EXHIBIT 4.1 


	
  

 
	

 


 
	
  

 
	
 AMERICAN EXPRESS COMPANY

 
	
  

 
	
 AND 

 
	
  

 
	
 THE BANK OF NEW YORK MELLON

 
	
  

 
	
 Trustee

 
	
  

 
	

 


 
	
  

 
	
 Senior Indenture

 
	
  

 
	

 


 
	
  

 
	
 Dated as of
 December 3, 2012

 
	
  

 
	

 


 













	
  

 
	
 AMERICAN EXPRESS COMPANY 

 Indenture Dated as of December 3, 2012

 
	
  

 
	

 


 
	
 CROSS REFERENCE SHEET1

 


          Showing the
Location in the Indenture of the Provisions Inserted Pursuant to Sections 310
to 318(a) inclusive of the Trust Indenture Act of 1939. 


	
  

 	
  

 	
  

 
	
 Provisions
 of

 Trust Indenture Act

 of 1939

 	
  

 	
 Indenture
 Provision

 
	

 


 	
  

 	

 


 
	
 § 310(a)(1), (2)

 	
  

 	
 § 8.09

 
	
 (3)

 	
  

 	
 Not Applicable

 
	
 (4)

 	
  

 	
 Not Applicable

 
	
 (b)

 	
  

 	
 §8.08; § 8.10

 
	
 (c)

 	
  

 	
 Not Applicable

 
	
 § 311(a)

 	
  

 	
 § 8.13(a)

 
	
 (b)

 	
  

 	
 § 8.13(b)

 
	
 (b)(2)

 	
  

 	
 § 9.03 (a)(ii); § 9.03(b)

 
	
 (c)

 	
  

 	
 Not Applicable

 
	
 § 312(a)

 	
  

 	
 § 9.01; § 9.02(a)

 
	
 (b)

 	
  

 	
 § 9.02(b)

 
	
 (c)

 	
  

 	
 § 9.02(c)

 
	
 § 313(a)

 	
  

 	
 § 9.03(a)

 
	
 (b)(1)

 	
  

 	
 Not Applicable

 
	
 (2)

 	
  

 	
 § 9.03(b)

 
	
 (c)

 	
  

 	
 § 9.03(a); § 9.03(b)

 
	
 (d)

 	
  

 	
 § 9.03(c)

 
	
 § 314(a)

 	
  

 	
 § 9.04

 
	
 (b)

 	
  

 	
 Not Applicable

 
	
 (c)

 	
  

 	
 § 1.02

 
	
 (d)

 	
  

 	
 Not Applicable

 
	
 (e)

 	
  

 	
 § 1.02

 
	
 (f)

 	
  

 	
 Not Applicable

 
	
 § 315(a)(1)

 	
  

 	
 §8.01(a)(i)

 
	
 (2)

 	
  

 	
 § 8.01(a)(ii)

 
	
 (b)

 	
  

 	
 § 8.02

 
	
 (c)

 	
  

 	
 § 8.01(b)

 
	
 (d)(1)

 	
  

 	
 § 8.01(a)

 
	
 (2)

 	
  

 	
 § 8.01(c)(ii)

 
	
 (3)

 	
  

 	
 § 8.01(c)(iii)

 
	
 (e)

 	
  

 	
 § 7.14

 
	
 § 316(a)

 	
  

 	
 § 7.12; § 7.13

 
	
 (b)

 	
  

 	
 § 7.08

 
	
 (c)

 	
  

 	
 § 1.04

 
	
 § 317(a)(1), (2)

 	
  

 	
 § 7.03; § 7.04

 
	
 (b)

 	
  

 	
 § 12.03

 
	
 § 318(a)

 	
  

 	
 § 1.08

 






	
  

 	
  

 
	

 


 
	
 1

 	
 This Cross-Reference Sheet is not part of
 the Indenture. 

 


i





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE ONE

 
	
  

 	
  

 	
  

 	
  

 
	
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 
	
  

 
	
 Section 1.01

 	
 Definitions

 	
  

 	
 1

 
	
 Section 1.02

 	
 Compliance
 Certificates and Opinions

 	
  

 	
 8

 
	
 Section 1.03

 	
 Form of
 Documents Delivered to Trustee

 	
  

 	
 8

 
	
 Section 1.04

 	
 Act of
 Holders

 	
  

 	
 9

 
	
 Section 1.05

 	
 Notices,
 etc., to Trustee and Company

 	
  

 	
 10

 
	
 Section 1.06

 	
 Notice to
 Holders; Waiver

 	
  

 	
 10

 
	
 Section 1.07

 	
 Immunity of
 Incorporators; Stockholders, Officers and Directors

 	
  

 	
 11

 
	
 Section 1.08

 	
 Conflict
 with Trust Indenture Act

 	
  

 	
 11

 
	
 Section 1.09

 	
 Effect of
 Headings and Table of Contents

 	
  

 	
 11

 
	
 Section 1.10

 	
 Successors
 and Assigns

 	
  

 	
 11

 
	
 Section 1.11

 	
 Separability
 Clause

 	
  

 	
 11

 
	
 Section 1.12

 	
 Benefits of
 Indenture

 	
  

 	
 12

 
	
 Section 1.13

 	
 Governing
 Law

 	
  

 	
 12

 
	
 Section 1.14

 	
 Cross
 References

 	
  

 	
 12

 
	
 Section 1.15

 	
 Counterparts

 	
  

 	
 12

 
	
 Section 1.16

 	
 Legal
 Holidays

 	
  

 	
 12

 
	
 Section 1.17

 	
 Securities
 in Foreign Currencies

 	
  

 	
 12

 
	
 Section 1.18

 	
 Force
 Majeure

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE TWO

 
	
  

 	
  

 	
  

 	
  

 
	
 SECURITY FORMS

 
	
  

 
	
 Section 2.01

 	
 Forms
 Generally

 	
  

 	
 13

 
	
 Section 2.02

 	
 Form of
 Certificate of Authentication

 	
  

 	
 13

 
	
 Section 2.03

 	
 Securities
 in Global Form

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE THREE

 
	
  

 	
  

 	
  

 	
  

 
	
 THE SECURITIES

 
	
  

 
	
 Section 3.01

 	
 Amount
 Unlimited; Issuable in Series

 	
  

 	
 14

 
	
 Section 3.02

 	
 Denominations

 	
  

 	
 18

 
	
 Section 3.03

 	
 Initial Securities
 and Exchange Securities

 	
  

 	
 18

 
	
 Section 3.04

 	
 Authentication
 and Dating

 	
  

 	
 18

 
	
 Section 3.05

 	
 Execution of
 Securities

 	
  

 	
 20

 
	
 Section 3.06

 	
 Exchange and
 Registration of Transfer of Securities

 	
  

 	
 21

 
	
 Section 3.07

 	
 Mutilated,
 Destroyed, Lost or Stolen Securities

 	
  

 	
 23

 
	
 Section 3.08

 	
 Temporary
 Securities

 	
  

 	
 24

 


ii









	
  

 	
  

 	
  

 	
  

 
	
 Section 3.09

 	
 Payment of
 Interest; Interest Rights Preserved

 	
  

 	
 25

 
	
 Section 3.10

 	
 Persons
 Deemed Owners

 	
  

 	
 26

 
	
 Section 3.11

 	
 Cancellation

 	
  

 	
 26

 
	
 Section 3.12

 	
 Computation
 of Interest

 	
  

 	
 27

 
	
 Section 3.13

 	
 CUSIP Numbers

 	
  

 	
 27

 
	
 Section 3.14

 	
 Notice of
 Tax Issue Price

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE FOUR

 
	
  

 	
  

 	
  

 	
  

 
	
 REDEMPTION OF SECURITIES

 
	
  

 
	
 Section 4.01

 	
 Applicability
 of Article

 	
  

 	
 27

 
	
 Section 4.02

 	
 Election to
 Redeem; Notice to Trustee

 	
  

 	
 28

 
	
 Section 4.03

 	
 Selection by
 Trustee of Securities to Be Redeemed

 	
  

 	
 28

 
	
 Section 4.04

 	
 Notice of
 Redemption

 	
  

 	
 28

 
	
 Section 4.05

 	
 Deposit of
 Redemption Price

 	
  

 	
 29

 
	
 Section 4.06

 	
 Securities
 Payable on Redemption Date

 	
  

 	
 29

 
	
 Section 4.07

 	
 Securities
 Redeemed in Part

 	
  

 	
 30

 
	
  

 
	
 ARTICLE FIVE

 
	
  

 	
  

 	
  

 	
  

 
	
 SINKING FUNDS

 
	
  

 
	
 Section 5.01

 	
 Applicability
 of Article

 	
  

 	
 30

 
	
 Section 5.02

 	
 Satisfaction
 of Mandatory Sinking Fund Payments with Securities

 	
  

 	
 30

 
	
 Section 5.03

 	
 Redemption
 of Securities for Sinking Fund

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE SIX

 
	
  

 	
  

 	
  

 	
  

 
	
 SATISFACTION AND DISCHARGE

 
	
  

 
	
 Section 6.01

 	
 Satisfaction
 and Discharge of Indenture

 	
  

 	
 32

 
	
 Section 6.02

 	
 Satisfaction,
 Discharge and Defeasance of Securities of any Series

 	
  

 	
 33

 
	
 Section 6.03

 	
 Application
 of Trust Money

 	
  

 	
 35

 
	
 Section 6.04

 	
 Paying Agent
 to Repay Moneys Held

 	
  

 	
 35

 
	
 Section 6.05

 	
 Return of
 Unclaimed Moneys

 	
  

 	
 35

 
	
  

 
	
 ARTICLE SEVEN

 
	
  

 	
  

 	
  

 	
  

 
	
 REMEDIES

 
	
  

 
	
 Section 7.01

 	
 Events of
 Default

 	
  

 	
 36

 
	
 Section 7.02

 	
 Acceleration
 of Maturity; Rescission and Annulment

 	
  

 	
 38

 
	
 Section 7.03

 	
 Collection
 of Indebtedness and Suits for Enforcement by Trustee

 	
  

 	
 39

 
	
 Section 7.04

 	
 Trustee May
 File Proofs of Claim

 	
  

 	
 40

 
	
 Section 7.05

 	
 Trustee May
 Enforce Claims without Possession of Securities

 	
  

 	
 40

 
	
 Section 7.06

 	
 Application
 of Money Collected

 	
  

 	
 41

 


iii









	
  

 	
  

 	
  

 	
  

 
	
 Section 7.07

 	
 Limitation
 on Suits

 	
  

 	
 41

 
	
 Section 7.08

 	
 Unconditional
 Right of Holders to Receive Principal, Premium and Interest

 	
  

 	
 42

 
	
 Section 7.09

 	
 Restoration
 of Rights and Remedies

 	
  

 	
 42

 
	
 Section 7.10

 	
 Rights and
 Remedies Cumulative

 	
  

 	
 42

 
	
 Section 7.11

 	
 Delay or
 Omission Not Waiver

 	
  

 	
 42

 
	
 Section 7.12

 	
 Control by
 Holders

 	
  

 	
 43

 
	
 Section 7.13

 	
 Waiver of
 Past Defaults

 	
  

 	
 43

 
	
 Section 7.14

 	
 Undertaking
 for Costs

 	
  

 	
 43

 
	
 Section 7.15

 	
 Waiver of
 Stay or Extension Laws

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE EIGHT

 
	
  

 	
  

 	
  

 	
  

 
	
 THE TRUSTEE

 
	
  

 
	
 Section 8.01

 	
 Certain
 Duties and Responsibilities

 	
  

 	
 44

 
	
 Section 8.02

 	
 Notice of
 Defaults

 	
  

 	
 45

 
	
 Section 8.03

 	
 Certain
 Rights of Trustee

 	
  

 	
 46

 
	
 Section 8.04

 	
 Not
 Responsible for Recitals or Issuance of Securities

 	
  

 	
 47

 
	
 Section 8.05

 	
 May Hold
 Securities

 	
  

 	
 47

 
	
 Section 8.06

 	
 Money Held
 in Trust

 	
  

 	
 48

 
	
 Section 8.07

 	
 Compensation
 and Reimbursement

 	
  

 	
 48

 
	
 Section 8.08

 	
 Disqualification;
 Conflicting Interests

 	
  

 	
 49

 
	
 Section 8.09

 	
 Corporate
 Trustee Required; Different Trustees for Different Series; Eligibility

 	
  

 	
 49

 
	
 Section 8.10

 	
 Resignation
 and Removal; Appointment of Successor

 	
  

 	
 49

 
	
 Section 8.11

 	
 Acceptance
 of Appointment by Successor

 	
  

 	
 51

 
	
 Section 8.12

 	
 Merger,
 Conversion, Consolidation or Succession to Business

 	
  

 	
 52

 
	
 Section 8.13

 	
 Preferential
 Collection of Claims against Company

 	
  

 	
 52

 
	
 Section 8.14

 	
 Authenticating
 Agent

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE NINE

 
	
  

 	
  

 	
  

 	
  

 
	
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	
  

 
	
 Section 9.01

 	
 Company to
 Furnish Trustee Names and Addresses of Holders

 	
  

 	
 53

 
	
 Section 9.02

 	
 Preservation
 of Information; Communications to Holders

 	
  

 	
 54

 
	
 Section 9.03

 	
 Reports by
 Trustee

 	
  

 	
 55

 
	
 Section 9.04

 	
 Reports by
 Company

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE TEN

 
	
  

 	
  

 	
  

 	
  

 
	
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 
	
  

 
	
 Section
 10.01

 	
 Company May
 Consolidate, etc., Only on Certain Terms

 	
  

 	
 56

 
	
 Section
 10.02

 	
 Successor
 Corporation Substituted

 	
  

 	
 57

 


iv









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE ELEVEN

 
	
  

 	
  

 	
  

 	
  

 
	
 SUPPLEMENTAL INDENTURES

 
	
  

 
	
 Section
 11.01

 	
 Supplemental
 Indentures without Consent of Holders

 	
  

 	
 57

 
	
 Section
 11.02

 	
 Supplemental
 Indentures with Consent of Holders

 	
  

 	
 59

 
	
 Section
 11.03

 	
 Execution of
 Supplemental Indentures

 	
  

 	
 60

 
	
 Section
 11.04

 	
 Notice of
 Supplemental Indenture

 	
  

 	
 60

 
	
 Section
 11.05

 	
 Effect of
 Supplemental Indentures

 	
  

 	
 60

 
	
 Section
 11.06

 	
 Conformity
 with Trust Indenture Act

 	
  

 	
 60

 
	
 Section
 11.07

 	
 Reference in
 Securities to Supplemental Indentures

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE TWELVE

 
	
  

 	
  

 	
  

 	
  

 
	
 COVENANTS

 
	
  

 
	
 Section
 12.01

 	
 Payment of
 Principal, Premium and Interest

 	
  

 	
 61

 
	
 Section
 12.02

 	
 Maintenance
 of Office or Agency

 	
  

 	
 61

 
	
 Section
 12.03

 	
 Money for
 Securities Payments to Be Held in Trust

 	
  

 	
 62

 
	
 Section
 12.04

 	
 Payment of
 Taxes and Other Claims

 	
  

 	
 62

 
	
 Section
 12.05

 	
 Statement as
 to Compliance

 	
  

 	
 63

 
	
 Section 12.06

 	
 Corporate
 Existence

 	
  

 	
 63

 
	
 Section
 12.07

 	
 Restrictions
 on the Creation of Mortgages and Liens

 	
  

 	
 63

 
	
 Section
 12.08

 	
 Permit No
 Vacancy in Office of Trustee

 	
  

 	
 65

 
	
 Section
 12.09

 	
 Other
 Instruments and Acts

 	
  

 	
 65

 
	
 Section
 12.10

 	
 Waiver

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 
	
 Appendix A

 	
 Provisions
 Relating to Initial Securities and Exchange Securities

 	
  

 	
 A-1

 
	
 Appendix B

 	
 Form of
 Certificate of Transfer

 	
  

 	
 B-1

 
	
 Appendix C

 	
 Form of
 Free Transferability Certificate

 	
  

 	
 C-1

 


v





          INDENTURE,
dated as of December 3, 2012, between AMERICAN EXPRESS COMPANY, a New York
corporation, having its principal office at 200 Vesey Street, New York, New
York 10285 (the “Company”), and The Bank of New York Mellon, a New York banking
corporation, having its corporate trust office at 101 Barclay Street, New York,
New York 10286, as trustee hereunder (the “Trustee”). 


RECITALS OF THE COMPANY


          The Company
is authorized to borrow money for its corporate purposes and to issue
debentures, notes or other evidences of unsecured indebtedness therefor; and
for its corporate purposes, the Company has determined to make and issue its
debentures, notes or other evidences of unsecured indebtedness to be issued in
one or more series (the “Securities”), as hereinafter provided, up to such
principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors. 


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


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


          That, in
consideration of the premises and of the mutual covenants herein contained and
of the purchase and acceptance of the Securities by the holders thereof and of
the sum of One Dollar to the Company duly paid by the Trustee at or before the
ensealing and delivery of these presents, and for other valuable
considerations, the receipt whereof is hereby acknowledged, and in order to
declare the terms and conditions upon which the Securities are to be issued, IT
IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto,
that all the Securities are to be executed, authenticated and delivered subject
to the further covenants and conditions hereinafter set forth; and the Company,
for itself and its successors, does hereby covenant and agree to and with the
Trustee and its successors in said trust, for the benefit of those who shall
hold the Securities, or any of them, as follows: 


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section
1.01 Definitions. 


