
delivery of any Security, together with any coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 303
which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors of the Company may be sufficiently
evidenced by a Board Resolution;

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

     (d) such 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) such 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 Securities of any series pursuant to this
Indenture for which it is acting as Trustee, unless such Holders shall have
offered to such Trustee security or indemnity reasonably satisfactory to
the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

     (f) such 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, discretion, consent, order,
bond, debenture or other paper or document, but such Trustee, in its
discretion, may make such further inquiry or investigation into such facts
or matters at it may see fit, and, if such 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 at the sole cost of the Company;

     (g) the Trustee may employ or retain such counsel, accountants,
appraisers or other experts or advisers as it may reasonably require for
the purpose of determining and discharging its rights and duties hereunder
and shall not be responsible for any misconduct on the part of 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) 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 Securities and this Indenture;

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

     (k) 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.

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

     The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication thereof and in any coupons shall
be taken as the statements of the Company, as the case may be, and neither
the Trustee for any series of Securities, nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee for any
series of Securities makes no representations as to the validity or
sufficiency of this Indenture or of the Securities of any series or
coupons, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities, and
perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
correct, subject to the qualifications set forth therein. Neither the
Trustee for any series of Securities nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

Section 605.  May Hold Securities.

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

Section 606.  Money Held in Trust.

     Money held by the Trustee for any series of Securities in trust
hereunder need not be segregated from other funds except as provided in
Section 115 and except to the extent required by law. The Trustee for any
series of Securities shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company in
writing, as the case may be.

Section 607.  Compensation and Reimbursement.

     The Company agrees:

          (1) to pay to the Trustee for any series of Securities as the
     Company and the Trustee shall agree in writing from time to time such
     compensation in Dollars for all services rendered by it hereunder as
     shall be agreed upon in writing from time to time (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 for any series of Securities in Dollars upon its request
     for all reasonable expenses, disbursements and advances incurred or
     made by such Trustee in accordance with any provision of this
     Indenture (including the reasonable compensation and the expenses and
     disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or
     bad faith; and

          (3) to indemnify such Trustee and its agents in Dollars for, and
     to hold them harmless against, any loss, damage, claims, liability or
     expense incurred without negligence or bad faith on their part,
     arising out of or in connection with the acceptance or administration
     of this trust, including the costs and expenses of defending
     themselves 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 their powers or duties hereunder.

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

     When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(4) or Section 501(5), the
expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency
or other similar law.

Section 608.  Disqualification; Conflicting Interests.

     The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time
required thereby. Nothing herein shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act. In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the
Trust Indenture Act with respect to the Securities of any series, there
shall be excluded Securities of any particular series of Securities other
than that series.

Section 609.  Corporate Trustee Required; Different Trustees for Different
              Series; Eligibility.

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

               (i) a corporation or banking company organized and doing
     business under the laws of the United States of America, any state
     thereof, or the District of Columbia, authorized under such laws to
     exercise corporate trust powers, and subject to supervision or
     examination by Federal or State authority, or

               (ii) a corporation or other Person organized and doing
     business under the laws of a foreign government that is permitted to
     act as Trustee pursuant to a rule, regulation, or other order of the
     Commission, authorized under such laws to exercise corporate trust
     powers, and subject to supervision or examination by authority of such
     foreign government or a political subdivision thereof substantially
     equivalent to supervision or examination applicable to United States
     institutional trustee, having a combined capital and surplus of at
     least $50,000,000. If such corporation publishes reports of condition
     at least annually, pursuant to law or to 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. Neither the Company nor any
     Person directly or indirectly controlling, controlled by, or under the
     common control of the Company shall serve as Trustee for the
     Securities. 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 hereunder specified in
     this Article.

Section 610.  Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee for the Securities of any
series and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611.

     (b) The Trustee for the Securities of any series may resign at any
time with respect to the Securities of such series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the
Trustee for the Securities of such series within 60 days after the giving
of such notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee for the Securities of such series within 60 days
after such Act of Holders is delivered to such Trustee and the Company, the
Trustee being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of
such series.

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

     (d) If at any time:

          (1) the Trustee for the Securities of any series shall fail to
     comply with Section 310(b) of the Trust Indenture Act pursuant to
     Section 608 hereof after written request therefor by the Company or by
     any Holder who has been a bona fide Holder of a Security of such
     series for at least six months, unless the Trustee's duty to resign is
     stayed in accordance with the provisions of Section 310(b) of the
     Trust Indenture Act, or

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

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

     then, in any such case, (i) the Company by a Board Resolution may
     remove such Trustee and appoint a successor Trustee or (ii) subject to
     Section 514, any Holder who has been a bona fide Holder of a Security
     of such 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 such Trustee and the appointment of a
     successor Trustee.

     (e) If the Trustee for the Securities of any series shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for the Securities of any series for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee
with respect to the Securities of such 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 Securities of such series shall have
not been appointed by the Company pursuant to this Section 610, then a
successor Trustee may be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee. If no successor Trustee for the
Securities of such series shall have been so appointed by the Company or
the Holders and shall have accepted appointment in the manner required by
Section 611, and if such Trustee to be replaced is still incapable of
acting, any Holder who has been a bona fide Holder of a Security of such
series for at least six months, on behalf of himself and all others
similarly situated, or the retiring Trustee, may petition any court of
competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any
series in the manner and to the extent provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the
Securities of that series and the address of its Corporate Trust Office.

Section 611.  Acceptance of Appointment by Successor.

     (a) Every such successor Trustee appointed hereunder with respect to
the Securities of any series 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 the request of
the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

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

     (c) Upon request of any such successor Trustee, the Company shall
execute any 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 Subsections (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 for the Securities of any
series shall be qualified and eligible under this Article.

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

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

Section 613.  Preferential Collection of Claims Against Company.

     The Trustee is subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent indicated.

Section 614.  Authenticating Agents.

     At any time when any of the Securities of any series remain
Outstanding, the Trustee for the Securities of such series may, subject to
its sole discretion, appoint one or more Authenticating Agents with respect
to the Securities of such series, which may include the Company or any
Affiliate of the Company, with power to act on the Trustee's behalf and
subject to its discretion in the authentication and delivery of Securities
of such series in connection with transfers and exchanges under Sections
304, 305 and 1107 as fully to all intents and purposes as though such
Authenticating Agent had been expressly authorized by those Sections of
this Indenture to authenticate and deliver Securities of such series. For
all purposes of this Indenture, the authentication and delivery of
Securities of such series by an Authenticating Agent for such Securities
pursuant to this Section shall be deemed to be authentication and delivery
of such Securities "by the Trustee" for the Securities of such series. Any
such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States or of any State,
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. If such
Authenticating Agent publishes reports of condition at least annually
pursuant to law or the requirements of such supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent for any series of Securities shall
cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section.

     Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor
corporation is otherwise eligible under this Section, without the execution
or filing of any paper or any further act on the part of the parties hereto
or the Authenticating Agent or such successor corporation.

     Any Authenticating Agent for any series of Securities may resign at
any time by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at
any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company in
the manner set forth in Section 105. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent for any series of Securities shall cease to be
eligible under this Section, the Trustee for such series may appoint a
successor Authenticating Agent, shall give written notice of such
appointment to the Company and shall give written notice of such
appointment to all Holders of Securities of such series in the manner set
forth in Section 106. Any successor Authenticating Agent, upon acceptance
of its appointment hereunder, shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this
Section.

     If an appointment with respect to one or more series of Securities is
made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certification of
authentication, an alternate certificate of authentication in the following
form:

     "This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.