          For all
purposes of this Indenture, of all indentures supplemental hereto and all
Securities issued hereunder except as otherwise expressly provided or unless
the context otherwise requires: (a) the terms defined in this Article shall
have the meanings assigned to them in this Article, and include the plural as
well as the singular; (b) all terms used in this Indenture, in any indenture
supplemental hereto or in any such Securities that are defined in the Trust
Indenture Act shall have the meanings assigned to them in said Act; and (c) all
accounting terms not otherwise defined herein or in such Securities shall have
the meanings assigned to them in accordance with generally accepted accounting
principles in effect at the date of computation. 





          Certain
terms used in Article Eight hereof are defined in that Article. 


          “Act” when used with respect to any Holder
has the meaning specified in Section 1.04 hereof. 


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


          “Applicable Procedures” means, with respect
to any transfer or exchange of or for beneficial interests in any Global
Security, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange. 


          “Authenticating Agent:” See Section 8.14
hereof. 


          “Authorized Newspaper” means a newspaper of
general circulation in the same city in which the Place of Payment with respect
to Securities of a series shall be located or in the Borough of Manhattan, The
City of New York, printed in the English language and customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays.
Whenever successive weekly publications in an Authorized Newspaper are required
hereunder, they may be made (unless otherwise expressly provided herein) on the
same or different days of the week and in the same or in different Authorized
Newspapers. 


          “Bearer Rules” means the provisions of the
Internal Revenue Code, in effect from time to time, governing the treatment of
bearer obligations and any regulations thereunder including, to the extent
applicable to any series of Securities, proposed or temporary regulations. 


          “Board of Directors” means either the board
of directors of the Company or any committee of that board duly authorized to
act hereunder or any directors and/or officers of the Company to whom that
board or committee shall have delegated its authority. 


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


          “Business Day” means any day that is not a
Saturday or Sunday or any other day on which banks in New York City are
authorized or obligated by law or regulation to close. 


          “Certificate of Authentication:” See
Section 2.02. 


          “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 Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time. 


2





          “Company” means the
corporation 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 each such
successor corporation. 


          “Company Consent,” “Company Order” and “Company Request” mean, respectively, a
written consent, order or request signed in the name of the Company by any one
of its Officers and delivered to the Trustee. 


          “Corporate Trust Office” means the
principal office of the Trustee at which at any particular time its corporate
trust business shall be principally administered, which office of The Bank of
New York Mellon, at the date of the execution of this Indenture, is located at
101 Barclay Street, New York, New York 10286, Attn: Corporate Trust
Administration. 


          “corporation” means a corporation,
association, company or business trust. 


          “Debt” of any Person at any date means all
obligations which in accordance with generally accepted accounting principles
would be included in determining total liabilities as shown on the liabilities
side of the balance sheet of such Person at such date. Such term shall include
all obligations of such Person guaranteeing any Debt of any third Person (any
such obligation being herein called a “Guarantee”).



          “Defaulted Interest:” See Section 3.09
hereof. 


          “Depositary” when used with respect to the
Securities of any series issuable or issued, in whole or in part, in the form
of a Global Security, means the Person designated as Depositary by the Company
pursuant to Section 3.01 until a successor Depositary shall have been
designated 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. 


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


          “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 


          “Exchange Securities:” See Appendix A
hereto. 


          “Event of Default:” See Section 7.01 hereof.



          “Federal Bankruptcy Code:” See Section 7.01
hereof. 


          “Foreign Currency” means any currency
issued by the government of any country other than the United States of America
or any composite currency (including, without limitation, the Euro). 


3





          “Global Security” means a Security issued
to evidence all or a part of any series of Securities that is executed by the
Company and authenticated and delivered to the Depositary or pursuant to the
Depositary’s instructions, all in accordance with this Indenture and pursuant
to a Company Order, which shall be registered in the name of the Depositary or
its nominee. 


          “Guarantee:” See definition of “Debt.” 


          “Holder” means, unless otherwise
established as contemplated by Section 3.01 with respect to the Securities of
any series, a Person in whose name a Security of any series is registered in
the Securities Register for the Securities of such series. 


          “Indenture” means this instrument as
originally executed, or as it may be amended or supplemented from time to time
as herein provided, and shall include the form and terms of particular series
of Securities established as contemplated hereunder. 


          “Initial Securities:” See Appendix A
hereto. 


          “interest” when used with respect to any
non-interest bearing Security means interest payable after Maturity thereto. 


          “Interest Payment Date” means the Stated
Maturity of an installment of interest on the Securities of any series. 


          “Lien:” See Section 12.07 hereof. 


          “Maturity” when used with respect to any
Security means the date on which the principal of such Security becomes due and
payable as therein or herein provided whether at the Stated Maturity or by
declaration of acceleration, call for redemption, pursuant to a sinking fund,
notice of option to elect repayment or otherwise. 


          “Members:” See Section 3.05(e) hereof. 


          “Offering Circular” means any offering
circular or offering memorandum delivered in respect of an offering of one or
more series of Securities issued pursuant to this Indenture.


          “Officer’s Certificate” means a certificate
of the Company signed by any one of its Officers and delivered to the Trustee.
Wherever this Indenture requires that an Officer’s Certificate be signed also
by an accountant or other expert, such accountant or other expert (except as
otherwise expressly provided in this Indenture) may be in the employ of the
Company. 


          “Officer” means the Chairman of the Board,
any one of the Vice Chairmen, the President, any one of the Vice Presidents,
the Treasurer, any one of the Assistant Treasurers, the Comptroller, any one of
the Assistant Comptrollers, the Secretary or any one of the Assistant
Secretaries of the Company. 


          “Opinion of Counsel” means a written
opinion of the General Counsel or Counsel of the Company, or other counsel for
the Company who may be an employee of the Company. 


4





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


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



	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b) Securities or portions thereof for
 whose payment or redemption the necessary amount of money or other trust
 funds, including trust funds established under Section 6.01 or 6.02 hereof,
 has been theretofore deposited with the Trustee or any Paying Agent (other
 than the Company or any other obligor on the Securities) in trust for the
 Holders of such Securities or shall have been set aside and segregated in
 trust by the Company or any other obligor on the Securities (if the Company
 or any other obligor on 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 the Trustee has been made; and 

 
	
  

 	
  

 
	
  

 	
           (c) Securities which have been paid
 pursuant to Section 3.07 or in exchange for or in lieu of which other
 Securities have been authenticated and delivered pursuant to this Indenture
 other than any such Securities in respect of which there shall have been
 presented to the Trustee proof satisfactory to it that such Securities are
 held by a bona fide purchaser in whose hands such Securities are valid
 obligations of the Company; 

 


provided, however, that in determining
whether the Holders of the requisite principal amount of Securities Outstanding
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, (i) 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 shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded (Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor), and (ii) the principal
amount of an Original Issue Discount Security that shall be deemed to be
outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration pursuant to Section 7.02 hereof. 


          “Overdue Rate” with respect to any series
of the Securities means the rate designated as such in or pursuant to a Board
Resolution or supplemental indenture, as the case may be, relating to such
series as contemplated by Section 3.01 hereof, or if not so designated, the rate
of interest, if any, on such series of Securities. 


5





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


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


          “Place of Payment” when used with respect
to the Securities of any series, means the place or places where the principal
of (and premium, if any) and interest, if any, on the Securities of such series
are payable as specified as contemplated by Section 3.01 or, if not so specified,
as specified in Section 12.02. 


          “Principal Subsidiaries” of the Company
means the following so long as they continue to be Subsidiaries: American
Express Travel Related Services Company, Inc., American Express Banking
Corporation and any one or more Subsidiaries of the Company that shall succeed
to all or substantially all of the business of any of the foregoing
Subsidiaries or succeed to the ownership of all or substantially all of the
property and assets of any of the foregoing Subsidiaries. 


          “record date:” See Section 3.09 hereof. 


          “Redemption Date,” when used with respect
to any Security to be redeemed, means the date fixed for such redemption in or
pursuant to a Board Resolution or supplemental indenture, as the case may be,
with respect to the Securities of such series as contemplated by Section 3.01
hereof. 


          “Redemption Price,” when used with respect
to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to a Board Resolution or supplemental indenture, as the case may be,
with respect to the Securities of such series as contemplated by Section 3.01
hereof, exclusive of interest accrued and unpaid to the Redemption Date. 


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


          “Securities:” See RECITALS OF THE COMPANY
herein. For the avoidance of doubt, references to the Securities of any series
refer to the Initial Securities and Exchange Securities of such series treated
as a single class. 


          “Securities Register” and “Securities Registrar:” See Section 3.06
hereof. 


6





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


          “Subsidiary” of any Person means (i) any
corporation of which such Person at the time owns or controls, directly or
through an intervening medium, more than fifty per cent (50%) of each class of
outstanding Voting Stock, (ii) any limited liability company, general
partnership, joint venture, joint stock company or similar entity, of which
such Person at the time owns or controls, directly or indirectly, more than
fifty per cent (50%) of its outstanding partnership, membership or similar
voting interests, as the case may be and (iii) any limited partnership of which
such Person, directly or indirectly, is a general partner, and unless otherwise
specified shall mean a Subsidiary of the Company. 


          “Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument and, subject to the provisions of Article Eight hereof, shall also include
its successors and assigns as Trustee hereunder. If there shall be at any 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 the Securities with respect to which it is serving
as Trustee. 


          “Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended and as in force at the date as of which this
instrument was executed, except as provided in Section 11.06 hereof. 


          “U.S. Government Obligations” means
securities that are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and which shall also include a depository receipt issued by
a commercial bank or trust company as custodian with respect to any such
obligation set forth in (i) or (ii) above or a specific payment of interest on
or principal of any such obligation held by such custodian for the account of
the holder of a depository receipt; provided, however, that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the obligation evidenced by such depository receipt
or the specific payment of interest on or principal of such obligation.  


          “Vice President,” when used with respect to
the Company or the Trustee means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president.” 


          “Voting Stock” means stock of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such
corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency). 


7





          Section
1.02 Compliance Certificates and Opinions. 


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c) a statement that, in the opinion
 of each such individual, he has made such examination or investigation as is
 necessary to enable him to express an informed opinion as to whether or not
 such covenant or condition has been complied with; and 

 
	
  

 	
  

 
	
  

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

 


          Section
1.03 Form of Documents Delivered to Trustee.


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


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


8





          Any
certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which
his or her certificate, statement or opinion is based 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 to form one instrument. 


          Section
1.04 Act 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; and, except as
 herein otherwise expressly provided, such action shall become effective when
 such instrument or instruments are delivered to the Trustee, and, where it is
 hereby expressly required, to the Company. Such instrument or instruments
 (and the action embodied therein and evidenced thereby) are herein sometimes
 referred to as the “Act” of the
 Holders signing such instrument or instruments. Proof of execution of any
 such instrument or of a writing appointing any such agent shall be sufficient
 for any purpose of this Indenture and (subject to Section 8.01 hereof)
 conclusive in favor of the Trustee and the Company, if made in the manner
 provided in this Section 1.04. 

 
	
  

 	
  

 
	
  

 	
           (b) 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 be proved in any manner which the Trustee
 deems sufficient and in accordance with such reasonable requirements as the
 Trustee may determine. 

 
	
  

 	
  

 
	
  

 	
           (c) The ownership of Securities of any
 series shall be proved by the Securities Register.

 
	
  

 	
  

 
	
  

 	
           (d) Any request, demand,
 authorization, direction, notice, consent, waiver or other action by the
 Holder of any Security shall bind 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 or suffered to be done by the Trustee or
 the Company or any agent of the Trustee or the Company in reliance thereon,
 whether or not notation of such action is made upon such Security. 

 
	
  

 	
  

 
	
  

 	
           (e) The Company may set a record date
 for purposes of determining the identity of Holders entitled to vote or
 consent or take any other action under this Indenture, which record date
 shall not be more than 60 days nor less than 10 days prior to the
 solicitation with respect thereto, and only such Holders shall be so
 entitled. 

 


9





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


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


	
  

 	
  

 
	
  

 	
           (a) the Trustee 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 the Trustee at its Corporate Trust
 Office, or 

 
	
  

 	
  

 
	
  

 	
           (b) the Company by the Trustee or by
 any Holder shall be sufficient for every purpose hereunder (except as
 provided in Subsections (d) and (f) of Section 7.01 hereof) if in writing and
 mailed, first-class postage prepaid, to the Company addressed to it at the
 address of its principal office specified in the first paragraph of this
 instrument or at any other address previously furnished in writing to the
 Trustee by the Company. 

 


          The Trustee
agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the Trustee shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such
designated persons, which such incumbency certificate shall be amended and
replaced whenever a person is to be added or deleted from the listing. If the
Company elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s understanding of such
instructions shall be deemed controlling. The Trustee shall not be liable for
any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written
instruction. The Company agrees to assume all risks arising out of the use of
such electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk or interception and misuse by third parties. 


          Section
1.06 Notice to Holders; Waiver. 


          Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Securities Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed in the manner prescribed by this Indenture
shall be deemed to have been given whether or not such Holder receives said
notice. In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, 


10





either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. 


          Section
1.07 Immunity of Incorporators; Stockholders, Officers and
Directors. 


          No recourse
shall be had for the payment of the principal of (and premium, if any) or the
interest, if any, on any Security of any series, or for any claim based
thereon, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer or director, 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 or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities of each series
are solely corporate obligations, and that no personal liability whatever shall
attach to, or is incurred by, any incorporator, stockholder, officer or
director, 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 of each 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 issue of the Securities of each series.



          Section
1.08 Conflict with Trust Indenture Act. 


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


          Section
1.09 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
1.10 Successors and Assigns. 


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


          Section
1.11 Separability Clause. 


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


11





          Section
1.12 Benefits of Indenture. 


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


          Section
1.13 Governing Law. 


          This
Indenture and each Security shall be deemed to be a contract made under the
laws of the State of New York and this Indenture and each Security for all
purposes shall be governed by and construed in accordance with the laws of the
State of New York. 


          EACH OF THE
COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY. 


          Section
1.14 Cross References. 


          All
references herein to “Articles”
and other subdivisions are to the corresponding Articles or other subdivisions
of this Indenture; and the words “herein,”
“hereof,” “hereby,” “hereunder,”
“hereinbefore” and “hereinafter” and other words of similar
purport refer to this Indenture generally and not to any particular Article,
Section or other subdivision hereof. 


          Section
1.15 Counterparts. 


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


          Section
1.16 Legal Holidays. 


          In any case
where any Interest Payment Date, Redemption Date or Stated Maturity of a
Security of any series is not a Business Day at the relevant Place of Payment
with respect to Securities of such series, then notwithstanding any other
provision of this Indenture or the Securities, payment of interest, if any, or
principal and premium, 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 such
Interest Payment Date or Redemption Date or at the Stated Maturity, and no
interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 


          Section
1.17 Securities in Foreign Currencies. 


          Whenever
this Indenture provides for any action by, or any distribution to, Holders of
Securities denominated in Dollars and in any Foreign Currency, in the absence
of any provision to the contrary established as contemplated by Section 3.01
for the Securities of any particular 


12





series, any amount in respect of any Security denominated in a Foreign
Currency shall be treated for any such action or distribution as that amount of
Dollars that could be obtained for such amount on such reasonable basis of
exchange and as of such date as the Company may specify in a Company Order. 


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


          Section
1.18 Force Majeure. 


          In no event
shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances. 


ARTICLE TWO


SECURITY FORMS


          Section
2.01 Forms Generally. 


          The
Securities of each series shall be in substantially the form as shall be
established by or pursuant to the authority granted in a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rules made pursuant thereto or with
any rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of such Securities. 


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


          Section
2.02 Form of Certificate of Authentication. 


          The
Certificate of Authentication on all Securities shall be in substantially the
following form: 


Date:_____________ 


13





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


	
  

 	
  

 	
  

 
	
  

 	
 The Bank of
 New York Mellon,

 as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 By

 	
  [Authorized Officer or

 
	
  

 	
  

 	
 Authorized Signatory]

 
	
  

 	
  

 	
  

 
	
  

 	
 or

 
	
  

 	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 By

 	
  [As Authenticating Agent]

 
	
  

 	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 By

 	
  [Authorized
 Officer or

 
	
  

 	
  

 	
 Authorized Signatory]

 


          Section
2.03 Securities in Global Form. 


          If any
Security of a series is issuable as a Global Security (in whole or in part),
such Global Security may provide that it shall represent the aggregate
principal amount of Outstanding Securities of such series from time to time
represented thereby in the records of the Trustee or endorsed thereon and may
also provide that the aggregate principal amount of Outstanding Securities of
such series represented thereby in the records of the Trustee or endorsed
thereon may from time to time be reduced or increased. Any change in the
records of the Trustee or any endorsement of a Global Security to reflect the
aggregate principal amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in
accordance with provisions established as contemplated by Section 3.01. 


ARTICLE THREE


THE SECURITIES


          Section
3.01 Amount Unlimited; Issuable in Series. 


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


          The Securities may be
issued in one or more series. There shall
be established in or pursuant to a Board Resolution or one or more indentures
supplemental hereto, prior to the issuance of any Securities of any series
(except for Securities authenticated and delivered upon 


14





registration
of transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Sections 3.06, 3.07, 3.08, 4.07, 11.07 or Appendix A
hereof):


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (b)
any limit upon the aggregate principal amount of the Securities of such
series that may be authenticated and delivered under this Indenture;


	
 

	
 


	
 

	
          (c)
the date or dates (or manner of determining the same) on which the principal
of and premium, if any, on the Securities of such series is payable (which if
so provided in or pursuant to the authority granted in such Board Resolution
or supplemental indenture, may be determined by the Company from time to time
and set forth in the Securities of the series issued from time to time); 


	
 

	
 


	
 

	
          (d)
the Persons to whom interest on Securities of such series shall be payable,
if other than the Persons in whose names such Securities are registered at
the close of business on the record date for such interest;


	
 

	
 


	
 

	
          (e)
the rate or rates (or manner of determining the same) at which the Securities
of such series shall bear interest, if any, the date or dates from which such
interest shall accrue (which, in either case or both, if so provided in or
pursuant to the authority granted in such Board Resolution or supplemental
indenture, may be determined by the Company from time to time and set forth
in the Securities of the series issued from time to time), the Interest
Payment Dates on which such interest shall be payable (or manner of
determining the same) and, if other than as set forth in Section 3.09 hereof,
the record date for the determination of Holders to whom interest is payable
and the basis upon which interest shall be calculated if other than as set
forth in Section 3.12;


	
 

	
 


	
 

	
          (f)
the place or places at which (i) the principal of and premium, if any, and
interest, if any, on Securities of such series shall be payable if other than
as set forth in the third sentence of Section 12.02, (ii) registration of
transfer of Securities of such series may be effected, (iii) exchanges of
Securities of such series may be effected and (iv) notice and demands to or
upon the Company in respect of the Securities of such series and this
Indenture may be served; and if such is the case, that the principal of such
Securities shall be payable without the presentment or surrender thereof;


	
 

	
 


	
 

	
          (g)
the price or prices at which, the period or periods within which and the
terms and conditions upon which Securities of such series may be redeemed, in
whole or in part, at the option of the Company, at the option of a Holder or
otherwise;


	
 

	
 


	
 

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





15









	
 

	
 


	
 

	
          (i)
if other than Dollars, the Foreign Currency in which payment of the principal
of, premium, if any, and interest, if any, on the Securities of such series
shall be payable or in which such Securities will be denominated;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (k)
if denominated or payable in any coin or currency, including composite
currencies, other than Dollars, or if the terms of the Securities provide
that the principal amount thereof payable at maturity may be more or less
than the principal face amount thereof at original issuance, the method by
which the Securities of such series shall be valued, which may be any
reasonable method, against the Securities of all other series for voting, the
giving of any request, demand, authorization, direction, notice, consent or
waiver, distribution and all other purposes hereof and any provisions
required for purposes of applying Sections 6.01, 6.02 and 12.07(b) hereof;


	
 

	
 


	
 

	
          (l)
if the amount of payments of principal of and premium, if any, or interest,
if any, on the Securities of such series may be determined with reference to
an index, the formula or other method (which may be based on one or more
currencies (including a composite currency), commodities, equity indices or
other indices), and the manner in which such amounts shall be determined;


	
 

	
 


	
 

	
          (m) if other than denominations of
$2,000 and any integral multiple of $1,000 in excess thereof, the
denominations in which Securities of such series shall be issuable;


	
 

	
 


	
 

	
          (n)
if other than the principal amount thereof, the portion of the principal
amount of Securities of such series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02 hereof or the method
by which such portion shall be determined;


	
 

	
 


	
 

	
          (o)
any addition to, or modification or deletion of, any Event of Default or any
covenant of the Company specified herein with respect to the Securities of
such series;


	
 

	
 


	
 

	
          (p)
if other than the rate of interest, if any, stated in the title of the
Securities of such series, the applicable Overdue Rate;


	
 

	
 


	
 

	
          (q)
if the Securities of such series do not bear interest, the applicable dates
for purposes of Section 9.01 hereof;


	
 

	
 


	
 

	
          (r)
the inapplicability, if such is to be the case, to the Securities of such
series of Section 6.02 relating to satisfaction, discharge and defeasance of
Securities and any modification to Section 6.02; 





16









	
 

	
 


	
 

	
          (s)
if other than The Bank of New York Mellon is to act as Trustee for the
Securities of such series, the name and Corporate Trust Office of such
Trustee;


	
 

	
 


	
 

	
          (t)
whether the Securities of such series shall be issued in whole or in part in
the form of a Global Security or Securities and, in such case the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for definitive Securities, the Depositary for
such Global Security or Securities (which shall be a clearing agency
registered under the Exchange Act, or any other applicable statute or
regulation, to the extent required thereunder), whether such Global Security
shall be permanent or temporary, any limitations on the rights of the Holder
or Holders to transfer or exchange the same or to obtain the registration of
transfer thereof in addition to or in lieu of those set forth in Section 3.06
of this Indenture and Section 2.3 of Appendix A to this Indenture, any
limitations on the rights of the Holder or Holders thereof to obtain
certificates in definitive form, and, the provisions for determining the
aggregate principal amount of Outstanding Securities from time to time
represented thereby and any and all matters incidental to such Global
Security or Securities;


	
 

	
 


	
 

	
          (u)
whether such Securities shall be issued in the form of Initial Securities
subject to Appendix A to this Indenture or in the form of Exchange
Securities;


	
 

	
 


	
 

	
          (v)
if the Securities of such series may be converted into or exchanged for other
securities of the Company or any other Persons, the terms and conditions
pursuant to which the Securities of such series may be converted or
exchanged;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (x)
if the Securities of any such series are to be issuable as bearer securities,
any and all matters incidental thereto;


	
 

	
 


	
 

	
          (y)
if the Securities of such series are to be issued upon the exercise of a
warrant or right, the time, manner and place for such Securities to be
authenticated and delivered; and


	
 

	
 


	
 

	
          (z)
any other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, shall conform to any
applicable requirements of the Trust Indenture Act, and shall not materially
adversely affect the rights of the Holders of Securities then outstanding). 





          All
Securities of any one series shall be substantially identical except (i) as to
denomination, (ii) as to restrictions on transfer as may relate to Exchange
Securities issued in exchange for Initial Securities as provided in Appendix A
to this Indenture and (iii) except as may otherwise be provided in or pursuant
to the authority granted in such Board Resolution or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at 


17





the same time,
and, unless otherwise provided, a series may be reopened for issuance of
additional Securities of such series.


          Section
3.02 Denominations. 


          Unless
otherwise established as contemplated by Section 3.01, the Securities of each
series shall be issuable only in registered form without coupons in such
denominations as shall be specified as contemplated by Section 3.01 hereof. In
the absence of any such specification with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


          Section
3.03 Initial Securities and Exchange Securities. 


          Provisions
relating to the Initial Securities and the Exchange Securities of each series
of Securities that shall be issued pursuant to this Indenture are set forth in
Appendix A, which is hereby incorporated in and expressly made part of this
Indenture. Securities of each series may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the Company
is subject, if any, or usage, provided that any such notation, legend or
endorsement is in a form reasonably acceptable to the Company. 


          Section
3.04 Authentication and Dating. 


          At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication. Except as otherwise provided in this
Article or in Appendix A to this Indenture, the Trustee shall thereupon authenticate
and deliver, or cause to be authenticated and delivered, said Securities
pursuant to a Company Order. Securities shall be dated the date of their
authentication. In authenticating (or causing authentication of) such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be provided with, and
(subject to Sections 8.01 and 8.03 hereof) shall be fully protected in relying
upon:


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
an Officer’s Certificate setting forth the form and terms of the Securities
of such series established pursuant to Sections 2.01 and 3.01 hereof (to the
extent not set forth in the documents delivered pursuant to Subsections
3.04(a) or 3.04(b)) and stating that all conditions precedent provided for in
this Indenture relating to the issuance of such Securities have been complied
with, that no Event of Default with respect to any series of Securities has
occurred and is continuing and that the issuance of such Securities is not
and will not result in (i) an Event of Default or an event or condition that,
upon the giving of notice (or the acquisition of knowledge) or the lapse of
time or both, would become an 





18









	
 

	
 

	
 


	
 

	
Event of
Default or (ii) a default under the provisions of any other material
instrument or agreement by which the Company is bound; and 


	
 

	
 


	
 

	
          (d) an Opinion of Counsel stating 


	
 

	
 

	
 


	
 

	
 

	
          (i)
that the form and the terms of such Securities have been established by or
pursuant to the authority granted in a Board Resolution or by a supplemental
indenture as permitted by Sections 2.01 and 3.01 hereof in conformity with
the provisions of this Indenture; 


	
 

	
 

	
 


	
 

	
 

	
          (ii)
that such Securities, when executed and delivered by the Company, and
authenticated and delivered by or on behalf of the Trustee in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization and, moratorium and other similar laws relating to or
affecting creditors’ rights generally and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and 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; 


	
 

	
 

	
 


	
 

	
 

	
          (iii) that the Company has the corporate
power to issue such Securities, and has duly taken all necessary corporate
action with respect to such issuance; 


	
 

	
 

	
 


	
 

	
 

	
          (iv) that the issuance of such
Securities will not contravene the charter or by-laws of the Company or
result in any violation of any of the terms or provisions of any applicable
law or regulation that would normally be applicable to general business
entities with respect to such issuance or result in any material violation of
any indenture, mortgage or other agreement known to such counsel by which the
Company or any of its subsidiaries is bound; 


	
 

	
 

	
 


	
 

	
 

	
          (v) that, solely with respect to the issuance of Exchange Securities, this
Indenture is qualified under the Trust Indenture Act; and


	
 

	
 

	
 


	
 

	
 

	
          (vi) such other matters as the Trustee may reasonably request. 





          The
Trustee shall have the right to decline to authenticate and deliver, or cause
to be authenticated and delivered, any Securities under this Section 3.04 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. 


          Each
Security shall be dated the date of its authentication.


19






          Section
3.05 Execution of Securities. 


	
 

	
 


	
 

	
          (a)
The Securities shall be signed in the name and on behalf of the Company by the
manual or facsimile signatures of its Chairman of the Board, any one of its
Vice Chairmen, its President or any one of its Vice Presidents, under its
corporate seal (which may be printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise) and attested to by its Secretary or any
one of its Assistant Secretaries, whose signatures may be manual or
facsimile. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by or
on behalf of the Trustee by manual signature, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by or on behalf of the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture.


	
 

	
 


	
 

	
          (b)
In case any Officer of the Company who shall have signed any of the Securities
shall cease to be such officer before the Securities so signed shall have
been authenticated and delivered by or on behalf of the Trustee, or disposed
of by the Company, such Securities nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Securities had
not ceased to be such officer of the Company; and any Security may be signed
on behalf of the Company by such persons as, at the actual date of the
execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was
not such an officer. 


	
 

	
 


	
 

	
          (c)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Global Securities that (i) shall
represent an aggregate amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Global
Securities, (ii) shall be registered, if in registered form, in the name of
the Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect: “This note is a global note within the
meaning of the indenture hereinafter referred to and is registered in the name
of the 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 Depositary, to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, or by the Depositary or a nominee of the
Depositary to a successor of the Depositary or a nominee of such successor.
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 Cede & Co. or
to such other entity as is requested by an authorized representative of the
Depositary (and any payment is made to Cede & Co. 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





20









	
 

	
 


	
 

	
person is
wrongful inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.” The aggregate principal amount of each Global Security may
from time to time be increased or decreased by adjustments made on the
records of the Depositary for such Global Security or Securities or the
nominee of such Depositary, as provided in this Indenture. 


	
 

	
 


	
 

	
          (d)
Each Depositary designated pursuant to Section 3.01 for a Global Security in
registered form must, at the time of its designation and at all times while
it serves as such Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation. 


	
 

	
 


	
 

	
          (e)
Members of, or participants in, the Depositary (“Members”) shall have no
rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or by the Securities Registrar under such Global
Security, and the Depositary may be treated by the Company, the Trustee, the
Paying Agent and the Securities Registrar and any of their agents as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, the Paying Agent or the Securities Registrar or any of their agents
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its
Members, the operation of customary practices of the Depositary governing the
exercise of the rights of an owner of a beneficial interest in any Global
Security. The registered holder of a Global Security may grant proxies and
otherwise authorize any Person, including Members and Persons that may hold
interests through Members, to take any action that a Holder is entitled to
take under this Indenture or the Securities.





          Section
3.06 Exchange and Registration of Transfer of Securities.


                    Securities
of any series (except for Global Securities, which may only be exchanged in the
limited circumstances described below) may be exchanged for Securities of like
tenor and aggregate principal amount of the same series of other authorized
denominations, subject to the provisions of Appendix A to this Indenture.
Unless otherwise established as contemplated by Section 3.01, Securities to be
exchanged shall be surrendered at any of the offices or agencies of the Company
maintained as provided in Section 12.02 hereof for such purpose, and the
Company shall execute and register, or cause to be registered, and the Trustee
shall authenticate and deliver, or cause to be authenticated and delivered, in
exchange therefor the Security or Securities which the Holder making such
exchange shall be entitled to receive. 


                    Unless
otherwise established as contemplated by Section 3.01, the Company shall keep,
at said office or agency in the same city in which the Corporate Trust Office
of the Trustee is located, a register for each series of Securities issued
hereunder (the register maintained at such office or agency being referred to
as the “Securities Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Securities of such series and registration of transfer of such Securities as
provided in this Article. The Securities Register shall be in written form or
in any other form capable of being converted into written form within a
reasonable time. The Trustee is hereby initially appointed “Securities 


21





Registrar” for
the purpose of registering Securities and registering transfers of Securities
as herein provided. Upon due presentment for registration of transfer of any
Security of any series at any of the offices or agencies to be maintained by
the Company, as provided in Section 12.02 hereof, the Company shall execute and
register, or cause to be registered, and the Trustee shall authenticate and
deliver, or cause to be authenticated and delivered, in the name of the
transferee or transferees a new Security or Securities of the same series in
authorized denominations for an equal aggregate principal amount. 


                    Every
Security issued upon registration of transfer or exchange of Securities
pursuant to this Section 3.06 shall be the valid obligation of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Security or Securities surrendered upon registration of such
transfer or exchange. 


                    Except
as provided in Appendix A to this Indenture, all Securities presented for
registration of transfer or for exchange, redemption or payment shall (if so
required by the Company, the Trustee or the Securities Registrar) be duly
endorsed by, or be accompanied by, a written instrument or instruments of
transfer in form satisfactory to the Company, the Trustee and the Securities
Registrar 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 Sections 3.08, 4.07 or 11.07 hereof not involving any transfer. 


                    The
Company shall not be required (a) to issue, register the transfer of or
exchange any Security 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 such series and ending at the close of business on the day of
such mailing or (b) to register the transfer of or exchange any Security
selected for redemption in whole or in part, except, in the case of any
Security to be redeemed in part, the portion thereof not to be redeemed. 


                    As
provided in Section 3.05 hereof, each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary or a
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture. Notwithstanding the foregoing and
except as otherwise specified as contemplated by Section 3.01, no Global
Security shall be registered for transfer or exchange, or authenticated or
delivered, pursuant to this Section 3.06 or Sections 3.07, 3.08, 4.07 or 11.07
in the name of a Person other than the Depositary for such Security or its
nominee until (i) the Depositary with respect to a Global Security notifies the
Company in writing that it is unwilling or unable to continue as Depositary for
such Global Security or the Depositary ceases to be a clearing agency
registered under the Exchange Act or other applicable statute or regulation if
required thereunder, and the Company notifies the Trustee that it is unable to
locate a qualified successor Depositary, (ii) the Company executes and delivers
to the Trustee a Company Order that such


22





Global
Security shall be so transferable and exchangeable or (iii) there shall have
occurred and be continuing an Event of Default with respect to the Securities
of such Series. Upon the occurrence in respect of any Global Security of any
series of any one or more of the conditions specified in clauses (i), (ii) or
(iii) of the preceding sentence or such other conditions as may be specified as
contemplated by Section 3.01 for such series, the Company shall execute, and
the Trustee upon receipt of a Company Order shall authenticate and deliver,
without service charge, (i) to the Depositary or to each Person specified by
such Depositary a new Security or Securities of the same series, of like tenor
and terms in definitive form 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 principal
amount equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities
delivered pursuant to clause (i). 


                    Except
as provided in the preceding paragraph or in Appendix A to this Indenture, any
Security authenticated and delivered upon registration of transfer or, or in
exchange for, or in lieu of, any Global Security or any portion thereof,
whether pursuant to this Section 3.06, Section 3.07, 3.08, 4.07 or 11.07 or
otherwise, shall also be a Global Security. Notwithstanding any other provision
of this Indenture, a Global Security may not be transferred except as a whole
by the Depositary for such Global Security to a nominee of such Depositary or
to another Depositary or a nominee thereof or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or to another
Depositary or a nominee thereof. 


                    Upon
the exchange of a Global Security for Securities in definitive form, such
Global Security shall be cancelled by the Trustee. Definitive Securities issued
in exchange for a Global Security pursuant to this Section shall either be in
global form, established as contemplated by Sections 2.01 and 3.01, or shall be
registered in such names and in such authorized denominations and delivered to
the Depositary or to such Persons at such addresses as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. 


          Section
3.07 Mutilated, Destroyed, Lost or Stolen Securities. 


          In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, and in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company in the case of a mutilated Security shall, and in the case of a lost,
stolen or destroyed Security may in its discretion, execute, and upon a Company
Request the Trustee shall authenticate and deliver, or cause to be
authenticated and delivered, a new Security of the same series bearing a
number, letter or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in
lieu of and in substitution for the Security so destroyed, lost or stolen, or
if any such Security shall have become due and payable or shall be about to
become due and payable, instead of issuing a substituted Security, the Company
may pay or authorize the payment of the same without surrender thereof (except
in the case of a mutilated Security). In every case the applicant for a
substituted Security shall surrender the Security to the Trustee, if mutilated,
and shall furnish to the Company and to the Trustee such security or indemnity
as may be required 


23






by them to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof. 


          Upon
the issuance of any substituted Security under this Section 3.07, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and any Authenticating
Agent) connected therewith. 


          Every
substituted Security issued pursuant to the provisions of this Section 3.07 by
virtue of the fact that any Security is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder. All Securities shall be held and owned upon the
express condition that the foregoing provisions of this Section 3.07 are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities and shall preclude (to the extent lawful) any and all
other rights or remedies with respect to the replacement or payment of
negotiable instruments or other securities without their surrender. 