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

By                                         By
  -------------------------------------      ----------------------------------
  As Authenticating Agent                    Authorized Signatory"


                                 ARTICLE 7

           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY
           -----------------------------------------------------

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

     With respect to each particular series of Securities, the Company will
furnish or cause to be furnished to the Trustee for the Securities of such
series,

     (a) semi-annually, not more than 15 days after each Regular Record
Date relating to Securities of each series at the time Outstanding (or, if
there is no Regular Record Date relating to that series, on June 30 and
December 31), a list, in such form as such Trustee may reasonably require,
containing all the information in the possession or control of the Company
or any of its Paying Agents other than such Trustee as to the names and
addresses of the Holders of that series as of such dates,

     (b) on semi-annual dates on each year to be determined pursuant to
Section 301 if the Securities of such series do not bear interest, a list
of similar form and content, and

     (c) at such other times as such 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, excluding from any such list names and
addresses received by such Trustee in its capacity as Security Registrar
for the Securities of such series, if so acting.

Section 702.  Preservation of Information; Communications to Holders.

     (a) The Trustee for each series of Securities shall preserve, in as
current a form as is reasonably practicable, the names and addresses of
Holders of the Securities of such series contained in the most recent lists
furnished to such Trustee as provided in Section 701 and the names and
addresses of Holders of the Securities of such series received by such
Trustee in its capacity as Security Registrar for such series, if so
acting. The Trustee for each series of Securities may destroy any list
relating to such series of Securities furnished to it as provided in
Section 701 upon receipt of a new list relating to such series so
furnished.

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

               (i) afford such applicants access to the information
          preserved at the time by such Trustee in accordance with Section
          702(a), or

               (ii) inform such applicants as to the approximate number of
          Holders of Securities of that series whose names and addresses
          appear in the information preserved at the time by such Trustee
          in accordance with Section 702(a), and as to the approximate cost
          of mailing to such Holders the form of proxy or other
          communication, if any, specified in such application.

     If any such Trustee shall elect not to afford such applicants access
to that information, such Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by such Trustee in
accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable
promptness after a tender to such Trustee of the material to be mailed and
of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, such Trustee shall mail
to such applicants and file with the Commission, together with a copy of
the material to be mailed, a written statement to the effect that, in the
opinion of such Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of that series or would be in
violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of
an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, such Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise such Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

     (c) Every Holder of Securities of each series or coupons, by receiving
and holding the same, agrees with the Company and the Trustee for the
Securities of such series that neither the Company nor such Trustee, nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the
Holders of the Securities of such series in accordance with Section 702(b),
regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).

Section 703.  Reports by Trustee.

     (a) Within 60 days after March 15 of each year, the Trustee for the
Securities of each series shall mail to each Holder of the Securities of
such series entitled to receive reports pursuant to Section 704(3), a brief
report dated as of such date that complies with Section 313(a) of the Trust
Indenture Act. The Trustee for the Securities of each series shall also
comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.

     (b) At the time that the Trustee for the Securities of each series
mails such a report to the Holders of Securities of such series, each such
Trustee shall file a copy of that report with the Commission and with each
stock exchange on which the Securities of that series are listed. The
Company shall provide notice to the appropriate Trustee when the Securities
of any series are listed on any stock exchange.

Section 704.  Reports by Company.

     The Company will:

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

          (2) file with the Trustee for the Securities of such series and
the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such additional information, documents, and
reports with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such
rules and regulations; and

          (3) transmit by mail to all Holders of Securities of each series,
as provided in Section 703(a), within 30 days after the filing thereof with
the Trustee for the Securities of such series, such summaries of any
information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by 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,
subject to Section 601 hereof, is entitled to rely exclusively on Officers'
Certificates).

                                 ARTICLE 8

               CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
               ---------------------------------------------

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

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

          (1) either the Company shall be the continuing corporation or the
     corporation (if other than the Company) formed by such consolidation
     or into which the Company is merged or the Person which acquires by
     conveyance or transfer the properties and assets of the Company
     substantially as an entirety shall be a Person organized and existing
     under the laws of the United States of America, any State thereof or
     the District of Columbia, and shall expressly assume, by an indenture
     supplemental hereto, executed and delivered to the Trustee for each
     series of Securities, in form reasonably satisfactory to each such
     Trustee, the due and punctual payment of the principal of (and
     premium, if any) and interest, if any, (including all additional
     amounts, if any, payable pursuant to Sections 516 or 1009) on all the
     Securities and any related coupons and the performance of every
     covenant of this Indenture on the part of the Company to be performed
     or observed;

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

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

Section 802.  Successor Person Substituted.

     Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the
Company herein and thereafter the predecessor Person shall be relieved of
all obligations and covenants under this Indenture, the Securities and any
related coupons and, in the event of any such consolidation, merger,
conveyance or transfer, the Company as the predecessor Person may thereupon
or at any time thereafter be dissolved, wound up, or liquidated.

                                 ARTICLE 9

                          SUPPLEMENTAL INDENTURES
                          -----------------------

Section 901.  Supplemental Indentures Without Consent of Holders.

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

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

          (2) to add to the covenants of the Company, for the benefit of
     the Holders of all or any particular series of Securities and any
     related coupons (and, if such covenants are to be for the benefit of
     fewer than all series of Securities, stating that such covenants are
     being included solely for the benefit of such series), or to surrender
     any right or power herein conferred upon the Company; or

          (3) to add any additional Events of Default with respect to any
     or all series of Securities (and, if any such Event of Default applies
     to fewer than all series of Securities, stating each series to which
     such Event of Default applies); provided, however, that in respect of
     any such additional Events of Default, such supplemental indenture may
     provide for a particular period of grace after default (which period
     may be shorter or longer than that allowed in the case of other
     defaults) or may limit the remedies available to the Trustee upon such
     default or may limit the right of Holders of a majority in aggregate
     principal amount of that or those series of Securities to which such
     additional Events of Default apply to waive such default; or

          (4) to pledge property to the Trustee as security for the
     Securities; or

          (5) to add guarantees with respect to the Securities; or

          (6) to add to or to change 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) or interest on Bearer Securities, to
     permit Bearer Securities to be issued in exchange for Registered
     Securities, to permit Bearer Securities to be issued in exchange for
     Bearer Securities of other authorized denominations, to provide for
     the issuance of uncertificated Securities of any series in addition to
     or in place of any certificated Securities and to make all appropriate
     changes for such purposes; provided, however, that any such action
     shall not adversely affect the interests of the Holders of Securities
     of any series or any related coupons in any material respect; or

          (7) to change or eliminate any of the provisions of this
     Indenture, provided, however, that any such change or elimination
     shall become effective only when there is no Security Outstanding of
     any series created prior to the execution of such supplemental
     indenture which is entitled to the benefit of such provision; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder of a Trustee other than The Bank of New York Trust Company,
     N.A. as Trustee for a series of Securities 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 609; or

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

          (10) to add to the conditions, limitations and restrictions on
     the authorized amount, form, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth, other
     conditions, limitations and restrictions thereafter to be observed; or

          (11) to supplement any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the
     defeasance and discharge of any series of Securities pursuant to
     Section 401; provided, however, that any such action shall not
     adversely affect the interests of the Holders of Securities of such
     series and any related coupons or any other series of Securities in
     any material respect; or

          (12) to add to or change or eliminate any provisions of this
     Indenture as shall be necessary or desirable in accordance with any
     amendments to the Trust Indenture Act or to maintain the qualification
     of this Indenture under the Trust Indenture Act; or

          (13) to issue and establish the form and terms of any series of
     Securities; or

          (14) to cure any ambiguity or mistake, to correct or supplement
     any provision herein which may be inconsistent with any other
     provision herein, to convey, transfer, assign, mortgage or pledge any
     property to or with the Trustee for the Securities of any series or to
     surrender any right or power herein conferred upon the Company, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, provided such action shall not adversely affect
     the interests of the Holders of Securities of any particular series in
     any material respect.

Section 902.  Supplemental Indentures With Consent of Holders.