          Section
3.08 Temporary Securities. 


          Pending
the preparation of definitive Securities of any series, the Company may execute
and the Trustee shall authenticate and deliver, or cause to be authenticated
and delivered, temporary Securities of such series (printed, lithographed,
typewritten, mimeographed or otherwise produced). Temporary Securities shall be
issuable in any authorized denomination and substantially in the form of the
definitive Securities in lieu of which they are issued but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Company with the concurrence of the Trustee. Every
such temporary Security shall be executed by the Company and shall be
authenticated by or on behalf of the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Securities in lieu of which they are issued. The Company, without unreasonable
delay, will execute and deliver to the Trustee definitive Securities of such
series and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor, at any of the offices or agencies of the
Company maintained as provided in Section 12.02 hereof for such purpose, and
the Trustee shall authenticate and deliver, or cause to be authenticated and
delivered, in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series. Such exchange shall
be made by the Company at its own expense and without any charge therefor
except that in case of any such exchange involving any registration of
transfer, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series authenticated and delivered hereunder. 


24





          Upon
any exchange of a portion of a temporary Global Security for a definitive
Global Security or for the individual Securities represented thereby pursuant
to this Section 3.08 or Section 3.06 or Appendix A hereof, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so
exchanged and endorsed. 


          Section
3.09 Payment of Interest; Interest Rights Preserved. 


          The
Holder at the close of business on any record date with respect to any Interest
Payment Date shall be entitled to receive the interest, if any, payable on such
Interest Payment Date notwithstanding the cancellation of such Securities upon
any transfer or exchange subsequent to the record date and prior to such
Interest Payment Date. Except as otherwise specified as contemplated by Section
3.01 hereof for Securities of a particular series, the term “record date” as
used in this Section 3.09 with respect to any Interest Payment Date, shall mean
the last day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of the calendar month, and shall
mean the fifteenth day of the calendar month preceding such Interest Payment
Date if such Interest Payment Date is the first day of the calendar month,
whether or not such day shall be a Business Day. 


          If
and to the extent the Company shall default in the payment of the interest due
on such Interest Payment Date, such defaulted interest (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered
Holder on such record date by virtue of having been such Holder, and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (a) or (b) below:


	
 

	
 


	
 

	
          (a) The Company may make payment of
any Defaulted Interest to the Holders at the close of business on a
subsequent record date established in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Holders entitled to such Defaulted
Interest as in this clause (a) provided. Thereupon the Trustee shall fix a
record date for the payment of such Defaulted Interest that 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 the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such 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
record date therefor to be mailed, first-class postage prepaid, to each
Holder at his address as it appears on the Securities Register, not less than
10 days prior to such record date. Notice of the proposed payment of such
Defaulted Interest and the record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Holders at the close
of business on such record date (notwithstanding the cancellation of such
Securities upon any transfer or exchange subsequent to such record





25









	
 

	
 


	
 

	
date and
prior to such payment) and shall no longer be payable pursuant to the
following clause (b).


	
 

	
 


	
 

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





          Subject to the
foregoing provisions of this Section 3.09, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security. 


          Section
3.10 Persons Deemed Owners. 


          Prior
to the due presentment for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any 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
3.09 hereof, interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary. 


          None
of the Company nor the Trustee nor their respective agents shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests or for any other aspect of the relationship
between the Depositary and its participants or indirect participants or the
relationship between such participants or indirect participants and the owners
of beneficial interests in the Global Securities.


          Section
3.11 Cancellation. 


          All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer or for credit against any sinking fund shall, if
surrendered to the Company or any Paying Agent or any Securities Registrar, be
surrendered to the Trustee and promptly cancelled by it, or, if surrendered to
the Trustee, shall be promptly cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. 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 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 the Trustee shall be
promptly cancelled by it. The Trustee shall dispose of cancelled


26





Securities and
deliver a certificate of such disposal to the Company upon its request therefor
unless, by a Company Order, the Company directs that such cancelled Securities
be returned to it. If the Company shall acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. 


          Section
3.12 Computation of Interest. 


          Except
as otherwise specified as contemplated by Section 3.01 hereof for Securities of
any 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
3.13 CUSIP Numbers. 


          The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the “CUSIP” numbers. 


          Section
3.14 Notice of Tax Issue Price. 


          The
Company intends to provide the Trustee of each series no later than ninety (90)
days after the first date of issuance of Securities of that series a written
notice specifying whether those Securities are traded on an established market
for U.S. federal income tax purposes, and if so, the issue price of those
Securities for U.S. federal income tax purposes, as well as such other related
information as the Company determines in its discretion may be relevant to a
Holder or beneficial owner of those Securities. The Trustee of such series,
upon request in writing (including by facsimile transmission) from a Holder or
beneficial owner of Securities of such series, shall transmit a copy of such
written notice to such Holder or beneficial owner. For the avoidance of doubt,
the Trustee assumes no responsibility for the correctness of any such written
notice. 


ARTICLE FOUR


REDEMPTION OF SECURITIES 


          Section
4.01 Applicability of Article.


          The
provisions of this Article shall be applicable to the Securities of any series
which are redeemable before their Maturity except as otherwise specified as
contemplated by Section 3.01 hereof for Securities of such series. 


27





          Section
4.02 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 authority granted in a Board Resolution. In case of
any redemption at the election of the Company of less than all of the
Securities of a 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) deliver to the Trustee an Officer’s Certificate
notifying the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and stating that no default in payment
of interest or Event of Default has occurred and is continuing with respect to
such series. 


          Section
4.03 Selection by Trustee of Securities to Be Redeemed. 


          If
less than all the Securities of any series are to be redeemed, the particular
Securities of such series to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem appropriate (which is in compliance with the requirements of any
national securities exchange on which such Securities are listed) and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of such series or any integral multiple
thereof) of the principal of Securities of a denomination greater than the
minimum authorized denomination of such series. 


          The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Security 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
4.04 Notice of Redemption. 


          Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities of the series to be redeemed, at his address appearing in the
Securities Register. Neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. 


          All
notices of redemption shall state:


	
 

	
 


	
 

	
          (a) the Redemption Date, 


	
 

	
 


	
 

	
          (b) the Redemption Price and accrued interest, if any, 





28









	
 

	
 


	
 

	
          (c) if less than all Outstanding Securities of such series are to be redeemed,
the identification (and, in the case of partial redemption, the respective
principal amounts) of the Securities of such series to be redeemed, 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (e) the place where such Securities are to be surrendered for payment Of the
Redemption Price and accrued interest, if any, 


	
 

	
 


	
 

	
          (f) that the redemption is for a sinking fund, if that be the case, and 


	
 

	
 


	
 

	
          (g) applicable CUSIP Numbers. 





          Notice
of redemption of the Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company, provided, however, in the latter
case, the Company shall give the Trustee at least five days prior written
notice.  


          Section
4.05 Deposit of Redemption Price. 


          On
or before any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 12.03 hereof) an amount of
money (in the currency in which the Securities so called for redemption are
payable) sufficient to pay the Redemption Price of, and accrued interest, if
any, on, all the Securities or portions thereof which are to be redeemed on
that date. 


          Section
4.06 Securities Payable on Redemption Date. 


          Notice
of redemption having been given as aforesaid, the Securities or portions
thereof so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, together with accrued interest, if
any, to the Redemption Date, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and such accrued interest,
if any) such Securities or portions thereof shall cease to bear interest. Upon
surrender of such Securities for redemption in accordance with said notice,
such Securities or specified portions thereof shall be paid by the Company at
the Redemption Price, together with any accrued interest to the Redemption
Date. —Installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities registered
as such on the relevant record dates according to their terms and the
provisions of Section 3.09 hereof. 


          If
any Security called for redemption shall not be so paid upon surrender thereof
on such Redemption Date, the principal and premium, if any, shall, until paid,
bear interest from the Redemption Date at the Overdue Rate for such Security. 


29





          Section
4.07 Securities Redeemed in Part. 


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


ARTICLE FIVE


SINKING FUNDS 


          Section
5.01 Applicability of Article.


          The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 hereof for Securities of such series. 


          The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” 


          Section
5.02 Satisfaction of Mandatory Sinking Fund Payments with
Securities. 


          In
lieu of making all or any part of any mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option
(a) deliver to the Trustee Securities of that series theretofore purchased or
otherwise acquired by the Company, or (b) receive credit for the principal
amount of Securities of that series that 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; provided, however, that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.  


          Section
5.03 Redemption of Securities for Sinking Fund. 


          Not
less than 60 days prior to each sinking fund payment date for any series of the
Securities, the Company will deliver to the Trustee a certificate signed by the
Treasurer or any Assistant Treasurer of the Company specifying the amount of
the next ensuing mandatory sinking fund payment for such series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 5.02
hereof 


30





(which
Securities will accompany such certificate if not already delivered for
cancellation to and held by the Trustee) and whether the Company intends to
exercise its right to make any permitted optional sinking fund payment with
respect to such series. Such certificate shall also state that no Event of
Default has occurred and is continuing with respect to such series and shall
set forth the basis for any credit against the sinking fund. Such certificate
shall be irrevocable and upon its delivery the Company shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. In the case of the failure of the
Company to deliver such certificate when due (or to deliver the Securities
specified in this Section 5.03) the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Securities as provided in Section 5.02 and without the right to make any
optional sinking fund payment, if any, with respect to such series. 


          Any
sinking fund payment or payments (mandatory or optional) with respect to the
Securities of any series, which payment or payments are made in cash plus any
unused balance of any preceding sinking fund payments with respect to such
series made in cash the sum of which shall equal or exceed $100,000 or the
equivalent thereof in the Foreign Currency in which such series is denominated
(or a lesser sum if the Company shall so request), shall be applied by the
Trustee on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date following the date of such payment) to the redemption of such
Securities at the Redemption Price specified in such Securities for operation
of the sinking fund together with accrued interest, if any, to the date fixed
for redemption. Any sinking fund moneys not so applied or allocated by the
Trustee to the redemption of Securities shall be added to the next cash sinking
fund payment received by the Trustee for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section
5.03. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities shall be applied by the Trustee, together
with other moneys, if necessary, to be deposited sufficient for the purpose, to
the payment of the principal of the Securities of such series at Maturity. 


          The
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in the first paragraph of Section 4.03
hereof and the Company shall cause notice of the redemption thereof to be given
in the manlier provided in Section 4.04 hereof. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 4.06 and 4.07 hereof. 


          On
or before any sinking fund payment date, the Company shall deposit with the
Trustee an amount of money in the currency in which payment is to be made
pursuant to Section 3.01 sufficient to pay any interest accrued to the
Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 5.03. 


          The
Trustee shall not redeem any Securities of any series with sinking fund moneys
or mail any notice of redemption of such Securities by operation of the sinking
fund for such series 


31





during the
continuance of a default in payment of interest on such Securities or of any
Event of Default (other than an Event of Default occurring as a consequence of
this Section 5.03) with respect to such Securities, except that if the notice
of redemption of any such Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Securities
if cash sufficient for that purpose shall be deposited with the Trustee for
that purpose in accordance with the terms of this Article. Except as aforesaid,
any moneys in the sinking fund for such series at the time when any such
default or Event of Default shall occur and any moneys thereafter paid into
such sinking fund shall, during the continuance of such default or Event of
Default, be held as security for the payment of such Securities; provided,
however, that in case such Event of Default or default shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on the next
sinking fund payment date for such Securities on which such moneys may be
applied pursuant to the provisions of this Section 5.03.  


ARTICLE SIX


SATISFACTION AND DISCHARGE


          Section
6.01 Satisfaction and Discharge of Indenture. 


          This
Indenture shall cease to be of further effect with respect to the Securities of
any series (except as to the rights of Holders of Outstanding Securities of
such series to receive, from the trust funds described in paragraph (a) of this
Section 6.01, payment of the principal of, premium, if any, and interest, if
any, on such Outstanding Securities on the Stated Maturity of such principal,
premium, if any, or installment of interest, if any, the Company’s obligations
with respect to such Outstanding Securities of such series under Sections 3.06,
3.07, 6.05, 12.02 and 12.03 as may be applicable to Outstanding Securities of
such series, and the rights, powers, trusts, duties, indemnities and immunities
of the Trustee hereunder), and the Trustee for the Securities of such series,
on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Securities of such series, when 


	
 

	
 

	
 


	
 

	
          (a) either 


	
 

	
 

	
 


	
 

	
 

	
          (i) all the Securities of such series
theretofore authenticated and delivered (other than (A) Securities of such
series that have been mutilated, destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.07 hereof and (B) Securities of
such series for whose payment money has theretofore been deposited with the
Trustee or the Paying Agent for the Securities of such series in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 6.05 and
Section 12.03 hereof) have been delivered to such Trustee for cancellation;
or 


	
 

	
 

	
 


	
 

	
 

	
          (ii) all Securities of such series not
theretofore delivered to such Trustee for cancellation 





32









	
 

	
 


	
 

	
          (A) have become due and payable, or 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (C) are to be called for redemption within one year under arrangements
satisfactory to such Trustee for the giving of notice of redemption by such
Trustee in the name, and at the expense, of the Company, 





and the
Company has deposited or caused to be deposited with such Trustee irrevocably
as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of all Outstanding Securities of such
series, with reference to this Section 6.01, (i) money in an amount in the
currency in which the Securities of such series are denominated or (ii) U.S.
Government Obligations in the case of a series of Securities denominated in
Dollars or obligations issued or guaranteed by the government that issued the
currency in which the Securities of such series are denominated in the case of
Securities denominated in Foreign Currencies, which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide, not later than the opening of business on the due date of any payment
referred to below, money in an amount in the currency in which the Securities
of such series are denominated or (iii) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent
registered public accountants expressed in a written certification thereof
delivered and addressed to the Trustee, to pay and discharge the entire
indebtedness on the Outstanding Securities of such series not theretofore
delivered to such Trustee for cancellation, for principal (and premium, if any)
and interest, if any, to the date of such deposit (in the case of Securities of
such series which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; 


	
 

	
 


	
 

	
          (b) the Company has paid or caused to
be paid all other sums payable hereunder by the Company in connection with
Outstanding Securities of such series, including all amounts due to the
Trustee under Section 8.07 for such series, and 


	
 

	
 


	
 

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





          Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities
of any series, the obligations of the Company to the Trustee for the Securities
of such series under Section 8.07 hereof and with respect to Securities of any
other series hereof shall survive such satisfaction and discharge.


          Section
6.02 Satisfaction, Discharge and Defeasance of Securities
of any Series. 


          Unless
this Section 6.02 is specified, as contemplated by Section 3.01 hereof, to be
inapplicable to Securities of any series, the Company shall, notwithstanding
Section 6.01 hereof be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of any such series from and
after the ninety-first day after the date of the deposit referred to in 


33





paragraph (a)
below, the provisions of this Indenture (except as to the rights of Holders of
Outstanding Securities of such series to receive, from the trust funds
described in paragraph (a) below, payment of the principal of (and premium, if
any) and interest, if any, on such Outstanding Securities on the Stated
Maturity of such principal, premium, if any, or installment of interest, if
any, the Company’s obligations with respect to such Outstanding Securities of
such series under Sections 3.06, 3.07, 6.05, 12.02 and 12.03 hereof, as may be
applicable to Outstanding Securities of such series, and the rights, powers,
trusts, duties, indemnities and immunities of the Trustee hereunder) shall no
longer be in effect in respect of Outstanding Securities of such series, and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, provided,
however, that the following conditions shall have been satisfied: 


	
 

	
 


	
 

	
          (a) the Company has deposited or
caused to be deposited with the Trustee irrevocably as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of all Outstanding Securities of such series, with reference to
this Section 6.02, (i) money in an amount in the currency in which the
Securities of such series are denominated or (ii) U.S. Government Obligations
in the case of Securities denominated in Dollars or obligations issued or
guaranteed by the government that issued the currency in which the Securities
are denominated in the case of Securities denominated in Foreign Currencies,
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide not later than the opening of
business on the due date of any payment referred to in this paragraph (a),
money in an amount in the currency in which the Securities of such series are
denominated, or (iii) a combination thereof, in each case, sufficient, in the
opinion of a nationally recognized firm of independent registered public
accountants expressed in a written certification thereof delivered and
addressed to the Trustee, to pay and discharge the entire indebtedness on all
Outstanding Securities of such series for principal and premium, if any, and
interest, if any, to the Stated Maturity as such principal and premium, if
any, or interest, if any, becomes due and payable in accordance with the
terms of this Indenture and the Securities of such series provided, however,
that the Company shall not make or cause to be made the deposit provided by
this clause (a) unless the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that there will not occur any violation of the
Investment Company Act of 1940, as amended, on the part of the Company, the
trust funds representing such deposit or the Trustee as a result of such
deposit and the related exercise of the Company’s option under this Section
6.02;  


	
 

	
 


	
 

	
          (b) the Company has paid or caused to
be paid all other sums payable hereunder by the Company in connection with
the Outstanding Securities of such series, including all amounts due to the Trustee
under Section 8.07 for such series; 


	
 

	
 


	
 

	
          (c) the Company has delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of the entire indebtedness on all Outstanding securities of such
series have been complied with; and 





34









	
 

	
 


	
 

	
          (d) the Company has delivered to the
Trustee an Opinion of Counsel to the effect that Holders of the Securities of
such series will not recognize gain or loss on such Securities for federal
income tax purposes solely as a result of such deposit, defeasance and
discharge and will be subject to federal income tax in the same amounts and
at the same times, as would have been the case if such deposit, defeasance
and discharge had not occurred. 





          Section
6.03 Application of Trust Money. 


	
 

	
 


	
 

	
          (a) Subject to the provisions of
Section 6.05, all money, U.S. Government Obligations and other governmental
obligations deposited with the Trustee for the Securities of any series
pursuant to Sections 6.01 or 6.02 hereof, and all money received by the
Trustee in respect of U.S. Government Obligations and such other government
obligations deposited with the Trustee for the Securities of any series
pursuant to Section 6.01 or Section 6.02 hereof, shall be held in trust and
applied by it, in accordance with the provisions of the Securities of such
series and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as such
Trustee may determine, to the Persons entitled thereto, of the principal,
premium, if any, and interest, if any, on the Securities of such series; but
such money need not be segregated from other funds except to the extent
required by law. 


	
 

	
 


	
 

	
          (b) The Trustee shall deliver or pay
to the Company from time to time upon Company request any U.S. Government
Obligations, other government obligations or money held by it as provided in
Sections 6.01 and 6.02 that, in the opinion of a nationally recognized firm
of independent registered public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the
amount thereof that then would have been required to be deposited for the
purpose for which such U.S. Government Obligations, other government
obligations or money were deposited or received.





          Section
6.04 Paying Agent to Repay Moneys Held. 


          Upon
the satisfaction and discharge of this Indenture all moneys then held by any
Paying Agent under the provisions of this Indenture shall, upon demand of the
Company, be repaid to it or paid to the appropriate Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys. 


          Section
6.05 Return of Unclaimed Moneys. 


          Any
moneys deposited with or paid to 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, or interest, if any, on the Securities
of such series and not applied but remaining unclaimed by the Holders of
Securities of such series for two years after the date upon which the principal
of and premium, if any, or interest, if any, on such Securities, as the case
may be, shall have become due and payable, shall, unless otherwise required by
mandatory provisions of applicable escheat as abandoned or unclaimed property
law, be repaid to the Company, by such Trustee or any Paying Agent on demand or
(if then held by the Company) shall be discharged 


35





from such trust; and the Holder of any such Securities entitled to
receive such payment shall thereafter look only to the Company for the payment
thereof and the liability of the Trustee or such Paying Agent with respect to
such payment and any obligation of the Company to hold moneys in trust for such
payment shall thereupon cease.


ARTICLE SEVEN


REMEDIES


          Section 7.01 Events of Default.


          “Event of
Default” whenever used herein with respect to Securities of any series means
such events as may be established with respect to the Securities of such series
as contemplated by Section 3.01 hereof and any one of the following events,
continued for the period of time, if any, and after the giving of notice, if
any, designated herein or therein, as the case may be, unless the same is
either not applicable to such series or is deleted or modified pursuant to the
authority granted in the applicable Board Resolution or in the supplemental
indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 3.01 hereof:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)
 default in the making or satisfaction of any sinking fund payment or
 analogous obligation when the same becomes due and payable by the terms of
 the Securities of such series; or

 
	
  

 	
  

 
	
  

 	
           (d)
 default in the performance, or breach, of any covenant or warranty
 of the
 Company in respect of the Securities of such series contained in this
 Indenture or
 in such Securities (other than a covenant or warranty in respect of the Securities
 of such
 series a default
 in whose
 performance
 or whose breach is elsewhere in this Section 7.01 specifically dealt with) or established
 pursuant to the
 authority granted in the applicable Board Resolution or in the supplemental indenture under
 which such series of Securities is issued, as the case may be, as contemplated by Section 3.01
 hereof, 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 such
 series, a written
 notice specifying
 such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
 hereunder; or

 
	
  

 	
  

 
	
  

 	
           (e) the
 entry of a decree or order by a court having jurisdiction in the premises
 adjudging the Company a bankrupt or insolvent, or approving as properly
 filed, a petition seeking reorganization, arrangement, adjustment or
 composition of or in respect of the 

 


36









	
  

 	
  

 
	
  

 	
 Company under Title 11 of the United States Code as now constituted
 or hereafter amended (the “Federal Bankruptcy Code”) or any other applicable
 Federal or State law, or appointing a receiver, liquidator, assignee,
 trustee, sequestrator (or other similar official) of the Company or of any
 substantial part of its property, or ordering the winding up or liquidation
 of its affairs, and the continuance of any such decree or order unstayed and
 in effect for a period of 60 consecutive days; or

 
	
  

 	
  

 
	
  

 	
           (f) an event of default
 with respect to any other series of Securities issued or hereafter issued pursuant to this
 Indenture or as defined in any mortgage, indenture or instrument under which there may be
 issued, or by which there may be secured or evidenced, any Debt for money borrowed of the Company in excess of $50,000,000,
 whether such Debt now exists or shall hereafter be created, shall happen and shall
 result in such other series of Securities or such Debt, as the case may be, becoming or being declared due and payable prior to the date on which
 it would otherwise become due and payable, and such acceleration shall not be rescinded or annulled
 within a period of 15 days after there has been given, by registered or certified mail, to the Company by the
 Trustee for such series or to the Company and the Trustee for such series by the Holders of at least 25% in principal amount
 of the Outstanding Securities of such series, or to the Company and the Trustee by the holders of at least 25% of the outstanding
 principal amount of such Debt, a written notice specifying such event of default and requiring the Company to cause such acceleration
 to be rescinded or annulled and stating that such notice is a “Notice of Default”
 hereunder; provided, however, that, subject to the
 provisions of Sections 8.01 and 8.02 hereof, such Trustee shall not be charged with
 knowledge of any such event of default unless a Responsible Officer of such Trustee, in the course of its administration of corporate
 trusts, shall have such actual knowledge of such event of default, or unless written notice of such event of default shall have been
 given to such Trustee by the Company, by the Holder or an agent of the Holder of any Securities of such other series or by the holder or an agent of the holder
 of any such Debt, as the case may be, or by the trustee then acting under this Indenture with respect to
 such other series of Securities or under any mortgage, indenture or instrument, as the case may be, under which such event of default shall have occurred,
 or by the Holders of at least 25% in principal amount of the Outstanding Securities of such series; or

 
	
  

 	
  

 
	
  

 	
           (g) the
 institution by the Company of proceedings to be adjudicated a bankrupt or
 insolvent, or the consent by it to the institution of bankruptcy or
 insolvency proceedings against it, or the filing by it of a petition or
 answer or consent seeking reorganization or relief under the Federal
 Bankruptcy Code or any other applicable Federal or State law, or the consent
 by it to the filing of any such petition or to the appointment of a receiver,
 liquidator, assignee, trustee, sequestrator (or other similar official) of
 the Company or of any substantial part of its property, or the making by it
 of an assignment for the benefit of creditors, or the admission by it in
 writing of its inability to pay its debts generally as they become due, or
 the taking of corporate action by the Company in furtherance of any such
 action; or

 


37









	
  

 	
  

 
	
  

 	
           (h) any
 other Event of Default provided in or pursuant to the authority granted in
 the applicable Board Resolution or in the supplemental indenture under which
 such series of Securities is issued, as the case may be, as contemplated by
 Section 3.01 hereof.

 


          Section 7.02 Acceleration of Maturity; Rescission
and Annulment.


          If an Event
of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in each and every such case, unless the
principal of all of the Securities of such affected series shall have already
become due and payable, the Trustee for such affected series or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
of such affected series may declare the principal amount (or, if the Securities
of such affected series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of such series) of all
the Securities of such affected 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 the same shall become immediately due
and payable, anything in this Indenture or in the Securities of such affected
series or any Board Resolution relating thereto contained to the contrary
notwithstanding.


          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 or entered as hereinafter
in this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of such affected series, by written notice to the
Company and the Trustee for such affected series, may waive all defaults with
respect to such affected Securities and rescind and annul such declaration and
its consequences if


	
  

 	
  

 	
  

 
	
  

 	
           (a) the
 Company has paid or deposited with the Trustee for the Securities of such
 affected series a sum sufficient to pay

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) all
 overdue installments of interest, if any, on all Securities of such series,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) the
 principal of (and premium, if any, on) any and all Securities of such series
 which have become due otherwise than by such declaration of acceleration and
 interest thereon at the Overdue Rate applicable to such series,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) to
 the extent that payment of such interest is lawful, interest upon any overdue
 installment of interest at the Overdue Rate applicable to such series,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) 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 any other amounts due such Trustee under Section 8.07
 hereof; and

 
	
  

 	
  

 	
  

 
	
  

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

 


38






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


          Section 7.03 Collection of Indebtedness and Suits
for Enforcement by Trustee. 


          The Company
covenants that if


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)
 default is made in the payment of all or any part of the principal of (or
 premium, if any, on) any Security of any series at the Maturity thereof, or

 
	
  

 	
  

 
	
  

 	
           (c) default
 is made in the making or satisfaction of any sinking fund payment or
 analogous obligation when the same becomes due pursuant to the terms of the
 Securities of any series,

 


the Company will, upon demand of the Trustee for the Securities of such
affected series, pay to such Trustee, for the benefit of the Holder of any such
Security (or Holders of any such affected series of Securities in the case of
clause (c) above), the whole amount then due and payable on any such Security
(or Securities of any such affected series in the case of clause (c) above) 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 installment of
interest, at the Overdue Rate of any such Security (or Securities of any such
affected series in the case of clause (c) above); 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 any other amounts due such
Trustee under Section 8.07 hereof;


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


          If an Event
of Default occurs and is continuing, the Trustee for the Securities of such
affected series may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Securities of such 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.


39






          Section 7.04 Trustee May File Proofs of Claim.


          The Trustee
for the Securities of any series (irrespective of whether the principal of the
Securities 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, in case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon
the Securities of such series or the property of the Company or of such other
obligor or their creditors,


	
  

 	
  

 
	
  

 	
           (i) to
 file and prove a claim or claims for the whole amount of principal (or, if
 the Securities of such series are Original Issue Discount Securities, such
 portion of the principal amount as may be due and payable with respect to
 such series pursuant to a declaration in accordance with Section 7.02
 hereof), premium, if any, and interest, if any, owing and unpaid in respect
 of the Securities of such series and to file such other papers or documents
 as may be necessary or advisable in order to have the claims of such Trustee
 (including any claim for the reasonable compensation, expenses, disbursements
 and advances of such Trustee, its agents and counsel and any other amounts
 due such Trustee under Section 8.07 hereof) and of the Holders of the
 Securities of such series allowed in such judicial proceeding, and

 
	
  

 	
  

 
	
  

 	
           (ii) 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 to make such payments to the Trustee, for such series, and in the event
that such Trustee shall consent to the making of such payments directly to the
Holders, 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 8.07 hereof.


          Nothing
herein contained shall be deemed to authorize any Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of any series or the rights of any Holder thereof, or to authorize any Trustee
to vote in respect of the claim of any Holder in any such proceeding.


          Section 7.05 Trustee May Enforce Claims without
Possession of Securities.


          All rights
of action and claims under this Indenture or the Securities of any series may
be prosecuted and enforced by the Trustee for the Securities of such series
without the possession of any of the Securities 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 


40






counsel and any other amounts due such Trustee under Section 8.07
hereof, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.


          Section 7.06 Application of Money Collected.


          Any moneys
collected by the Trustee for the Securities of any series pursuant to this
Article 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
several Securities with respect to which such moneys were collected, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:


	
  

 	
  

 
	
  

 	
           FIRST: To
 the payment of all amounts due such Trustee under Section 8.07 hereof;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


          Section 7.07 Limitation on Suits.


          No Holder of any Security of any series 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 other similar
official), or for any other remedy hereunder, unless


	
  

 	
  

 
	
  

 	
           1) an
 Event of Default with respect to such series of Securities shall have
 occurred and be continuing and such Holder previously shall have given to the
 Trustee for the Securities of such affected series written notice of default
 with respect to the Securities of such series and of the continuance thereof;

 
	
  

 	
  

 
	
  

 	
           2) the
 Holders of not less than 25% in principal amount of the Outstanding
 Securities of such affected series shall have made written request to such
 Trustee 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 it against the costs, expenses and liabilities to be incurred
 in compliance with such request;

 
	
  

 	
  

 
	
  

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

 


41









	
  

 	
  

 
	
  

 	
           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 such affected series;

 


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


          Section 7.08 Unconditional Right of Holders to
Receive Principal, Premium and Interest.


          Notwithstanding
any other provision of this Indenture, the Holder of a Security of any series
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium, if any) and (subject to Section 3.09 hereof)
interest, if any, on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.


          Section 7.09 Restoration of Rights and Remedies.


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


          Section 7.10 Rights and Remedies Cumulative.


          No right or
remedy herein conferred upon or reserved to the Trustee for the Securities of
any series or to the Holders of such Securities 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 7.11 Delay or Omission Not Waiver.


          No delay or
omission of the Trustee for the Securities of any series or of the Holders of
such Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to such Trustee or to such 


42






Holders may be exercised from time to time, and as often as may be
deemed expedient, by such Trustee or by such Holders, as the case may be.


          Section 7.12 Control by Holders.


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


	
  

 	
  

 
	
  

 	
           (a) such
 direction shall not be in conflict with any rule of law or with this
 Indenture, unduly prejudice the rights of Holders or involve the Trustee in
 personal liability, and

 
	
  

 	
  

 
	
  

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

 


          Section 7.13 Waiver of Past Defaults.


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


	
  

 	
  

 
	
  

 	
           (a) in
 the payment of the principal of (or premium, if any) or interest, if any, on
 any Security of such series, or in the payment of any sinking fund
 installment or analogous obligation with respect to the Securities of such
 series, or

 
	
  

 	
  

 
	
  

 	
           (b) in
 respect of a covenant or provision hereof that under Article Eleven hereof
 cannot be modified or amended without the consent of the Holder of each
 Outstanding Security 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 7.14 Undertaking for Costs.


          All parties
to this Indenture agree, and each Holder of a Security of any series 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 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 and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 7.14 shall not
apply to any suit instituted by such Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding 


43






Securities of any series, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


          Section 7.15 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 the Securities of any series, but will suffer and
permit the execution of every such power as though no such law had been
enacted.


ARTICLE EIGHT


THE TRUSTEE


          Section 8.01 Certain Duties and Responsibilities.


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) the
 Trustee for such series of Securities shall undertake to perform with respect
 to the Securities of such series 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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) in
 the absence of bad faith on its part, the Trustee for such series may
 conclusively, with respect to the Securities of such series, 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 provision 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 (but need not confirm or investigate the
 accuracy of mathematical calculations or other facts stated therein).

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) In
 case an Event of Default has with respect to the Securities of a series
 occurred and is continuing, the Trustee for the Securities of such series
 shall, with respect to the Securities of such series, 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.

 


44









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  

 	
           (i) this
 Subsection shall not be construed to limit the effect of Subsection (a) of
 this Section 8.01;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) the
 Trustee for the Securities of any series 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 such series pursuant to Section 7.12
 hereof 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; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (d)
 Whether or not therein expressly so provided, every provision of this
 Indenture relating to the conduct or affecting the liability of or affording
 protection to the Trustee shall be subject to the provisions of this Section
 8.01.

 


          Section 8.02 Notice of Defaults.


          Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series which is known to a Responsible Officer of the Trustee
of such series or of which such Trustee has been given written notice, the
Trustee for such series shall transmit by mail to all Holders of the Securities
of such series, as their names and addresses appear in the Securities Register,
notice of such default hereunder with respect to such series 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 principal of
(or premium, if any) or interest, if any, on any Security of such series, or in
the payment of any sinking fund installment, redemption or analogous
obligation, 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
determine that the withholding of such notice is in the interest of such
Holders; and provided, further, that in the case of any default
of the character specified in Section 7.01(d) hereof no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section 8.02, the term “default” means any event that is, or after
notice or lapse of time or both would become, an Event of Default.


45






          Section 8.03 Certain Rights of Trustee.


	
  

 	
  

 
	
  

 	
 Except as otherwise provided in Section 8.01 hereof:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d) the
 Trustee may consult with counsel 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 in reliance thereon;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (f) the
 Trustee shall not be bound to make any investigation into the facts or
 matters stated in any resolution, certificate, statement, instrument,
 opinion, report, notice, request, direction, consent, order, bond, debenture,
 note or other paper or document, but the Trustee, in its discretion, may make
 such further inquiry or investigation into such facts or matters as it may
 see fit, and, if the Trustee shall determine to make such further inquiry or
 investigation, it shall be entitled to examine the books, records and
 premises of the Company, personally or by agent or attorney at the expense of
 the Company and shall incur no liability of any kind by reason of such
 inquiry or investigation;

 
	
  

 	
  

 
	
  

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

 


46









	
  

 	
  

 
	
  

 	
           (h)
 except with respect to Section 12.01, the Trustee shall have no duty to
 inquire as to the performance of the Company with respect to covenants
 contained in Article 12. In addition, the Trustee shall not be deemed to have
 knowledge of an Event of Default except (i) any default or Event of Default
 occurring pursuant to Sections 12.01, 7.01(a) or 7.01(b) or (ii) any default
 or Event of Default of which the Trustee shall have received written
 notification or obtained actual knowledge;

 
	
  

 	
  

 
	
  

 	
           (i)
 delivery of reports, information and documents to the Trustee under Section
 9.04 is for informational purposes only and the Trustee’s receipt of the
 foregoing shall not constitute constructive notice of any information
 contained therein or determinable from information contained therein, including
 the Company’s compliance with any of their covenants hereunder (as to which
 the Trustee is entitled to rely exclusively on Officer’s Certificates);

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (l) 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; and

 
	
  

 	
  

 
	
  

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

 


          Section 8.04 Not Responsible for Recitals or
Issuance of Securities.


          The
recitals contained herein and in the Securities, except the certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee and any Authenticating Agent assume no responsibility for their
correctness. The Trustee and any Authenticating Agent make no representations
as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee and any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.


          Section
8.05 May Hold Securities.


          The
Trustee, any Paying Agent, Securities Registrar, any Authenticating Agent or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities of any series and,
subject to Section 8.08 and Section 8.13 


47





hereof, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Paying Agent, Securities Registrar,
Authenticating Agent or such other agent.