     The Company, when authorized by a Board Resolution, 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 of
the Holders of such Securities and any related coupons under this
Indenture, but only with the consent of the Holders of more than 50% in
aggregate principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby, in each case by Act of said
Holders of Securities of each such series delivered to the Company and the
Trustee for Securities of each such series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

          (1) change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon, if any
     (or, in the case of OID Securities, reduce the rate of accretion of
     original issue discount), or any premium payable upon the redemption
     thereof, or change any obligation of the Company to pay additional
     amounts pursuant to Section 1009 (except as contemplated by Section
     801(1) and permitted by Section 901(1)) or reduce the amount of the
     principal of an OID Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof, or provable in
     bankruptcy, or, in the case of Indexed Securities, reduce the amount
     payable in accordance with the terms of those Securities upon a
     declaration of acceleration of Maturity thereof, or provable in
     bankruptcy, pursuant to Section 502, or change the Place of Payment,
     or the currency or currency unit in which any Security or the
     principal or interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after
     the Redemption Date); or reduce or alter the method of computation of
     any amount payable upon redemption, repayment or purchase of any
     Securities by the Issuer (or the time when such redemption, repayment
     or purchase may be made); or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any particular 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

          (3) modify any of the provisions of this Section or Section 513
     or 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 Security affected
     thereby; provided, however, that this clause shall not be deemed to
     require the consent of any Holder of a Security or coupon 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 Sections 609, 61l(b), 901(8) and
     901(9); or

          (4) modify the provisions of Article Fourteen in a manner adverse
     to the Holders of Securities.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of 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 Securities of any other
series.

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

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 for any series
of Securities 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 for any series of Securities may,
but shall not be obligated to, enter into any such supplemental indenture
which affects such Trustee's own rights, liabilities, 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 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 Securities to Supplemental Indentures.

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

                                 ARTICLE 10

                                 COVENANTS
                                 ---------

Section 1001.  Payment of Principal (and Premium, if any) and Interest, if any.

     The Company agrees, for the benefit of each particular series of
Securities, that it will duly and punctually pay in the currency or
currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except as provided in Sections 311(b) and 311(d)) the principal
of (and premium, if any) and interest, if any, on that series of Securities
in accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable
only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.
The interest, if any, due in respect of any temporary or permanent Global
Security, together with any additional amounts payable in respect thereof,
as provided in the terms and conditions of such Security, shall be payable,
subject to the conditions set forth in Section 1009, only upon presentation
of such Security to the Trustee thereof for notation thereon of the payment
of such interest.

Section 1002.  Maintenance of Office or Agency.

     If Securities of a series are issuable only as Registered Securities
the Company will maintain in each Place of Payment for that series an
office or agency where Securities of that series may be presented or
surrendered for payment, an office or agency where Securities of that
series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company with respect to the
Securities of that series and this Indenture may be served. If Securities
of a series are issuable as Bearer Securities, the Company will maintain
(A) an office or agency (which may be the same office or agency) in a Place
of Payment for that series in the United States where any Registered
Securities of that series may be presented or surrendered for payment,
where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may
be presented or surrendered for payment in the circumstances described in
the following paragraph (and not otherwise), (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for
payment; provided, however, that if the Securities of that series are
listed on the Stock Exchange or any other stock exchange located outside
the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in
Luxembourg or any other required city located outside the United States, as
the case may be, so long as the Securities of that series are listed on
such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the
Trustee for the Securities of that series 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 in respect of any
series of Securities or shall fail to furnish the Trustee for the
Securities of that series with the address thereof, such presentations (to
the extent permitted by law), and surrenders of Securities of that series
may be made and notices and demands may be made or served at the Corporate
Trust Office of such Trustee, except that Bearer Securities of that series
and the related coupons may be presented and surrendered for payment at the
offices specified in the Security, and the Company hereby appoints the same
as its agent to receive such presentations, surrenders, notices and
demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal (and premium, if any) or interest, if
any, 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. Payments will not be made in respect of Bearer
Securities or coupons appertaining thereto pursuant to presentation to the
Company, or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and premium, if
any) and interest, if any, on any Bearer Security denominated and payable
in Dollars will be made at the office of the Company's Paying Agent in the
United States, if, and only if, payment in Dollars of the full amount of
such principal, premium or interest, as the case may be, at all offices or
agencies outside the United States maintained for that purpose by the
Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions and the
Company has delivered to the Trustee an Opinion of Counsel to that effect.

     The Company may also from time to time designate one or more other
offices or agencies (in or outside the Place of Payment) where the
Securities of one or more series may be presented or surrendered for any or
all of the purposes specified above in this Section 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 such purpose. The
Company will give prompt written notice to the Trustee for the Securities
of each series so affected of any such designation or rescission and of any
change in the location of any such office or agency. Unless otherwise
specified with respect to any Securities pursuant to Section 301 with
respect to a series of Securities, the Company hereby designates as a Place
of Payment for each series of Securities the office or agency of the
Company in the Borough of Manhattan, the City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in such
city and as its agent to receive all such presentations, surrenders,
notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are
denominated in a currency other than Dollars or (ii) may be payable in a
currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to
each such series of Securities, or as so required, a Currency Determination
Agent.

Section 1003.  Money for Securities Payments To Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with
respect to any particular series of Securities and any related coupons, it
will, on or before each due date of the principal of (and premium, if any)
or interest, if any, on any of the Securities of that series, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum in the
currency or currency unit in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except as provided in Sections 311(b) and
311(d)) sufficient to pay the principal (and premium, if any) and interest,
if any, 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 for the Securities of such series of its action or failure so to
act.

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

     The Company will cause each Paying Agent for any particular series of
Securities other than the Trustee for the Securities of such series to
execute and deliver to such Trustee an instrument in which such Paying
Agent shall agree with such 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, if any, on Securities of that
     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 such Trustee notice of any default by the Company (or
     any other obligor upon the Securities) in the making of any payment of
     principal (or premium, if any) and interest, if any, on Securities of
     that series; and

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

     The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee for the
Securities of any series all sums held in trust by the Company or such
Paying Agent, such sums to be held by such 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 such Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

Section 1004.  [Intentionally Omitted]

Section 1005.  Statements as to Compliance.

     The Company will deliver to the Trustee for each series of Securities,
within 120 days after the end of each fiscal year, a written statement
signed by the principal executive officer, principal financial officer or
principal accounting officer of the Company stating that:

          (1) a review of the activities of the Company during such year
     and of performance under this Indenture has been made under his
     supervision; and

          (2) to the best of his knowledge, based on such review, the
     Company is in compliance with all conditions and covenants under this
     Indenture.

     For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided
under this Indenture.

Section 1006. 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
right or franchise if the Board of Directors of the Company shall determine
that the preservation thereof is no longer necessary or desirable in the
conduct of the business of the Company.

Section 1007.  [Intentionally Omitted]

Section 1008.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1005 and 1006 (and any other
covenant or condition in addition to those set forth herein applicable to
Securities of any series pursuant to Section 301 hereof), if before or
after the time for such compliance the Holders of more than 50% in
principal amount of the Outstanding Securities of each series of Securities
affected by the omission shall, in each case 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 for the Securities of each series with
respect to any such covenant or condition shall remain in full force and
effect.

Section 1009.  Payment of Additional Amounts.

     If specified pursuant to Section 301, the provisions of this Section
1009 shall be applicable to Securities of any series.