          Section
8.06 Money Held in Trust.


          Money held
by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.


          Section 8.07 Compensation and Reimbursement.



          The Company
agrees


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)
 except as otherwise expressly provided herein, to reimburse the Trustee for
 the Securities of any series 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 and of any
 Authenticating Agent), except any such expense, disbursement or advance as
 shall be determined to have been caused by its own negligence or willful
 misconduct; and

 
	
  

 	
  

 
	
  

 	
           (c) to
 indemnify the Trustee for the Securities of any series and its employees or
 agents for, and to hold them harmless against, any loss, claim, damage, 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
 and performance of their duties hereunder, including the costs and expenses
 (including fees and disbursements of their counsel) of defending themselves
 against any claim 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 8.07,
the Trustee for the Securities of any series shall have a lien prior to the
Securities of all series 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 the particular Securities of any
series. The provisions of this Section 8.07 shall survive any Trustee
succession, including the removal or resignation of the Trustee, and the
satisfaction and discharge of this Indenture. “Trustee” for purposes of this
Section 8.07 shall include any predecessor trustee but the negligence and
willful misconduct of any Trustee shall not affect the rights of any other
Trustee under this Section 8.07.


          When the
Trustee incurs expenses or renders services in connection with an Event of
Default, the expenses (including the reasonable charges and expenses of its
counsel) and the 


48






compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.


          The
provisions of this Section shall survive the termination of this Indenture.


          Section 8.08 Disqualification; Conflicting Interests.


          The Trustee
shall comply with Section 310(b) of the Trust Indenture Act; provided, however,
that there shall be excluded from the operation of Section 310(b)(i) of the
Trust Indenture Act any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Section
310(b)(i) of the Trust Indenture Act are met.


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


          There shall
at all times be a Trustee hereunder for the Securities of each series that
shall be a corporation organized and doing business under the laws of the
United States of America or of any State or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or State authority, and having a corporate trust office
in the Borough of Manhattan, The City of New York, the State of New York, or in
such other city as shall be specified as contemplated by Section 3.01 hereof
with respect to any series of Securities, provided, however, that
there is a corporation in any such city that is willing to act as Trustee upon
reasonable and customary terms. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.09, 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. A different Trustee may be appointed by the
Company for each series of Securities prior to the issuance of such Securities.
If the initial Trustee for any series of Securities is to be other than The
Bank of New York Mellon, the Company and such Trustee shall, prior to the
issuance of such Securities, execute and deliver an indenture supplemental
hereto, which shall provide for the appointment of such Trustee as Trustee for
the Securities of such series and shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee. If at any
time the Trustee for the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section 8.09, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Eight.


          Section 8.10 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 for the Securities of such series
 pursuant to 

 


49









	
  

 	
  

 	
  

 
	
  

 	
 this Article shall become effective until the acceptance of
 appointment by the successor Trustee under Section 8.11 hereof.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (c) The
 Trustee for the Securities of any series may be removed at any time with
 respect to one or more or all such series by Act of the Holders of a majority
 in aggregate principal amount of the Outstanding Securities of such one or
 more series (each voting as a class) delivered to such Trustee and to the
 Company.

 
	
  

 	
  

 	
  

 
	
  

 	
           (d) If at
 any time:

 
	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) such
 Trustee shall cease to be eligible under Section 8.09 hereof and shall fail
 to resign after written request therefor by the Company or by any such Holder
 of Securities, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 such Trustee shall become incapable of acting with respect to the Securities
 of such series 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, (1) the Company by a Board Resolution may
 remove the Trustee, or (2) subject to Section 7.14 hereof, any Holder of a
 Security of such series who has been a bona fide Holder of such Security 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 for such series.

 
	
  

 
	
  

 	
           (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
 resolution of the Board of Directors, shall promptly appoint a successor
 Trustee for the Securities of such series. If, within one year after such
 resignation, removal or incapability, or the occurrence of such vacancy, a
 successor Trustee for the Securities of such series shall be appointed by Act
 of the Holders of a majority in principal amount of the Outstanding
 Securities of such series 

 


50









	
  

 	
  

 
	
  

 	
 delivered to the Company and the retiring Trustee, the successor Trustee
 so appointed shall, forthwith upon its acceptance of such appointment, become
 the successor Trustee for such series and supersede the successor Trustee
 appointed by the Company. If no successor Trustee for the Securities of such
 series shall have been so appointed by the Company or such Holders and
 accepted appointment in the manner hereinafter provided, 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 appointment of a successor Trustee
 for the Securities of such series.

 
	
  

 	
  

 
	
  

 	
           (f) The
 Company shall give notice of each resignation and each removal of the Trustee
 for the Securities of any series and each appointment of a successor Trustee
 for the Securities of such series by mailing written notice of such event by
 first-class mail, postage prepaid, to the Holders of the Securities of such
 series as their names and addresses appear in the Securities Register. Each
 notice shall include the name of such successor Trustee and the address of
 its Corporate Trust Office.

 
	
  

 	
  

 
	
           Section
 8.11 Acceptance
 of Appointment by Successor.

 
	
  

 	
  

 
	
           Every
 successor Trustee appointed hereunder shall execute, acknowledge and deliver
 to the Company and to the retiring Trustee an instrument accepting such
 appointment, and thereupon the resignation or removal of the retiring Trustee
 shall become effective and such successor Trustee, without any further act,
 deed or conveyance, shall become vested with all the rights, powers, trusts
 and duties of the retiring Trustee; but, on request of the Company or the
 successor Trustee, such retiring Trustee shall, upon payment of its charges,
 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, subject nevertheless to its lien, if any,
 provided for in Section 8.07 hereof. 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.

 
	
  

 	
  

 
	
           In case
 of the appointment hereunder of a successor Trustee for the Securities of one
 or more (but not all) series, the Company, the predecessor Trustee and each
 successor Trustee for the Securities of any applicable series shall execute
 and deliver an indenture supplemental hereto which shall contain such
 provisions as shall be deemed necessary or desirable to confirm that all the
 rights, powers, trusts and duties of the predecessor Trustee for the
 Securities of any series as to which the predecessor Trustee is not retiring
 shall continue to be vested in the predecessor Trustee, and shall add to or
 change any of the provisions of this Indenture as shall be necessary to
 provide for or facilitate the administration of the trusts hereunder by more
 than one Trustee; it being understood that nothing herein or in such
 supplemental indenture shall constitute such Trustees co-trustees of the same
 trust and that each such Trustee shall be trustee of a trust or trusts
 hereunder separate and apart from any trust or trusts hereunder administered
 by any other such Trustee.

 


51









	
  

 
	
           No
 successor Trustee for the Securities of any series shall accept its
 appointment unless at the time of such acceptance such successor Trustee shall
 be qualified under Section 310(b) of the Trust Indenture Act and eligible
 under Section 8.09.

 
	
  

 
	
           Section 8.12 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
 the Trustee for such series hereunder, provided, however, that
 such corporation shall be, with respect to such series, 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 of any series shall have been authenticated, but not delivered, by
 the Trustee for such series or an 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 8.13 Preferential Collection of Claims against Company.

 
	
  

 
	
           The
 Trustee shall comply with Section 311(a) of the Trust Indenture Act with respect
 to each series of Securities for which it is Trustee.

 
	
  

 
	
           Section 8.14 Authenticating Agent.

 
	
  

 
	
           The
 Trustee for a series of securities may appoint an Authenticating Agent for
 such series that shall be acceptable to the Company, to act on behalf of such
 Trustee and subject to its direction in connection with the authentication of
 the Securities of such series. Each Authenticating Agent shall at all times
 be a corporation organized and doing business under the laws of the United
 States of America or of any State or the District of Columbia, authorized
 under such laws to exercise corporate trust powers, having a combined capital
 and surplus of at least $50,000,000, and subject to supervision or
 examination by Federal or State authority. If such corporation publishes
 reports of condition at least annually, pursuant to law or to the
 requirements of the aforesaid supervising or examining authority, then for
 the purposes of this Section 8.14 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.

 
	
  

 
	
           Securities
 of any series authenticated by the Authenticating Agent for the Securities of
 such series shall be entitled to the benefits of this Indenture and shall be
 valid and obligatory for all purposes as if authenticated by the Trustee for
 the Securities of such series. Whenever reference is made in this Indenture
 to the authentication and delivery of Securities of any series by the Trustee
 for the Securities of such series or such Trustee’s certificate of
 authentication, such reference shall be deemed to include authentication and
 delivery on behalf of such Trustee by the Authenticating Agent for such
 series and a certificate of authentication executed on behalf of such Trustee
 by such Authenticating Agent.

 


52





          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, conversion or consolidation to which any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent with
respect to the Securities of all series for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for the Securities of such series or such Authenticating
Agent.


          Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the applicable Trustee and to the Company. The Trustee for the
Securities of any series may at any time terminate the agency of any
Authenticating Agent for such series by giving written notice of termination to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.14, with respect to the Securities of one or more
or all series, the Trustee for such series may appoint a successor
Authenticating Agent that shall be acceptable to the Company, and upon doing so
shall give written notice of such appointment to the Company and shall mail
notice of such appointment to all Holders of the Securities of such series as
the names and addresses of such Holders appear upon the Securities Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder with like effect as if originally appointed as
Authenticating Agent hereunder. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.14.


          The Trustee
for the Securities of each series agrees to pay to the Authenticating Agent for
the Securities of such series from time to time reasonable compensation for its
services, and each such Trustee shall be entitled to be reimbursed for such
payments subject to the provisions of Section 8.07 hereof.


ARTICLE NINE


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


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


          The Company
will furnish or cause to be furnished to the Trustee for the Securities of each
series (a) semi-annually, on a date not more than 15 days after each regular
record date with respect to an Interest Payment Date, if any, for the
Securities of such series, and (b) on semi-annual dates in each year to be
determined pursuant to Section 3.01 hereof if the Securities of such series do
not bear interest and (c) at such other times as such Trustee may request in
writing, within 30 days after receipt by the Company of any such request, 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
the Securities of such series, obtained since the date as of which the next previous
list, if any, was furnished. Any such list may be dated as of a date not more
than 15 days prior to the time such information is furnished or caused to be
furnished and need not


53





 include information received
after such date; provided, however, that as long as such Trustee is the
Securities Registrar for such series, no such list shall be required to be
furnished.


          Section
9.02 Preservation of Information;
Communications to Holders.


	
  

 	
  

 
	
  

 	
           (a) The
 Trustee for the Securities of each series 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 list furnished to such
 Trustee as provided in Section 9.01 hereof or in the Securities Register if
 such Trustee be the Securities Registrar for such series and the names and
 addresses of Holders received by such Trustee in its capacity as Paying Agent
 for such series. Such Trustee may destroy any list furnished to it as
 provided in Section 9.01 hereof upon receipt of a new list so furnished.

 
	
  

 	
  

 
	
  

 	
           (b) If
 three or more Holders of the Securities of any series (hereinafter referred
 to as “applicants”)
 apply in writing to the Trustee for such series or the Trustee for any other
 series, furnish to such Trustee reasonable proof that each such applicant has
 owned a Security of a 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 any series with respect to their
 rights under this Indenture or under the Securities of any 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 Subsection (a) of this Section 9.02, or

 
	
  

 	
  

 
	
  

 	
           (ii)
 inform such applicants as to the approximate number of such Holders whose
 names and addresses appear in the information preserved at the time by such
 Trustee in accordance with Subsection (a) of this Section 9.02, 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 such
Trustee shall elect not to afford such applicants access to such information,
such Trustee shall upon the written request of such applicants, mail to each
Holder to whom the applicant desires to communicate whose name and address
appear in the information preserved at the time by such Trustee in accordance
with Subsection (a) of this Section 9.02, 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 such Holders 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


54





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, by receiving and holding the same, agrees with the
 Company and the Trustee that neither the Company nor the Trustee, nor any
 agent of the Company or the Trustee, shall be held accountable by reason of
 the disclosure of any such information as to the names and addresses of the
 Holders in accordance with Subsection (b) of this Section 9.02, 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 Subsection (b) of this Section 9.02.

 


          Section
9.03 Reports by Trustee.


          Within 60
days after the first May 15 that occurs not less than 60 days following the
first date of issuance of the Securities of any series under this Indenture and
within 60 days after May 15 in every year thereafter, the Trustee for the
Securities of such series shall transmit by mail to all Holders of such series,
as their names and addresses appear in the Securities Register, a brief report
dated as of such May 15 required by, and in compliance with the provisions of,
Section 313(a) of the Trust Indenture Act and at such other times in such manner
such other reports as may be required by Section 313 of the Trust Indenture Act
in each case with respect to the Securities of such series. A copy of each such
report shall, at the time of such transmission to such Holders, be filed by
such Trustee with each stock exchange upon which such Securities are listed and
also with the Commission. The Company will notify such Trustee when such
Securities are listed on any stock exchange.


          Section
9.04 Reports by Company. 


          The Company
will


	
  

 	
  

 
	
  

 	
           (a) file
 with the Trustee for the Securities of each 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) that the Company may be required to
 file with the Commission pursuant to Section 13 or Section 15(d) of the
 Exchange Act; 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 that may be
 required pursuant to Section 13 of the Exchange Act in respect of a security
 listed and registered on a national securities exchange as may be prescribed
 from time to time in such rules and regulations;

 
	
  

 	
  

 
	
  

 	
           (b)
 file with such Trustee and the Commission, in accordance with rules and
 regulations prescribed from time to time by the Commission, such additional
 information,

 


55









	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 
	
  

 	
           (c)
 transmit by mail to all Holders, as their names and addresses appear in the
 Securities Register, within 30 days after the filing thereof with the
 Trustee, such summaries of any information, documents and reports required to
 be filed by the Company pursuant to paragraphs (a) and (b) of this Section
 9.04 as may be required by rules and regulations prescribed from time to time
 by the Commission.

 


ARTICLE TEN


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


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


          The Company
shall not consolidate with or merge into any other Person or convey, transfer
or lease all or substantially all of its properties and assets to any Person or
group of Persons and the Company shall not permit any Person to consolidate
with or merge into the Company or convey, transfer or lease all or substantially
all of its properties and assets to the Company, unless:


	
  

 	
  

 
	
  

 	
           1) in
 case the Company shall consolidate with or merge into another Person or
 convey, transfer or lease all or substantially all of its properties and
 assets to any Person, the Person formed by such consolidation or into which
 the Company is merged or the Person which acquires by conveyance, transfer or
 lease, all or substantially all of the properties and assets of the Company,
 shall be a corporation, partnership or trust 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, in form satisfactory to the Trustee,
 the due and punctual payment of the principal of (and premium, if any) and
 interest on all the Securities 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, and treating any
 indebtedness which becomes an obligation of the Company or a Subsidiary as a
 result of such transaction as having been incurred by the Company or such
 Subsidiary at the time of such transaction, no Event of Default, and no event
 that, after notice or lapse of time, or both, would become an Event of
 Default, shall have occurred and be continuing; and

 
	
  

 	
  

 
	
  

 	
           3) the
 Company has delivered to such Trustee an Officer’s Certificate and an Opinion
 of Counsel, each stating that such consolidation, merger, conveyance,
 transfer or lease and, if a supplemental indenture is required in connection
 with such transaction, such supplemental indenture comply with this Article
 and that all conditions precedent herein provided for relating to such
 transaction have been complied with.

 


56





          The
provisions of this Section 10.01 shall not be applicable to a merger or
consolidation in which the Company is the surviving corporation.


          Section
10.02 Successor Corporation Substituted.


          Upon any
consolidation by the Company with or merger by the Company into any other
Person or any conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 10.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.


ARTICLE ELEVEN


SUPPLEMENTAL INDENTURES


          Section
11.01 Supplemental Indentures without
Consent of Holders.