     The Company will, subject to the exceptions and limitations set forth
below, pay to the Holder of any Security or coupon who is a United States
Alien such additional amounts as may be necessary so that every net payment
on such Security or coupon, after deduction or withholding by the Company
or any of its Paying Agents for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided in
such Security or in such coupon to be then due and payable. However, the
Company will not be required to make any payment of additional amounts for
or on account of:

     (a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder or the beneficial owner of such Security or
coupon (or between a fiduciary, settler or beneficiary of, or a person
holding a power over, such Holder or such beneficial owner, if such Holder
or such beneficial owner is an estate or trust, or a member or shareholder
of such Holder or such beneficial owner, if such Holder or such beneficial
owner is a partnership or corporation) and the United States, including,
without limitation, such Holder or such beneficial owner (or such
fiduciary, settler, beneficiary, person holding a power, member or
shareholder) being or having been a citizen, resident or treated as a
resident thereof or being or having been engaged in trade or business or
present therein or having or having had a permanent establishment therein,
or (ii) such Holder's or such beneficial owner's present or former status
as a personal holding company, foreign personal holding company, controlled
foreign corporation or passive foreign investment company with respect to
the United States or as a corporation that accumulates earnings to avoid
United States federal income tax;

     (b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of such
Security or coupon for payment on a date more than 10 days after the date
on which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;

     (c) any estate, inheritance, gift, sales, transfer, personal property
tax or any similar tax, assessment or other governmental charge;

     (d) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment in respect of any Security or
coupon, if such payment can be made without such withholding by at least
one other Paying Agent;

     (e) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of such Security or
coupon;

     (f) any tax, assessment or other governmental charge imposed on a
Holder or beneficial owner of a Security or coupon that (i) actually or
constructively owns 10 percent or more of the total combined voting power
of all classes of stock of the Company entitled to vote within the meaning
of Section 871(h)(3) of the Code or that is a controlled foreign
corporation related to the Company through stock ownership or (ii) is a
bank described in Section 881(c)(3)(A) of the Code;

     (g) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security or coupon, if such compliance is required by
statute or by regulation of the United States, as a precondition to relief
or exemption from such tax, assessment or other governmental charge;

     (h) any tax, assessment or other governmental charge imposed with
respect to payments on any Registered Security by reason of the failure of
the Holder or beneficial owner to fulfill the statement requirement of
Sections 871(h) or 881(c) of the Code; or

     (i) any combination of items (a), (b), (c), (d), (e), (f), (g) and
(h);

nor will additional amounts be paid with respect to any payment on any such
Security or coupon to a Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of the United States (or any political
subdivision thereof) to be included in the income for federal income tax
purposes of a beneficiary or settler with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been
entitled to payment of the additional amounts had beneficiary, settler,
member or beneficial owner been the Holder of such Security or coupon.

     The term "United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States, a foreign
corporation, a nonresident alien individual, a nonresident fiduciary of a
foreign estate or trust, or a foreign partnership one or more of the
members of which is, as to the United States, a foreign corporation, a
nonresident alien individual or a nonresident fiduciary of a foreign estate
or trust.

     Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (and premium, if any) and interest, if any, on
any Security or payment with respect to any coupon of any series, such
mention shall be deemed to include mention of the payment of additional
amounts provided for in the terms of such 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 Securities of a series provide for the payment of additional
amounts as contemplated by Section 301(20), at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or
if the Securities of that series will not bear interest prior to maturity,
the first day on which a payment of principal and any premium is made), and
at least 10 days prior to each date of payment of principal (and premium,
if any) and interest, if any, 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 for that series of Securities and the
Company's principal Paying Agent or Paying Agents, if other than such
Trustee, with an Officers' Certificate instructing such Trustee and such
Paying Agent or Paying Agents whether such payment of principal of (and
premium, if any) and interest, if any, on the Securities of that series
shall be made to Holders of Securities of that series or any related
coupons who are United States Aliens without withholding for or on account
of any tax, assessment or other governmental charge referred to above or
described in the 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
Securities or coupons and the Company will pay to the Trustee for such
series of Securities or such Paying Agent such additional amounts as may be
required pursuant to the terms applicable to such series. The Company
covenants to indemnify the Trustee for such series of Securities and any
Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without gross 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 1009.

Section 1010.  Calculation of Original Issue Discount

     If applicable, 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 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.

Section 1011.  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 event and
the action which the Company proposes to take with respect thereto.

                                ARTICLE 11

                          REDEMPTION OF SECURITIES
                          ------------------------

Section 1101.  Applicability of This Article.

     Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such
form of Security and this Article; provided, however, that if any provision
of any such form of Security shall conflict with any provision of this
Article, the provision of such form of Security shall govern.

Section 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities of any series
shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company of less than all of the
Securities of any particular series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee for the Securities of such series)
notify such Trustee by Company Request of such Redemption Date and of the
principal amount of Securities of that series to be redeemed and shall
deliver to such Trustee such documentation and records as shall enable such
Trustee to select the Securities to be redeemed pursuant to Section 1103.
In the case of any redemption of Securities of any series prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee for Securities of such series with an Officers' Certificate
evidencing compliance with such restriction.

Section 1103.  Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities are to be redeemed, the Company may
select the series to be redeemed, and if less than all the Securities of
any series are to be redeemed, the particular Securities of that series to
be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee for the Securities of such series, from the Outstanding
Securities of that series not previously called for redemption, by such
method as such Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series, or any integral
multiple thereof) of the principal amount of Securities of that series of a
denomination larger than the minimum authorized denomination for Securities
of that series pursuant to Section 302 in the currency or currency unit in
which the Securities of such series are denominated.

     The Trustee for the Securities of any series to be redeemed shall
promptly notify the Company in writing of the Securities of such series
selected for redemption and, in the case of any 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 Securities shall
relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.

Section 1104.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section
106 not later than the thirtieth (30th) day and not earlier than the
sixtieth (60th) day prior to the Redemption Date, to each Holder of
Securities to be redeemed.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) if less than all Outstanding Securities of a particular
     series are to be redeemed, the identification (and, in the case of
     partial redemption, the respective principal amounts) of the
     particular Securities to be redeemed, including the Identifying Number
     of such Securities,

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

          (5) that on the Redemption Date the Redemption Price will become
     due and payable upon each such Security or portion thereof, and that
     interest thereon, if any (or in the case of OID Securities, original
     issue discount), shall cease to accrue on and after said date,

          (6) the place or places where such Securities, together in the
     case of Bearer Securities with all coupons appertaining thereto, if
     any, maturing after the Redemption Date are to be surrendered for
     payment of the Redemption Price,

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

          (8) that, unless otherwise specified in such notice, Bearer
     Securities of any series, if any, surrendered for redemption must be
     accompanied by all coupons maturing subsequent to the date fixed for
     redemption or the amount of any such missing coupon or coupons will be
     deducted from the Redemption Price or security or indemnity
     satisfactory to the Company, the Trustee for such series and any
     Paying Agent is furnished, and

          (9) if Bearer Securities of any series are to be redeemed and any
     Registered Securities of such series are not to be redeemed, and if
     such Bearer Securities may be exchanged for Registered Securities not
     subject to redemption on this Redemption Date pursuant to Section 305
     or otherwise, the last date, as determined by the Company, on which
     such exchanges may be made.

     Notice of redemption of 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 for such Securities in the name and at the expense of the
Company.

Section 1105.  Deposit of Redemption Price.

     Prior to the opening of business on any Redemption Date, the Company
shall deposit with the Trustee for the Securities to be redeemed or with a
Paying Agent for such Securities (or, if the Company is acting as its own
Paying Agent for such Securities, segregate and hold in trust as provided
in Section 1003) an amount of money in the currency or currency unit in
which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such Series and
except as provided in Sections 311(b) and 311(d)) sufficient to pay the
principal amount of (and premium, if any, thereon), and (except if the
Redemption Date shall be an Interest Payment Date) any accrued interest on,
all the Securities which are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currency unit in
which the Securities of such series are payable (except as otherwise
provided pursuant to Section 301 for the Securities of such series and
except as provided in Sections 311(b) and 311(d)) and from and after such
date (unless the Company shall default in the payment of the Redemption
Price) such 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 such
Security for redemption in accordance with said notice together with all
coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security or specified portions thereof shall be paid by the Company at
the Redemption Price; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of coupons for such interest, and provided, further, that
unless otherwise specified as contemplated by Section 301, 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 Securities, or
one or more Predecessor Securities, registered as such at the close of
business 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 coupons appertaining thereto maturing after the
Redemption Date, such 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 if there is furnished to the Company, the Trustee for such
Security and any Paying Agent such security or indemnity as they may
require to save the Company, such Trustee and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to such 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; 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) and, unless otherwise specified as contemplated by Section
301, only upon presentation and surrender of those coupons.

     If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal thereof (and premium, if
any, thereon) shall, until paid, bear interest from the Redemption Date at
a rate per annum equal to the rate borne by the Security (or, in the case
of (i) OID Securities, the Security's Yield to Maturity or (ii) Indexed
Securities, the rate determined in accordance with the specified terms of
those Securities).

Section 1107.  Securities Redeemed in Part.

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

Section 1108.  Tax Redemption; Special Tax Redemption.

     (a) If specified pursuant to Section 301, Securities of any series may
be redeemed at the option of the Company in whole, but not in part, on not
more than 60 days' and not less than 30 days' notice, on any Redemption
Date at the Redemption Price specified pursuant to Section 301, if the
Company determines that (A) as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the
United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding
application or interpretation of such laws, regulations or rulings
(including a holding by a court of competent jurisdiction in the United
States), which change or amendment is announced or becomes effective on or
after a date specified in Section 301 with respect to any Security of such
series, the Company has or will become obligated to pay additional amounts
pursuant to Section 1009 with respect to any Security of such series or (B)
on or after a date specified in Section 301 with respect to any Security of
such series, any action has been taken by any taxing authority of, or any
decision has been rendered by a court of competent jurisdiction in, the
United States or any political subdivision or taxing authority thereof or
therein, including any of those actions specified in (A) above, whether or
not such action was taken or decision was rendered with respect to the
Company, or any change, amendment, application or interpretation shall be
officially proposed, which, in any such case, in the Opinion of Counsel to
the Company will result in a material probability that the Company will
become obligated to pay additional amounts pursuant to Section 1009 with
respect to any Security of such series, and (C) in any such case specified
in (A) or (B) above the Company, in its business judgment, determines that
such obligation cannot be avoided by the use of reasonable measures
available to the Company.

     (b) Unless otherwise specified pursuant to Section 301, if the Company
shall determine that any payment made outside the United States by the
Company or any of their Paying Agents of principal or interest due in
respect of any Bearer Security (an "Affected Security") of such series or
any coupon appertaining thereto would, under any present or future laws or
regulations of the United States, be subject to any certification,
information or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity (as
distinguished from, for example, status as a United States Alien) of a
beneficial owner of such Affected Security of such series or coupon that is
a United States Alien (other than such a requirement that (i) would not be
applicable to a payment made by the Company, or any one of their Paying
Agents (A) directly to the beneficial owner or (B) to a custodian, nominee
or other agent of the beneficial owner, (ii) can be satisfied by such
custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien; provided that, in each case
referred to in clauses (i)(B) or (ii), payment by such custodian, nominee
or other agent to such beneficial owner is not otherwise subject to any
such requirement (other than a requirement which is imposed on a custodian,
nominee or other agent described in item (iv) of this sentence), (iii)
would not be applicable to a payment made by at least one other Paying
Agent of the Company or (iv) is applicable to a payment to a custodian,
nominee or other agent of the beneficial owner of such Security who is a
United States person (as hereinafter defined), a controlled foreign
corporation for United States tax purposes, a foreign person 50 percent or
more of the gross income of which for the three-year period ending with the
close of its taxable year preceding the year of payment is effectively
connected with a United States trade or business, or is otherwise related
to the United States), the Company shall elect by notice to the Trustee for
such series of Securities either (x) to redeem the Affected Securities of
such series, as a whole, at a redemption price equal to the principal
amount thereof, together with interest accrued to the date fixed for
redemption, or (y) if the conditions of the next succeeding paragraph are
satisfied, to pay the additional amounts specified in such paragraph. The
Company shall make such determination and election as soon as practicable
and give prompt notice thereof (the "Determination Notice") in the manner
described in Section 106 stating the effective date of such certification,
information or reporting requirement, whether the Company has elected to
redeem the Affected Securities of such series or to pay the additional
amounts specified in the next succeeding paragraph, and (if applicable) the
last date by which the redemption of the Affected Securities of such series
must take place, as provided in the next succeeding sentence. If the
Company elects to redeem the Affected Securities of such series, such
redemption shall take place on such date, not later than one year after the
giving of the Determination Notice, as the Company shall specify by notice
to such Trustee given not less than 45 nor more than 75 days before the
Redemption Date. Notice of such redemption of the Affected Securities of
such series shall be given to the Holders thereof not less than 30 days nor
more than 60 days prior to the Redemption Date. Notwithstanding the
foregoing, the Company shall not so redeem the Affected Securities of such
series if the Company shall subsequently determine by notice to the
Trustee, not less than 30 days prior to the Redemption Date, that
subsequent payments on the Affected Securities of such series would not be
subject to any such certification, information or other reporting
requirement, in which case the Company shall give prompt notice of such
subsequent determination in the manner specified in Section 106 and any
earlier redemption notice shall be revoked and be of no further effect. The
right of the Holders of Affected Securities called for redemption to
exchange such Affected Securities for Registered Securities (which
Registered Securities will remain Outstanding following such redemption)
will terminate on the fifteenth day prior to the Redemption Date, and no
further exchanges of Affected Securities for Registered Securities shall be
permitted unless the Company shall have made the subsequent determination
and given the notice referred to in the preceding sentence. As used
hereinabove, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source.

     If and so long as the certification, information or other reporting
requirement referred to in the preceding paragraph would be fully satisfied
by payment of a withholding tax, backup withholding tax or similar charge,
the Company may elect by notice to the Trustee to pay such additional
amounts as may be necessary so that every net payment made outside the
United States following the effective date of such requirement by the
Company or any of their Paying Agents of principal (or premium, if any) or
interest, if any, due in respect of any Affected Security of such series or
any coupon appertaining thereto to a Holder who certifies that the
beneficial owner is a United States Alien (but without any requirement that
the nationality, residence or identity of such beneficial owner be
disclosed to the Company, any Paying Agent or any governmental authority),
after deduction or withholding for or on account of such withholding tax,
backup withholding tax or similar charge (other than a withholding tax,
backup withholding tax or similar charge that (i) is the result of a
certification, information or other reporting requirement described in the
third parenthetical clause of the first sentence of the preceding paragraph
or (ii) is imposed as a result of presentation of any such Affected
Security or such coupon for payment more than 10 days after the date on
which such payment becomes due and payable or on which payment thereof was
duly provided for, whichever occurs later), will not be less than the
amount provided in such Affected Security or such coupon to be then due and
payable. In the event the Company elects to pay such additional amounts,
(the Company's election to exercise such right to be evidenced by prompt
notice to the Trustee for the Securities of the appropriate series), the
Company will have the right, at its sole option, at any time, to redeem the
Affected Securities of such series as a whole, but not in part, at the
Redemption Price, subject to the provisions of the last four sentences of
the immediately preceding paragraph. If the Company has made the
determination described in the preceding paragraph with respect to
certification, information or other reporting requirements applicable only
to interest and subsequently makes a determination in the manner and of the
nature referred to in such preceding paragraph with respect to such
requirements applicable to principal, the Company will redeem the Affected
Securities of such series in the manner and on the terms described in the
preceding paragraph unless the Company elects to have the provisions of
this paragraph apply rather than the provisions of the immediately
preceding paragraph. If in such circumstances the Affected Securities of
such series are to be redeemed, the Company shall have no obligation to pay
additional amounts pursuant to this paragraph with respect to principal (or
premium, if any) or interest accrued and unpaid after the date of the
notice of such determination indicating such redemption, but will be
obligated to pay such additional amounts with respect to interest accrued
and unpaid to the date of such determination. If the Company elects to pay
additional amounts pursuant to this paragraph and the condition specified
in the first sentence of this paragraph should no longer be satisfied, then
the Company shall promptly redeem the Affected Securities of such series in
whole, but not in part, at the Redemption Price subject to the provisions
of the last four sentences of the immediately preceding paragraph. If the
Company elects to, or is required to, redeem the Affected Securities of
such series pursuant to this paragraph, it shall publish in the manner and
to the extent provided in Section 106 prompt notice thereof. If the
Affected Securities of such series are to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later than one
year after publication of the notice of redemption, as the Company shall
specify by notice to the Trustee for such series of Securities at least 60
days prior to the Redemption Date. Any redemption payments made by the
Company pursuant to this paragraph shall be subject to the continuing
obligation of the Company to pay additional amounts pursuant to this
paragraph.