          Without the
consent of any Holders, the Company, when authorized by or pursuant to the
authority granted in a resolution of its Board of Directors, and the Trustee
for the Securities of any or all series, 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:


	
  

 	
  

 
	
  

 	
           (a) to
 evidence the
 succession of another corporation
 to the Company, and the assumption
 by any such successor of the covenants
 of the Company herein and in the
 Securities contained: or

 
	
  

 	
  

 
	
  

 	
           (b) to
 add to or modify the covenants or Events of Default of the Company, for the
 benefit of the Holders of the Securities of any or all series; or

 
	
  

 	
  

 
	
  

 	
           (c) to
 convey, transfer, assign, mortgage or pledge any property to or with such
 Trustee or to surrender any right or power herein conferred upon the Company,
 and to modify or eliminate any of the provisions of this Indenture, provided
 that any such modification 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

 
	
  

 	
  

 
	
  

 	
           (d) to
 establish the form or terms of the Securities of any series as permitted by
 Section 2.01 or Section 3.01 hereof; or

 
	
  

 	
  

 
	
  

 	
           (e) to
 add to or change any of the provisions of this Indenture as is necessary or
 advisable to facilitate the issuance of Securities of any series in bearer
 form, registrable or nonregistrable as to principal and with or without
 interest coupons, and to provide for exchangeability of such Securities with
 the Securities of the same series 

 


57









	
  

 	
  

 
	
  

 	
 issued hereunder in fully registered form and to make all appropriate
 changes for such purpose, or to permit or facilitate the issuance of
 Securities in uncertificated form; or

 
	
  

 	
  

 
	
  

 	
           (f) to
 add to or 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 or on the delivery of bearer Securities, or to
 permit bearer Securities to be issued in exchange for bearer Securities of
 other authorized denominations, provided any such action shall not
 adversely affect the interests of the Holders of bearer Securities of any
 series or any related coupons in any material respect unless such amendment
 is required to comply with the Bearer Rules; or

 
	
  

 	
  

 
	
  

 	
           (g) to
 cure any ambiguity or make any other provisions with respect to matters or
 questions arising under this Indenture that shall not adversely affect the
 interests of the Holders in any material respect; provided that any
 modification or amendment to this Indenture made solely to conform the
 provisions of this Indenture or the Securities of any series to the description
 contained in the “Description of Notes” section or other analogous section of
 an Offering Circular with respect to such series of Securities shall be
 deemed not to adversely affect the interests of the Holders of the Securities
 of such series in any material respect; or

 
	
  

 	
  

 
	
  

 	
           (h) to
 evidence and provide
 for the acceptance of appointment hereunder of a Trustee other than The Bank of New York Mellon, 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 8.09 hereof;

 
	
  

 	
  

 
	
  

 	
           (i) to
 evidence and provide for the acceptance of appointment hereunder by a
 successor Trustee with respect to the Securities of one or more series or 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
 8.11 hereof;

 
	
  

 	
  

 
	
  

 	
           (j) to
 evidence any changes
 to Section 8.10 permitted by the terms thereof;

 
	
  

 	
  

 
	
  

 	
           (k) to
 add to or modify
 the provisions hereof as may be necessary or desirable to provide for the denomination of Securities in Foreign Currencies that shall not adversely affect the interests of the Holders of the
 Securities in any material respect;

 
	
  

 	
  

 
	
  

 	
           (l) to
 supplement any of
 the provisions of this Indenture to such extent as is necessary to permit or facilitate the defeasance and discharge
 of any series of Securities pursuant to Section 6.01 or 6.02, provided, however, that any such action shall not adversely affect
 the interests of the Holders
 of Securities of such series or any other series of Securities in any material respect;

 
	
  

 	
  

 
	
  

 	
           (m) to
 add to, change or eliminate any of the provisions of this Indenture;
 provided, that any such addition, change or elimination (i) shall become
 effective only 

 


58









	
  

 	
  

 
	
  

 	
 when no Security of any series entitled to the benefits of such
 provision and issued prior to the execution of such supplemental indenture is
 outstanding or (ii) shall not apply to any outstanding Security;

 
	
  

 	
  

 
	
  

 	
           (n) to
 modify, eliminate or add to the provisions of the Indenture as necessary so
 as to qualify it under any applicable federal law; or

 
	
  

 	
  

 
	
  

 	
           (o) to
 prohibit the authentication and delivery of additional series of Securities.

 


          Section 11.02 Supplemental Indentures with Consent of Holders.


          Subject to
Sections 7.12 and 7.13 hereof, with the consent of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of each
series affected thereby, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,


	
  

 	
  

 
	
  

 	
           (a)
 change the Stated Maturity of the principal of, or any installment of interest on, any
 Security, or reduce the principal amount thereof or the interest thereon, or any premium payable on the redemption thereof, or change the Place of Payment, or the coin or currency in which
 any Security or the interest, if any, thereon is payable, or reduce the amount of the principal of an Original Issue Discount Security that would
 be due and payable upon an acceleration of the Maturity thereof or adversely affect the right of repayment,
 if any, at the option of the Holder, or reduce the amount of, or postpone
 the date fixed for, any payment under the sinking fund for any Security, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on
 or after the Redemption Date), or

 
	
  

 	
  

 
	
  

 	
           (b)
 reduce the percentage
 in principal amount of the Outstanding Securities of any series, 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

 
	
  

 	
  

 
	
  

 	
           (c)
 modify any of the provisions of this Section 11.02 or Section 7.13 hereof, 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, or

 
	
  

 	
  

 
	
  

 	
           (d)
 subordinate the indebtedness
 evidenced by the Securities to
 any other indebtedness of the Company.

 


59





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


          It shall
not be necessary for any Act of Holders under this Section 11.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


          Section
11.03 Execution
of Supplemental Indentures.


          In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article Eleven or the modifications thereby of the
trusts created by this Indenture, the Trustee for the Securities of any series
shall be provided with, and (subject to Section 8.01 hereof) shall be fully
protected in relying upon, an Opinion of Counsel and an Officer’s Certificate
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. Such Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects such Trustee’s own
rights, liabilities, duties or immunities under this Indenture or otherwise.


          Section
11.04 Notice of Supplemental Indenture.


          Promptly
after the execution by the Company and the appropriate Trustee of any
supplemental indenture pursuant to Section 11.02 hereof, the Company shall
transmit by mail to all Holders of any series of the Securities affected
thereby, as their names and addresses appear in the Securities Register, a
notice setting forth in general terms the substance of such supplemental
indenture.


          Section
11.05 Effect of Supplemental Indentures.


          Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith but only with respect to the
Securities of each series affected by such supplemental indenture, and such
supplemental indenture shall form a part of this Indenture for all purposes
with respect to such series; and every Holder of Securities of any such series
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


          Section
11.06 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
11.07 Reference in Securities to
Supplemental Indentures.


          Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee for the


60





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 so modified as to conform, in the
opinion of such Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by or on behalf of such Trustee in exchange for Outstanding Securities
of the same series.


ARTICLE TWELVE


COVENANTS


          Section
12.01 Payment of Principal, Premium and
Interest.


          The Company
will duly and punctually pay the principal of, premium, if any, and interest,
if any, on the Securities of each series in accordance with the terms of such
Securities established as contemplated by Section 3.01 of this Indenture.


          Section
12.02 Maintenance of Office or Agency.


          The Company
will maintain, in each Place of Payment for any series of Securities, an office
or agency where Securities of any series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be served;
provided, however, that at the option of the Company payment of interest may be
made (subject to collection) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. With
respect to the Securities of any series, such office or agency and each Place
of Payment shall be as specified as contemplated by Section 3.01. In the
absence of any such provisions with respect to Securities of any series, (i)
the Place of Payment for such Securities shall be in the city in which the
Corporate Trust Office of the Trustee for such series shall be located and (ii)
such office or agency in such Place of Payment shall initially be the Corporate
Trust Office of such Trustee for such series. The Company will give prompt
written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee for the Securities of
each series with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of such
Trustee, and the Company hereby appoints such Trustee for such series of
Securities its agent to receive all such presentations, surrenders, notices and
demands with respect to the Securities of such series.


          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 such purposes specified above,
and may from time to time rescind such designation; 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
purposes.


61





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


          If the
Company shall at any time act as its own Paying Agent, 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 any series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest, 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 of such series of its failure so to act.


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


          The Company
will cause each Paying Agent for the Securities of any series other than the
Trustee for such series to execute and deliver to such Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 12.03, that such Paying Agent will


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c) at
 any time during the continuance 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 with respect to Securities of any series or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee for the Securities of the appropriate 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
12.04 Payment of Taxes and Other Claims.


          The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all taxes, assessments and governmental charges levied
or imposed 


62





upon the Company or upon the income, profits or property of the
Company, and (b) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.  


          Section
12.05 Statement as to Compliance.


          The Company
will file with the Trustee within four months after the close of each fiscal
year (which, until the Company shall otherwise notify the Trustee, shall be
deemed to be the calendar year) a brief certificate, which need not comply with
Section 1.02 hereof, from the principal executive, financial or accounting
officer of the Company as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture (without regard to any
period of grace or requirement of notice provided in this Indenture).


          Section 12.06 Corporate Existence.


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


          Section
12.07 Restrictions on the Creation of
Mortgages and Liens.


	
  

 	
  

 
	
  

 	
           (a) The Company will not at any time
 directly or indirectly create, assume, incur, or suffer to be
 created, assumed, or incurred or to exist any mortgage, pledge,
 encumbrance or lien of any kind
 (except for any bona fide option or agreement to sell) (a “Lien”) upon (1) any shares of capital stock owned by the Company of any of the Principal Subsidiaries (other
 than directors’ qualifying shares) or (2)
 any shares of capital stock owned
 by the Company of a Subsidiary of the Company that owns, directly or indirectly, capital stock of any of the
 Principal Subsidiaries (other than directors’ qualifying shares)
 without making effective provision whereby
 the Securities (and any other indebtedness of the Company or such Subsidiary
 entitled to the benefit of a covenant similar to the covenant contained in this Section 12.07, subject to applicable
 priorities of payment)
 will be secured by such Lien equally
 and ratably with any and all other obligations thereby secured, so long as any such other obligations
 and indebtedness shall be so secured; provided, however, that notwithstanding the foregoing, the Company may incur or suffer
 to be incurred or to exist upon
 such capital stock (A) Liens for taxes,
 assessments or other
 governmental charges or levies
 that are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested by the Company in good faith by
 appropriate proceedings, or (B) the Liens of any judgment, if such judgment shall not have remained undischarged, or unstayed on appeal or otherwise,
 for more than 60 days.

 


63









	
  

 	
  

 
	
  

 	
           (b) The
 provisions of Section 12.07(a) shall cease to be binding on the Company with
 respect to any series of the Securities to which such provisions are
 applicable and shall be of no further force and effect from and after the
 ninety-first day after the date of the deposit referred to in paragraph (1)
 below; provided that the following conditions shall have been satisfied:

 






	
  

 	
  

 
	
  

 	
           (1) the
 Company has deposited or caused to be deposited with the Trustee irrevocably
 as trust funds in trust, specifically pledged as security for, and dedicated
 solely to, the benefit of the Holders of all Outstanding Securities of such
 series, with reference to this Section 12.07(b), (i) money in an amount in the
 currency in which the Securities are denominated or (ii) U.S. Government
 Obligations in the case of Securities denominated in Dollars or obligations
 issued or guaranteed by the government which issued the currency in which the
 Securities are denominated in the case of Securities denominated in a Foreign
 Currency, which through the payment of interest and principal in respect
 thereof in accordance with their terms will provide not later than the
 opening of business on the due date of any payment referred to in this
 paragraph (1) money in an amount in the currency in which the Securities are
 denominated, or (iii) a combination thereof, sufficient, in the opinion of a
 nationally recognized firm of independent public accountants expressed in a
 written certification thereof delivered to the Trustee, to pay and discharge
 the entire indebtedness on all Outstanding Securities or such series for
 principal (and premium, if any) and interest, if any to the Stated Maturity
 as such principal (and premium, if any) or interest, if any, becomes due and
 payable in accordance with the terms of this Indenture and the Securities of
 such series; provided, however, the Company shall not make or cause to be
 made the deposit provided by this clause (1) unless the Company shall have delivered
 to the Trustee an Opinion of Counsel to the effect that there will not occur
 any violation of the Investment Company Act of 1940, as amended, on the part
 of the Company, the trust funds representing such deposit or the Trustee as a
 result of such deposit and related exercise of the Company’s option under
 this Section 12.07(b);

 
	
  

 	
  

 
	
  

 	
           (2) the
 Company has paid or caused to be paid all other sums payable hereunder by the
 Company in connection with the Outstanding Securities of such series, including
 all fees and expenses of the Trustee for such series; and

 
	
  

 	
  

 
	
  

 	
           (3) the
 Company has delivered to the Trustee an Officer’s Certificate and an Opinion
 of Counsel, each stating that all conditions precedent herein provided for
 relating to the foregoing relief from the covenant contained in Section
 12.07(a) have been complied with.

 


          Subject to
the provisions of Section 6.05 hereof, all money, U.S. Government Obligations
and other government obligations deposited with the Trustee for the Securities
of any series pursuant to paragraph (1) of this Subsection and all money
received by the Trustee in respect of U.S. Government Obligations and such
other government obligations deposited with the Trustee for the Securities of
any series pursuant to said paragraph (1) shall be held in trust and applied by


64





the Trustee, in accordance with the provisions of the Securities of
such series and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent), of the
principal of (and premium, if any) and interest, if any, on the Securities of
such series; but such money need not be segregated from other funds except to
the extent required by law. Compliance with the provisions of this Section
12.07(b) shall not relieve the Company of its obligation to make payments of
principal of and interest, if any, on the Securities of such series or, except
with respect to Section 12.07(a), of any other of its obligations under this
Indenture and the Securities of such series.


          The Trustee
shall deliver or pay to the Company from time to time upon Company request any
U.S. Government Obligations, other government obligations or money held by it
as provided in this Section 12.07(b) which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the
amount thereof which then would have been required to be deposited for the purpose
for which such U.S. Government Obligations, other government obligations or
money were deposited or received.


          Section
12.08 Permit No Vacancy in Office of
Trustee.


          The
Company, whenever necessary to avoid or fill a vacancy in the office of the
Trustee for the Securities of any series, will appoint, in the manner provided
in Section 8.10 hereof, a Trustee for the Securities of such series, so that
there shall at all times be a Trustee for the Securities of every series
hereunder.


          Section
12.09 Other Instruments and Acts.


          The Company
will, as necessary or upon the request of the Trustee for the Securities of any
series, execute and deliver such further instruments and do such further acts
as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture.


          Section
12.10 Waiver.


          Without
limitation of the rights of the Holders and the Company with respect to waivers
and amendments set forth in Sections 7.13 and 11.02, the Company may omit in
any particular instance to comply with a covenant or provision hereof which
non-compliance could constitute a default hereunder (other than (i) a covenant
or provision with respect to the payment of the principal of (or premium, if
any) or interest, if any, on any Security of any series, or in payment of any
sinking fund installment or analogous obligation with respect to the Securities
of such series or (ii) a covenant or condition which under Article Eleven
hereof cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected), if before or after the time for such compliance
the Holders of at least a majority in principal amount of the Securities at the
time Outstanding of any series affected by the omission shall, 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 provision 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 of each such series in respect of any such
covenant or provision shall remain in full force and effect.


65





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


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN
 EXPRESS COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/DAVID L.
 YOWAN

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: David
 L. Yowan

 
	
  

 	
  

 	
 Title:
 Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK
MELLON, as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/SHERMA
 THOMAS

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Sherma
 Thomas

 
	
  

 	
  

 	
 Title:
 Senior Associate

 









APPENDIX A


FOR OFFERINGS TO QUALIFIED INSTITUTIONAL
BUYERS PURSUANT TO RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S.


PROVISIONS RELATING TO INITIAL SECURITIES

AND EXCHANGE SECURITIES


          1.
Definitions.


          1.1
Definitions.


          For
the purposes of this Appendix A the following terms shall have the meanings
indicated below:


                    “Definitive
Security” means a certificated Initial Security or Exchange Security bearing,
if required, the applicable restricted securities legend set forth in Section
2.2.


                    “Exchange
Securities” means securities issued in exchange for Initial Securities pursuant
to this Indenture pursuant to a Registered Exchange Offer.


                    “Initial
Securities” means securities issued from time to time in one or more series as
provided for in this Indenture to QIBs in reliance on Rule 144A and in
reliance on Regulation S.


                    “QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


                    “Registered
Exchange Offer” means an offer by the Company pursuant to a Registration Agreement,
with respect to one or more series of Securities issued from time to time
pursuant to this Indenture, to certain Holders of Initial Securities of such
series, of a like aggregate principal amount of Exchange Securities of each
series registered under the Securities Act in exchange for such Initial
Securities. 


                    “Registration
Agreement” means one or more exchange and registration rights agreements
entered into by the Company and the initial purchasers, in the case of an
offering of securities for cash, or dealer managers acting on behalf of the
holders, in the case of an exchange offer, as the case may be, of one or more
series of Securities issued from time to time pursuant to this Indenture or any
similar agreement relating to Initial Securities of each series. 


                    “Securities
Act” means the Securities Act of 1933, as amended.


A-1





                    “Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depository) or any successor person thereto, who shall initially be the
Trustee.


                    “Shelf
Registration Statement” means a registration statement issued by the Company in
connection with the offer and sale of Initial Securities pursuant to a
Registration Agreement. 


                    “Transfer
Restricted Securities” means, with respect to each series of Securities issued
from time to time pursuant to this Indenture, Definitive Securities and any
other Securities that bear or are required to bear one of the legends set forth
in Section 2.2 hereto.


          1.2
Other Definitions


	
  

 	
  

 	
  

 
	
 Term

 	
  

 	
 Defined in 

 Section:

 
	

 


 	
  

 	

 


 
	
  

 
	
 “Global
 Securities”

 	
  

 	
 2.1(b)

 
	
 “Regulation
 S”

 	
  

 	
 2.1(a)

 
	
 “Regulation
 S Global Security”

 	
  

 	
 2.1(b)

 
	
 “Rule 144A”

 	
  

 	
 2.1(a)

 
	
 “Rule 144A
 Global Security”

 	
  

 	
 2.1(b)

 



          2.
The Securities.


          2.1
Form and Dating.


                    (a)
Initial Securities of one or more series issued from time to time pursuant to
this Indenture will be issued only to QIBs in reliance on Rule 144A under
the Securities Act (“Rule 144A”) and in reliance on Regulation S under the
Securities Act (“Regulation S”). Initial Securities may thereafter be
transferred to, among others, QIBs and purchasers in reliance on Regulation S,
subject to the restrictions on transfer set forth herein.


                    (b)
Global Securities. Initial Securities of a series initially issued to
persons in reliance on Rule 144A shall be issued initially in the form of
one or more permanent global securities in definitive, fully registered form
(collectively, the “Rule 144A Global Security”) and Initial Securities
initially issued to persons in reliance on Regulation S shall be issued
initially in the form of one or more global securities (collectively, the
“Regulation S Global Security”), in each case without interest coupons and with
the global securities legend set forth in Section 3.05(c) of this Indenture and
the applicable restricted securities legend set forth in Section 2.2 of this
Appendix A, which shall be deposited on behalf of the initial recipients of the
Initial Securities represented thereby with the Securities Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as provided in this
Indenture. The Rule 144A Global Security and Regulation S Global
Security are together referred to in this Appendix as “Global Securities.” The
aggregate principal amount of the Global Securities 


A-2





may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee as hereinafter provided.