                                ARTICLE 12

                               SINKING FUNDS
                               -------------

Section 1201.  Applicability of This Article.

     Redemption of Securities through operation of a sinking fund as
permitted or required by any form of Security issued pursuant to this
Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of
Security shall conflict with any provision of this Article, the provision
of such form of Security shall govern.

     The minimum amount of any sinking fund payment provided for by the
terms of Securities of any particular 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 Securities of any particular series is
herein referred to as an "optional sinking fund payment". If provided for
by the terms of Securities of any particular series, the cash 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
Securities of any particular series as provided for by the terms of
Securities of that series.

Section 1202.  Satisfaction of Sinking Fund Payments With Securities.

     The Company (1) may deliver Outstanding 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 Securities of a series which have
been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to
the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee
for such Securities at the principal amount thereof and the amount of such
sinking fund payment shall be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
particular series of Securities, the Company will deliver to the Trustee
for the Securities of such series an Officers' Certificate specifying the
amount of the next ensuing mandatory 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 in the currency or currency unit in
which the Securities of that series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of that series and
except as provided in Sections 311(b) and 311(d)) and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities of
that series pursuant to Section 1202 and shall state the basis for such
credit and that such Securities have not previously been so credited and
will also deliver to such Trustee any Securities to be so delivered. Such
Trustee shall select the 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 Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.

                                ARTICLE 13

                     MEETINGS OF HOLDERS OF SECURITIES
                     ---------------------------------

Section 1301.  Purposes for Which Meetings May Be Called.

     If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of 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 action
provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

Section 1302.  Call, Notice and Place of Meetings.

     (a) The Trustee for any series of Securities that includes Bearer
Securities, may at any time call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1301, to be held at such
time and at such place in the Borough of Manhattan, The City of New York,
or in London, as such Trustee shall determine. Notice of every meeting of
Holders of Securities of such 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 20 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 10% in principal amount of the Outstanding
Securities of any such series shall have requested the Trustee for any such
series to call a meeting of the Holders of Securities of such series for
any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and such
Trustee shall not have made the first publication of the notice of such
meeting within 30 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series 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.

Section 1303.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding
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
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
Securities of any series shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee for such
series and its counsel and any representatives of the Company and its
counsel.

Section 1304.  Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of 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 Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of
not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Subject to
Section 1305(d), notice of the reconvening of any adjourned meeting shall
be given as provided in Section 1302(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 that Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
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 by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding 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 action 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 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 Securities of
that series.

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

Section 1305.  Determination of Voting Rights; Conduct and Adjournment
               of Meetings.

     (a) Notwithstanding any other provision of this Indenture, the Trustee
for any series of Securities that includes Bearer Securities may make such
reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of such series in regard to proof of the holding of
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 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 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 for any series of Securities that includes Bearer
Securities shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Company or
by Holders of Securities as provided in Section 1302(b), in which case the
Company or the Holders of Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the
meeting.

     (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him as determined in
accordance with Section 115; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder
of a Security of such series or proxy.

     (d) Any meeting of holders of Securities of any series duly called
pursuant to Section 1302 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 Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.

Section 1306.  Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each meeting of
Holders of 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 1302 and, if applicable, Section 1304. Each
copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered
to the Company, and another to the Trustee for such series of Securities to
be preserved by such Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                ARTICLE 14

                        SUBORDINATION OF SECURITIES
                        ---------------------------

Section 1401.  Agreement to Subordinate.

     Except as otherwise specified pursuant to Section 301, the Company,
for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and
interest, if any, on each and all of the Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in
right of payment to the prior payment in full of all Senior Indebtedness.

Section 1402.  Distribution on Dissolution, Liquidation and Reorganization;
               Subrogation of Securities.

     Except as otherwise specified pursuant to Section 301, upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise (subject to the power of
a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior
Indebtedness and the holders thereof with respect to the Securities and the
holders thereof by a lawful plan of reorganization under Title 11, U.S.
Code or any similar foreign, federal or state law for the relief of
debtors):

     (a) the holders of all Senior Indebtedness shall be entitled to
     receive payment in full of the principal thereof (and premium, if any)
     and interest due thereon before the Holders of the Securities are
     entitled to receive any payment upon the principal (or premium, if
     any) or interest, if any, on indebtedness evidenced by the Securities;

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

     (c) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character,
     whether in cash, property or securities, shall be received by the
     Trustee or the Holders of the Securities before all Senior
     Indebtedness is paid in full, such payment or distribution shall be
     paid over, upon written notice to the Trustee, to the holder of such
     Senior Indebtedness or their representative or representatives or to
     the trustee or trustees under any indenture under which any instrument
     evidencing any of such Senior Indebtedness may have been issued,
     ratably as aforesaid, for application to payment of all Senior
     Indebtedness remaining unpaid until all such Senior Indebtedness shall
     have been paid in full, after giving effect to any concurrent payment
     or distribution to the holders of such Senior Indebtedness.

     Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to Senior Indebtedness until the
principal of (and premium, if any) and interest, if any, on the Securities
shall be paid in full and no such payments or distributions to the Holders
of the Securities of cash, property or securities otherwise distributable
to the holders of Senior Indebtedness shall, as between the Company, its
creditors (other than the holders of Senior Indebtedness), and the Holders
of the Securities be deemed to be a payment by the Company to or on account
of the Securities. It is understood that the provisions of this Article
Fourteen are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand. Nothing contained in
this Article Fourteen or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as between the Company, its creditors
(other than the holders of Senior Indebtedness), and the Holders of the
Securities, the obligation of the Company, which is unconditional and
absolute, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest, if any, on the Securities as and when the
same shall become due and payable in accordance with their terms, or to
affect the relative rights of the Holders of the Securities and creditors
of the Company (other than the holders of Senior Indebtedness), nor shall
anything herein or in the Securities prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under
this Article Fourteen of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of
any such remedy. Upon any payment or distribution of assets of the Company
referred to in this Article Fourteen, the Trustee, subject to the
provisions of Section 601, shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to
the Trustee for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Fourteen.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness. The Trustee shall not be liable to any
such holder if it shall pay over or distribute to or on behalf of Holders
of Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen.

     If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim
in such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for
or on behalf of such Holder of Securities.

Section 1403.  No Payment on Securities in Certain Circumstances.

     Except as otherwise specified pursuant to Section 301,

          (a) Upon the maturity of any Senior Indebtedness by lapse of
          time, acceleration (unless waived, rescinded or annulled) or
          otherwise, or upon any payment default (with or without the
          giving of notice or lapse of time or both, in accordance with the
          terms of the instrument governing such Senior Indebtedness, and
          without any waiver or forgiveness) with respect to any Senior
          Indebtedness, all amounts payable thereon shall first be paid in
          full on such Senior Indebtedness, before any payment is made,
          directly or indirectly by set off or otherwise, on account of
          principal of, or interest on, the Securities of such series or to
          acquire any of the Securities of such series or on account of the
          redemption provisions of the Securities of such series.

          (b) Upon a default with respect to any Senior Indebtedness (other
          than under circumstances when the terms of paragraph (a) of this
          Section are applicable), as such default is defined therein or in
          the instrument under which it is outstanding, permitting the
          holders to accelerate the maturity thereof, upon written notice
          thereof given to the Company and the Trustee by or on behalf of
          holders of such Senior Indebtedness ("Default Notice"), then,
          unless and until such default shall have been cured or waived by
          the holders of such Senior Indebtedness or shall have ceased to
          exist (the "Payment Blockage Period"), no direct or indirect
          payment shall be made by the Company with respect to the
          principal of, or interest on, the Securities of such series and
          the coupons, if any, appertaining thereto or to acquire any of
          such Securities or on account of the redemption provisions of the
          Securities of such series and the coupons, if any, appertaining
          thereto; provided, however, that this paragraph (b) shall not
          prevent the making of any payment (which is not otherwise
          prohibited by paragraph (a)) for more than 179 days after the
          Default Notice shall have been given unless the Senior
          Indebtedness in respect of which such event of default exists has
          been declared due and payable in its entirety, in which case no
          such payment may be made until such acceleration has been
          rescinded or annulled or such Senior Indebtedness has been paid
          in full.

          (c) If, notwithstanding the foregoing provisions of this Section,
          any payment on account of principal of, or interest on, the
          Securities of such series or of any coupon appertaining thereto
          shall be received by the Trustee, by any Holder or by any Paying
          Agent (or, if the Company is acting as its own Paying Agent,
          money for any such payment is segregated and held in trust),
          then, unless and until such payment is no longer prohibited by
          this Section, such payment (subject to the provisions of Section
          1404) shall be held in trust for the benefit of the holders of
          Senior Indebtedness and, upon notice to the Trustee or such
          Paying Agent from the representative of the holders of the Senior
          Indebtedness and pursuant to the directions of such
          representative, shall be paid over or delivered to the holders of
          Senior Indebtedness or their representative(s), ratably according
          to the aggregate amount remaining unpaid on account of the
          principal of and interest on the Senior Indebtedness held or
          represented by each, for application to the payment or prepayment
          of all Senior Indebtedness remaining unpaid to the extent
          necessary to pay all Senior Indebtedness in full in accordance
          with its terms, after giving effect to any concurrent payment or
          distribution or provision therefor to or for the holders of
          Senior Indebtedness. Promptly after becoming aware thereof, the
          Company shall give written notice to the Trustee of any event
          prohibiting payments on account of principal of, or interest on,
          the Securities of any series and any coupons appertaining thereto
          and, in such event, shall provide to the Trustee, in the form of
          an Officers' Certificate, the names and addresses of the holders
          of such Senior Indebtedness and their representative(s), if any,
          the amount of the Senior Indebtedness held by each such holder,
          any information necessary to calculate the daily or other
          increase in Senior Indebtedness held by such holders and any
          other information which the Trustee may reasonably request to
          comply with this Article. Subject to the provisions of Section
          1402 hereof, in the event that the Trustee or the Paying Agent
          reasonably determines that additional evidence is required with
          respect to any person as a holder of Senior Indebtedness to
          participate in any payment or distribution pursuant to this
          Article, the Trustee or the Paying Agent, as the case may be, may
          request that such person furnish evidence to its reasonable
          satisfaction as to the extent such person is entitled to
          participate in such payment or distribution and as to other facts
          pertinent to the rights of such persons under this Article and if
          such evidence is not furnished, the Trustee or the Paying Agent,
          as the case may be, may defer any payment to such person pending
          judicial determination as to the right of such person to receive
          such payment.

Section 1404.  Payments on Securities Permitted.

     Nothing contained in this Indenture or in any of the Securities shall
(a) affect the obligation of the Company to make, or prevent the Company
from making, at any time except as provided in Sections 1402 and 1403,
payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys
deposited with it hereunder to the payment of or on account of the
principal of (or premium, if any) or interest, if any, on the Securities,
unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more
than two Business Days prior to the date fixed for such payment.

Section 1405.  Authorization of Holders to Trustee to Effect Subordination.

     Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in this Article
Fourteen and appoints the Trustee his attorney-in-fact for any and all such
purposes.

Section 1406.  Notices to Trustee.

     Notwithstanding the provisions of this Article or any other provisions
of this Indenture, neither the Trustee nor any Paying Agent (other than the
Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment
of moneys to or by the Trustee or such Paying Agent, unless and until the
Trustee or such Paying Agent shall have received written notice thereof
from the Company or from the holder of any Senior Indebtedness or from the
trustee for any such holder, together with proof satisfactory to the
Trustee of such holding of Senior Indebtedness or of the authority of such
trustee; provided, however, that if at least two Business Days prior to the
date upon which by the terms hereof any such moneys may become payable for
any purpose (including, without limitation, the payment of either the
principal (or premium, if any) or interest, if any, on any Security) the
Trustee shall not have received with respect to such moneys the notice
provided for in this Section 1406, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority
to receive such moneys and to apply the same to the purpose for which they
were received, and shall not be affected by any notice to the contrary,
which may be received by it within two Business Days prior to such date.
The Trustee shall be entitled to rely conclusively on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
a notice has been given by a holder of Senior Indebtedness or a trustee on
behalf of any such holder. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Fourteen, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person
under this Article Fourteen and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.

Section 1407.  Trustee as Holder of Senior Indebtedness.

     The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fourteen in respect of any Senior
Indebtedness at any time held by it to the same extent as any other holder
of Senior Indebtedness and nothing elsewhere in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.

     Nothing in this Article Fourteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

Section 1408.  Modifications of Terms of Senior Indebtedness.

     Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any
of their rights under any instrument creating or evidencing Senior
Indebtedness, including, without limitation, the waiver of default
thereunder, may be made or done all without notice to or assent from the
Holders of the Securities or the Trustee. No compromise, alteration,
amendment, modification, extension, renewal or other change of, or waiver,
consent or other action in respect of, any liability or obligation under or
in respect of, or of any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Indebtedness is
outstanding or of such Senior Indebtedness, whether or not such release is
in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article Fourteen or of
the Securities relating to the subordination thereof.

Section 1409.  Reliance on Judicial Order or Certificate of Liquidating Agent.

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

                                   * * *

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



<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture
dated as of March 30, 2006 to be duly executed, all as of the date first
written above.




                                        HUMANA INC.,
                                          Issuer

                                        By: /s/ James H. Bloem
                                           ------------------------------------
                                           Name:  James H. Bloem
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



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


                                        By: /s/ Linda Garcia
                                           ------------------------------------
                                           Name:  Linda Garcia
                                           Title: Assistant Vice President


<PAGE>

                                                                  EXHIBIT A
                                                                  ---------

[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY
A BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE A DEFINITIVE BEARER
SECURITY IN EXCHANGE FOR AN INTEREST IN A TEMPORARY GLOBAL SECURITY OR TO
EXCHANGE AN INTEREST IN A TEMPORARY GLOBAL SECURITY FOR AN INTEREST IN A
PERMANENT GLOBAL SECURITY]

                                HUMANA INC.

                [INSERT TITLE OR DESCRIPTION OF SECURITIES]

     Reference is hereby made to the Indenture, dated as of March 30, 2006
(the "Indenture") between Humana Inc. (the "Company") and The Bank of New
York Trust Company, N.A., as Trustee. Terms used herein unless otherwise
defined shall have the meanings ascribed to them in the Indenture.