          2.2
Legends.


                    (a)
Except as permitted by the following paragraphs (c), (d) and (e), each
certificate evidencing the Global Securities and the Definitive Securities of
any series of Securities issued from time to time pursuant to this Indenture
(and all Securities issued in exchange therefor or in substitution thereof),
except for those issued to non-U.S. persons under Regulation S under
the Securities Act, shall bear a legend in substantially the following form:


	
  

 	
  

 
	
  

 	
 “THIS
 SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
 OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
 HEREIN MAY BE RESOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH
 REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
 SUCH REGISTRATION. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES ON
 ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
 PURCHASED SECURITIES, THAT THIS SECURITY OR ANY INTEREST OR PARTICIPATION
 HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
 (I) TO AMERICAN EXPRESS COMPANY (THE “ISSUER”) OR ANY OF ITS
 SUBSIDIARIES, (II) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
 PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE
 SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
 RULE 144A) IN ACCORDANCE WITH RULE 144A, (III) IN AN OFFSHORE
 TRANSACTION TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR 904 OF
 REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
 FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
 AVAILABLE), OR ANY OTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION, OR
 (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
 ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
 LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE
 HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES THAT IT
 WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
 REFERRED TO ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY
 ONLY WITH THE CONSENT OF THE ISSUER.

 


A-3









	
  

 	
  

 
	
  

 	
 BY ITS
 ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE
 REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED
 BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN
 EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE
 RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN,
 INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION
 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
 OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
 LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
 (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
 INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR
 (II) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR
 GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
 OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR
 LAWS.”

 
	
  

 	
  

 
	
                     (b)
 Except as permitted by the following paragraphs (c), (d) and (e), each
 certificate evidencing the Global Securities and the Definitive Securities of
 any series of Securities issued from time to time pursuant to this Indenture
 (and all Securities issued in exchange therefor or in substitution thereof),
 issued to non-U.S. persons under Regulation S under the Securities
 Act shall bear a legend in substantially the following form:

 
	
  

 	
  

 
	
  

 	
 “THIS
 SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
 OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
 HEREIN MAY BE RESOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH
 REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
 SUCH REGISTRATION. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES ON
 ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
 PURCHASED SECURITIES, THAT THIS SECURITY OR ANY INTEREST OR PARTICIPATION
 HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
 (I) TO AMERICAN EXPRESS COMPANY (THE “ISSUER”) OR ANY OF ITS SUBSIDIARIES,
 (II) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE SELLER
 REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
 144A) IN ACCORDANCE WITH RULE 144A, (III) IN AN OFFSHORE TRANSACTION TO
 A NON-U.S. PERSON IN 

 


A-4









	
  

 	
  

 
	
  

 	
 ACCORDANCE
 WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT,
 (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM
 SUCH REGISTRATION, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
 STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE
 WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
 OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS
 SECURITY, REPRESENTS AND AGREES THAT IT IS NOT A U.S. PERSON NOR IS IT
 PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
 SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
 SECURITIES ACT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ONLY
 WITH THE CONSENT OF THE ISSUER.

 
	
  

 	
  

 
	
  

 	
 BY ITS
 ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE
 REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED
 BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN
 EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE
 RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN,
 INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION
 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
 OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
 LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
 (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
 INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR
 (II) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR
 GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
 OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR
 LAWS.”

 



                    (c)
Upon any sale or transfer of a Transfer Restricted Security of any series of
Securities issued from time to time pursuant to this Indenture (including any
Transfer Restricted Security represented by a Global Security) pursuant to Rule
144 under the Securities Act:


	
  

 	
  

 
	
  

 	
           (i)
 in the case of any Transfer Restricted Security that is a Definitive
 Security, the Securities Registrar shall permit the Holder thereof to
 exchange such Transfer Restricted Security for a Security of such series that
 does not bear the legend set forth in Sections 2.2(a) or (b), as the case may
 be, of this 

 


A-5









	
  

 	
  

 
	
  

 	
 Appendix A
 and rescind any restriction on the transfer of such Transfer Restricted
 Security; and

 
	
  

 	
  

 
	
  

 	
           (ii)
 in the case of any Transfer Restricted Security that is represented by a
 Global Security, the Securities Registrar shall permit the Holder thereof to
 exchange such Transfer Restricted Security for a Security of such series that
 does not bear the legend set forth in Sections 2.2(a) or (b), as the case may
 be, of this Appendix A and rescind any restriction on the transfer of such
 Transfer Restricted Security,

 



in either
case, if the Holder certifies in writing to the Securities Registrar that its
request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth in Appendix B hereto and, if
requested by the Company or the Trustee, provides an opinion of counsel as to
the legality of such transfer and the rescission of restrictions on transfer
pursuant to clauses (i) or (ii) of this Section 2.2(c), as the case may be).


                    (d)
After a transfer of any Initial Securities of any series of Securities issued
from time to time pursuant to this Indenture during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial
Securities of such series, if such a transfer of Initial Securities is
registered pursuant to such Shelf Registration Statement all requirements pertaining
to restricted securities legends on such Initial Security will cease to apply,
and an Initial Security of such series in global form without restricted
security legends will be available to the transferee of the beneficial
interests of such Initial Securities of each series. Upon the effectiveness of
a Shelf Registration Statement the Company will deliver an Officers’
Certificate to the Trustee instructing the Trustee to issue Securities of such
series without restricted security legends upon the registered transfer
thereof.


                    (e)
Upon the consummation of a Registered Exchange Offer with respect to the
Initial Securities of any series of Securities issued from time to time
pursuant to this Indenture pursuant to which certain Holders of such Initial Securities
of such series are offered Exchange Securities in exchange for their Initial
Securities, Exchange Securities of such series in global form without
restricted security legends will be available to Holders or beneficial owners
that exchange such Initial Securities (or beneficial interests therein) in such
Registered Exchange Offer. Upon the consummation of a Registered Exchange
Offer, the Company will deliver an Officers’ Certificate to the Trustee
instructing the Trustee to issue Exchange Securities of such series without
restricted security legends.


                    (f)
Applicable Procedures for Delegending.


	
  

 	
  

 
	
  

 	
           (i)
 After one year has elapsed following the date of original issuance of any
 Transfer Restricted Security of any series of Securities issued from time to
 time pursuant to this Indenture, if such Transfer Restricted Securities are
 freely tradeable pursuant to Rule 144 under the Securities Act by Holders who
 are not Affiliates of the Company where no conditions of Rule 144 are then
 applicable (other than the holding period requirement in paragraph (d)(1)(ii)
 of Rule 144 so long as such holding period requirement has been satisfied),
 the Company may at its option instruct the Trustee in writing to 

 


A-6









	
  

 	
  

 
	
  

 	
 remove the
 applicable legend set forth above from such Securities by delivering to the
 Trustee a certificate in the form of Appendix C hereto, and upon such
 instruction such legend shall be deemed removed from any Global Securities
 representing such Securities without further action on the part of Holders.
 Upon any such removal, the Company shall: (1) notify Holders of such
 Securities that such legend has been removed or deemed removed; and (2)
 instruct the Depositary to change the CUSIP number for such Securities to the
 unrestricted CUSIP number for such Securities. At such time as the Company
 instructs the Trustee to remove the restrictive legend from the Securities,
 such legend will be deemed removed from any Global Securities.

 
	
  

 	
  

 
	
  

 	
           (ii)
 Notwithstanding any provision of this Section 2.2(f) to the contrary, in the
 event that Rule 144 as promulgated under the Securities Act (or any successor
 rule) is amended to change the one-year holding period thereunder (or the
 corresponding period under any successor rule), each reference in this
 Section 2.2(f) to “one year” shall be deemed for all purposes hereof to be
 references to such changed period, provided, that such changes shall not
 become effective if they are otherwise prohibited by, or would otherwise
 cause a violation of, the then-applicable federal securities laws. This Section
 2.2(f) shall apply to successive amendments to Rule 144 (or any successor
 rule) changing the holding period thereunder.

 



          2.3
Transfer and Exchange


                    (a)
Transfer and Exchange of Definitive Securities. When Definitive
Securities of any series of Securities issued from time to time pursuant to
this Appendix A of this Indenture (or issued in exchange therefor or in
substitution therefor) are presented to the Securities Registrar with a
request:


	
  

 	
  

 
	
  

 	
           (i)
 to register the transfer of such Definitive Securities; or

 
	
  

 	
  

 
	
  

 	
           (ii)
 to exchange such Definitive Securities for an equal principal amount of
 Definitive Securities of such series of other authorized denominations,

 



the Securities
Registrar shall register the transfer or make the exchange if permitted under
Section 3.06 of this Indenture and Section 2.2 of this Appendix A; provided,
however, that in the event that the Definitive Securities surrendered
for transfer or exchange are Transfer Restricted Securities, such Definitive
Securities are being transferred or exchanged pursuant to an effective
registration statement under the Securities Act or pursuant to clause (A), (B)
or (C) below, and are accompanied by the following additional information and
documents, as applicable:


	
  

 	
  

 
	
  

 	
           (A)
 if such Definitive Securities are being delivered to the Securities Registrar
 by a Holder for registration in the name of such Holder, without transfer, a
 certification from such Holder to that effect; or

 


A-7









	
  

 	
  

 
	
  

 	
           (B)
 if such Definitive Securities are being transferred to the Company, a
 certification to that effect; or

 
	
  

 	
  

 
	
  

 	
           (C)
 if such Definitive Securities are Transfer Restricted Securities that being
 transferred pursuant to an exemption from registration in accordance with
 Rule 144 under the Securities Act or in reliance upon another exemption
 from the registration requirements of the Securities Act, such Securities may
 be transferred only in accordance with such procedures as are substantially
 consistent with the provisions of this Indenture (including the certification
 requirements set forth in Appendix B hereto intended to ensure that such
 transfers comply with Rule 144A, Regulation S or such other applicable
 exemption from registration under the Securities Act, as the case may be) and
 such other procedures as may from time to time be adopted by the Company.

 



                    (b)
Transfer and Exchange of Global Securities. In the event that a Global
Security of any series of Securities issued from time to time pursuant to this
Indenture (or issued in exchange therefor or in substitution therefor) is
exchanged for Definitive Securities of such series prior to the consummation of
a Registered Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Securities, such Securities may be exchanged
only in accordance with such procedures as are substantially consistent with
the provisions of this Indenture (including the certification requirements set
forth in Appendix B hereto intended to ensure that such transfers comply with
Rule 144A, Regulation S or such other applicable exemption from registration
under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company. 


                    (c)
Rule 144A Global Security to Regulation S Global Security. If the owner
of a beneficial interest in a Rule 144A Global Security of any series of
Securities issued from time to time pursuant to this Indenture wishes at any
time to transfer such interest to a Person who wishes to acquire the same in
the form of a beneficial interest in the Regulation S Global Security of such
series of Securities, such transfer may be effected only in accordance with the
provisions of this Section 2.3(c) and the Applicable Procedures. Upon receipt
by the Trustee, as Securities Registrar, of (A) an order given by the
Depositary or its authorized representative directing that a beneficial
interest in such Regulation S Global Security in a specified principal amount
be credited to a specified account and that a beneficial interest in such Rule
144A Global Security in an equal principal amount be debited from another
specified account and (B) a certificate in the form of Appendix B hereto,
satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in such Rule 144A Global Security or his attorney duly authorized in
writing, then the Trustee, as Securities Registrar, shall reduce the principal
amount of such Rule 144A Global Security and increase the principal amount of
such Regulation S Global Security by such specified principal amount.


                    (d)
Regulation S Global Security to Rule 144A Global Security. If the owner
of a beneficial interest in a Regulation S Global Security of any series of
Securities issued from time to time pursuant to this Indenture wishes at any
time to transfer such interest to a Person who wishes to acquire the same in
the form of a beneficial interest in the Rule 144A Global Security of such
series of Securities, such transfer may be effected only in accordance with
this Section 2.3(d) and the Applicable Procedures. Upon receipt by the Trustee,
as 


A-8





Securities
Registrar, of (A) an order given by the Depositary or its authorized
representative directing that a beneficial interest in such Rule 144A Global
Security in a specified principal amount be credited to a specified account and
that a beneficial interest in such Regulation S Global Security in an equal
principal amount be debited from another specified account and (B) a
certificate in the form of Appendix B hereto, satisfactory to the Trustee and
duly executed by the owner of such beneficial interest in such Regulation S
Global Security or his attorney duly authorized in writing, then the Trustee,
as Securities Registrar, shall reduce the principal amount of such Regulation S
Global Security and increase the principal amount of such Rule 144A Global
Security by such specified principal amount.


A-9





APPENDIX B


FORM
OF CERTIFICATE OF TRANSFER


American
Express Company

200 Vesey Street

New York, New York 10285


The Bank of
New York Mellon

101 Barclay Street

New York, New York 10286


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
  [       ]%
 Senior Notes due [       ]
 (the “Notes”)

 	
  

 



Reference is
hereby made to the Indenture, dated as of December 3, 2012 (the “Indenture”),
between American Express Company (the “Company”), and The Bank of New York
Mellon, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


___________________
(the “Transferor”)
owns and proposes to transfer the Notes or interest in such Notes specified in
Annex A hereto, in the principal amount of $[               ]
(the “Transfer”),
to ___________________________ (the “Transferee”), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


 [CHECK
ALL THAT APPLY]


1. o Check if
Transferee will take delivery of a beneficial interest in the 144A Global
Security or a Definitive Security pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Security for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will be subject to the restrictions on transfer
enumerated in the restricted security legend printed on the 144A Global
Security and/or the Definitive Security or otherwise contained in the Indenture
and the Securities Act.


2. o Check if
Transferee will take delivery of a beneficial interest in the Regulation S
Global Security or a Definitive Security pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being 


B-1





made to a
Person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(a) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Regulation S distribution compliance period, the transfer is
not being made to a U.S. Person or for the account or benefit of a U.S. Person.
Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Security will be
subject to the restrictions on Transfer enumerated in the restricted security
legend printed on the Regulation S Global Security and/or a Definitive Security
or otherwise contained in the Indenture and the Securities Act.


3. o Check and
complete if Transferee will take delivery of a beneficial interest in a
Definitive Security pursuant to any provision of the Securities Act other than
Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Global Securities or Definitive Securities that are Transfer Restricted
Securities and pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


                    (a)
o
such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;


                    or


                    (b)
o
such Transfer is being effected to the Company or a Subsidiary thereof;


                    or


                    (c)
o
such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;


4. o Check if
Transferee will take delivery of a beneficial interest in a Global Note or
Definitive Note that is not a Transfer Restricted Security.


                    (a)
o
Check if
Transfer is pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the restricted
security legend will not be required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer 


B-2





in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will no longer be subject to the restrictions on transfer
enumerated in the restricted security legend printed on the Global Securities,
on Definitive Securities and in the Indenture.


                    (b)
o
Check if
Transfer is pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the restricted security legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will no longer be subject to the restrictions
on transfer enumerated in the restricted security legend printed on the Global
Securities, on Definitive Securities and in the Indenture.


                    (c)
o
Check if
Transfer is pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the restricted
security legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Security will not be subject to the restrictions on transfer enumerated in the
restricted security legend printed on the Global Securities or Definitive
Securities and in the Indenture.


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 [Insert Name
 of Transferor]

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
Name:

 
	
  

 	
  

 	
  

 	
  

 	
  Title:

 
	
 Dated: 

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 	
  

 


B-3





ANNEX A TO CERTIFICATE OF TRANSFER


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 The
 Transferor owns and proposes to transfer the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  [CHECK ONE OF (a) OR (b)]

 
	
  

 	
  

 	
 (a)

 	
 o a beneficial interest in the:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (i)

 	
 o
 144A Global Security (CUSIP _________); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (ii)

 	
 o
 Regulation S Global Security (CUSIP _________); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 o
 a Definitive Security that is a Transfer Restricted Security.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 After the
 Transfer, the Transferee will hold:

 
	
  

 	
  

 
	
  [CHECK ONE
 OF (a), (b) OR (c)]

 
	
  

 
	
  

 	
  

 	
 (a)

 	
 o
 a beneficial interest in the:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (i)

 	
 o
 144A Global Security (CUSIP _________); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (ii)

 	
 o
 Regulation S Global Security (CUSIP _________); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (iii)

 	
 o
 Global Security that is not a Transfer Restricted Security (CUSIP _________);
 or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 o
 a Definitive Security that is a Transfer Restricted Security; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 o
 a Definitive Security that is not a Transfer Restricted Security, in
 accordance with the terms of the Indenture.

 


B-4





APPENDIX C


FORM
OF FREE TRANSFERABILITY CERTIFICATE


[date]


The Bank of
New York Mellon

101 Barclay Street

New York, NY 10286


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
  [          ]%
 Senior Notes due [     ]; CUSIP: [          ]

 	
  

 



Dear
Sir/Madam:


Reference is
hereby made to the Indenture, dated as of December 3, 2012 (the “Indenture”),
between American Express Company (the “Company”), and The Bank of New York
Mellon, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


Whereas the [     ]%
Senior Notes due [     ], issued pursuant to the
Indenture (the “Notes”), have
become freely tradable without restrictions by non-affiliates of the Company
pursuant to Rule 144(b)(1) under the Securities Act, in accordance with Section
2.2(f) of Appendix A to the Indenture the Company hereby instructs you that:


(i) the
relevant restricted security legend described in Section 2.2 of Appendix A to
the Indenture and set forth on the Notes shall be deemed removed from the
Notes, in accordance with the terms and conditions of the Notes and as provided
in the Indenture, without further action on the part of Holders; and


(ii) the
applicable restricted CUSIP number and restricted ISIN number for the Notes
shall be deemed removed from the Notes and replaced with the unrestricted CUSIP
number ([        ]) and unrestricted ISIN number ([        ]), respectively, set forth therein,
in accordance with the terms and conditions of the Notes and as provided in the
Indenture, without further action on the part of Holders.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN
 EXPRESS COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


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