     This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $___________________principal amount of
the above-captioned Securities represented by a temporary Global Security
(the "temporary Global Security") held by you for our account is:

               (i) beneficially owned by persons that are not United States
          persons (as defined below);

               (ii) owned by United States person(s) that are (a) foreign
          branches of United States financial institutions (as defined in
          United States Treasury Regulation Section 1.165-12(c)(1)(v)
          ("financial institutions")) purchasing for their own account or
          for resale, or (b) United States person(s) who acquired the
          beneficial interest in the temporary Global Security through
          foreign branches of United States financial institutions and who
          hold the beneficial interest in the temporary Global Security
          through such United States financial institutions on the date
          hereof (and in either case (a) or (b), each such United States
          financial institution hereby agrees, for the benefit of the
          Company, that it will comply with the requirements of Section
          165(j)(3)(A), (B) or (C) of the United States Internal Revenue
          Code of 1986, as amended, and the regulations thereunder); or

               (iii) owned by financial institution(s) for the purpose of
          resale during the restricted period (as defined in United States
          Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, in
          addition, financial institution(s) described in this clause (iii)
          (whether or not also described in clause (i) or (ii)), further
          certify that they have not acquired the beneficial interest in
          the temporary Global Security for the purpose of resale directly
          or indirectly to a United States person or to a person within the
          United States.

     "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in
or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction (including the Commonwealth of
Puerto Rico).

     [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to
which we are not able to provide a certificate in this form. We understand
that exchange of such portion of the temporary Global Security for
[definitive Bearer Securities] [interests in a permanent Global Security]
cannot be made until we are able to provide a certificate in this form.]*
We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account if any applicable
statement herein is not correct on such date, and in the absence of any
such notification it may be assumed that this certification applies as of
such date.

     We understand that this certificate is required in connection with
certain tax laws and regulations in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such
proceedings.

Dated:

-------------------------

                                        [Name of Person Making Certification]


                                        By:
                                          -------------------------------------

*  Delete if inappropriate.


<PAGE>


                                                                  EXHIBIT B
                                                                  ---------


[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CLEARSTREAM BANKING REGARDING THE EXCHANGE OF A TEMPORARY GLOBAL SECURITY
FOR DEFINITIVE SECURITIES OR FOR A PORTION OF A PERMANENT GLOBAL SECURITY]

                                HUMANA INC.

                [INSERT TITLE OR DESCRIPTION OF SECURITIES]

     Reference is hereby made to the Indenture, dated as of March 30, 2006
(the "Indenture") between Humana Inc. (the "Company") and The Bank of New
York Trust Company, N.A., as Trustee. Terms used herein unless otherwise
defined shall have the meanings ascribed to them in the Indenture.

     We refer to that portion of the temporary Global Security in respect
of the above-captioned Securities which is herewith submitted to be
exchanged for [definitive Bearer Securities] [interests in a permanent
Global Security] (the "Submitted Portion") as provided in the Prospectus
Supplement dated [insert date of Prospectus Supplement] in respect of such
issue. This is to certify that (i) we have received in writing or by tested
telex or electronically (in accordance with the requirements of United
States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(ii)) a
certificate or certificates with respect to the entire Submitted Portion,
substantially in the form of Exhibit B to the Indenture, and (ii) the
Submitted Portion includes no part of the temporary Global Security
excepted in such certificates.

     We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted
Portion are no longer true and cannot be relied on as of the date thereof.

     We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America. If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to
any interested party in such proceedings. Submitted Portion:





U.S. $
      ---------------------

Date:
       --------------------



[Euroclear Bank S.A./N.V.] [Clearstream Banking S.A.]*



                                        By:
                                           ------------------------------------

*  Delete if inappropriate.


<PAGE>


                                                                  EXHIBIT C
                                                                  ---------



[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY
A BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE PAYMENT ON A
TEMPORARY GLOBAL SECURITY]

                                HUMANA INC.

                [INSERT TITLE OR DESCRIPTION OF SECURITIES]

     Reference is hereby made to the Indenture, dated as of March 30, 2006
(the "Indenture") between Humana Inc. (the "Company") and The Bank of New
York Trust Company, N.A., as Trustee. Terms used herein unless otherwise
defined shall have the meanings ascribed to them in the Indenture.

     This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $___________________principal amount of
the above-captioned Securities represented by a temporary Global Security
(the "temporary Global Security") held by you for our account is:

               (i) beneficially owned by persons that are not United States
          persons (as defined below);

               (ii) owned by United States person(s) that are (a) foreign
          branches of United States financial institutions (as defined in
          United States Treasury Regulation Section 1.165-12(c)(1)(v)
          ("financial institutions")) purchasing for their own account or
          for resale, or (b) United States person(s) who acquired the
          beneficial interest in the temporary Global Security through
          foreign branches of United States financial institutions and who
          hold the beneficial interest in the temporary Global Security
          through such United States financial institutions on the date
          hereof (and in either case (a) or (b), each such United States
          financial institution hereby agrees, for the benefit of the
          Company, that it will comply with the requirements of Section
          165(j)(3)(A), (B) or (C) of the United States Internal Revenue
          Code of 1986, as amended, and the regulations thereunder); or

               (iii) owned by financial institution(s) for the purpose of
          resale during the restricted period (as defined in United States
          Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, in
          addition, financial institution(s) described in this clause (iii)
          (whether or not also described in clause (i) or (ii)), further
          certify that they have not acquired the beneficial interest in
          the temporary Global Security for the purpose of resale directly
          or indirectly to a United States person or to a person within the
          United States.

     "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in
or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction (including the Commonwealth of
Puerto Rico).

     [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to
which we are not able to provide a certificate in this form. We understand
that payments, if any, due with respect to such portion of the temporary
Global Security cannot be made until we are able to provide a certificate
in this form.]*

     We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account if any applicable
statement herein is not correct on such date, and in the absence of any
such notification it may be assumed that this certification applies as of
such date.

     We understand that this certificate is required in connection with
certain tax laws and regulations in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such
proceedings.

Dated:
        -------------------

                                        [Name of Person Making Certification]


                                        By:
                                           ------------------------------------


---------------------------------
*  Delete if inappropriate.



<PAGE>



                                                                  EXHIBIT D
                                                                  ---------


[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CLEARSTREAM BANKING REGARDING PAYMENT ON A TEMPORARY GLOBAL SECURITY]

                                HUMANA INC.

                [INSERT TITLE OR DESCRIPTION OF SECURITIES]

     Reference is hereby made to the Indenture, dated as of March 30, 2006
(the "Indenture") between Humana Inc. (the "Company") and The Bank of New
York Trust Company, N.A., as Trustee. Terms used herein unless otherwise
defined shall have the meanings ascribed to them in the Indenture.

     We refer to that portion of the temporary Global Security in respect
of the above-captioned Securities for which we hereby request that you make
payment to us of the amounts payable on the relevant payment date (the
"Submitted Portion") as provided in the Prospectus Supplement dated [insert
date of Prospectus Supplement] in respect of such issue. This is to certify
that (i) we have received in writing or by tested telex or electronically
(in accordance with the requirements of United States Treasury Regulation
Section 1.163- 5(c)(2)(i)(D)(3)(ii)) a certificate or certificates with
respect to the entire Submitted Portion, substantially in the form of
Exhibit D to the Indenture, and (ii) the Submitted Portion includes no part
of the temporary Global Security excepted in such certificates.

     We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted
Portion are no longer true and cannot be relied on as of the date thereof.

     We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America. If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to
any interested party in such proceedings.

Submitted Portion:



U.S. $
      -------------------

Dated:
      -------------------

                                        [Euroclear Bank S.A./N.V.]*
                                        [Clearstream Banking S.A.]*


                                        By:
                                          -------------------------------------


----------------------------------
*  Delete if inappropriate.