Exhibit 4.1 


Execution Version 


FIRST HORIZON NATIONAL CORPORATION


TO


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


INDENTURE


Dated as of December 20, 2010


SENIOR DEBT SECURITIES






               Certain
Sections of this Indenture Relating to Sections 310 Through 318, Inclusive, of
the Trust Indenture Act of 1939: 


	
  

 	
  

 	
  

 	
  

 
	
 Trust Indenture Act Section

 	
  

 	
 Indenture
 Section

 
	 

 	
  

 	 

 
	
 Section 310

 	
 (a)(1)

 	
  

 	
 609

 
	
  

 	
 (a)(2)

 	
  

 	
 609

 
	
  

 	
 (a)(3)

 	
  

 	
 Not Applicable

 
	
  

 	
 (a)(4)

 	
  

 	
 Not Applicable

 
	
  

 	
 (b)

 	
  

 	
 608

 
	
  

 	
  

 	
  

 	
 610

 
	
 Section 311

 	
 (a)

 	
  

 	
 613

 
	
  

 	
 (b)

 	
  

 	
 613

 
	
 Section 312

 	
 (a)

 	
  

 	
 701

 
	
  

 	
  

 	
  

 	
 702

 
	
  

 	
 (b)

 	
  

 	
 702

 
	
  

 	
 (c)

 	
  

 	
 702

 
	
 Section 313

 	
 (a)

 	
  

 	
 703

 
	
  

 	
 (b)

 	
  

 	
 703

 
	
  

 	
 (c)

 	
  

 	
 703

 
	
  

 	
 (d)

 	
  

 	
 703

 
	
 Section 314

 	
 (a)

 	
  

 	
 704

 
	
  

 	
 (a)(4)

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
 1004

 
	
  

 	
 (b)

 	
  

 	
 Not Applicable

 
	
  

 	
 (c)(1)

 	
  

 	
 102

 
	
  

 	
 (c)(2)

 	
  

 	
 102

 
	
  

 	
 (c)(3)

 	
  

 	
 Not Applicable

 
	
  

 	
 (d)

 	
  

 	
 Not Applicable

 
	
  

 	
 (e)

 	
  

 	
 102

 
	
 Section 315

 	
 (a)

 	
  

 	
 601

 
	
  

 	
 (b)

 	
  

 	
 602

 
	
  

 	
 (c)

 	
  

 	
 601

 
	
  

 	
 (d)

 	
  

 	
 601

 
	
  

 	
 (e)

 	
  

 	
 514

 
	
 Section 316

 	
 (a)

 	
  

 	
 101

 
	
  

 	
 (a)(1) (A)

 	
  

 	
 502

 
	
  

 	
  

 	
  

 	
 512

 
	
  

 	
 (a)(1) (B)

 	
  

 	
 513

 
	
  

 	
 (a)(2)

 	
  

 	
 Not Applicable

 
	
  

 	
 (b)

 	
  

 	
 508

 
	
  

 	
 (c)

 	
  

 	
 104

 
	
 Section 317

 	
 (a)(1)

 	
  

 	
 503

 
	
  

 	
 (a)(2)

 	
  

 	
 504

 
	
  

 	
 (b)

 	
  

 	
 1003

 
	
 Section 318

 	
 (a)

 	
  

 	
 107

 



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


-i-






TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 ONE

 
	
  

 	
  

 	
  

 	
  

 
	
 DEFINITIONS
 AND OTHER PROVISIONS OF GENERAL APPLICATION

 
	
  

 
	
 SECTION 101.

 	
 Definitions

 	
  

 	
 1

 
	
 SECTION 102.

 	
 Compliance Certificates
 and Opinions

 	
  

 	
 6

 
	
 SECTION 103.

 	
 Form of Documents
 Delivered to Trustee

 	
  

 	
 7

 
	
 SECTION 104.

 	
 Acts of Holders; Record
 Dates

 	
  

 	
 7

 
	
 SECTION 105.

 	
 Notices, Etc., to Trustee
 and Company

 	
  

 	
 9

 
	
 SECTION 106.

 	
 Notice to Holders; Waiver

 	
  

 	
 10

 
	
 SECTION 107.

 	
 Conflict with Trust
 Indenture Act

 	
  

 	
 10

 
	
 SECTION 108.

 	
 Effect of Headings and
 Table of Contents

 	
  

 	
 10

 
	
 SECTION 109.

 	
 Successors and Assigns

 	
  

 	
 10

 
	
 SECTION 110.

 	
 Separability Clause

 	
  

 	
 11

 
	
 SECTION 111.

 	
 Benefits of Indenture

 	
  

 	
 11

 
	
 SECTION 112.

 	
 Governing Law

 	
  

 	
 11

 
	
 SECTION 113.

 	
 Legal Holidays

 	
  

 	
 11

 
	
 SECTION 114.

 	
 Force Majeure

 	
  

 	
 11

 
	
 SECTION 115.

 	
 Immunity of Incorporators,
 Limited Partners, Shareholders, Trustees, Directors and Officers

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 TWO

 
	
  

 	
  

 	
  

 	
  

 
	
 SECURITY
 FORMS

 
	
  

 
	
 SECTION 201.

 	
 Forms Generally

 	
  

 	
 12

 
	
 SECTION 202.

 	
 Form of Face of Security

 	
  

 	
 12

 
	
 SECTION 203.

 	
 Form of Reverse of
 Security

 	
  

 	
 14

 
	
 SECTION 204.

 	
 Form of Legend for Global
 Securities in Global Form

 	
  

 	
 17

 
	
 SECTION 205.

 	
 Form of Trustee’s
 Certificate of Authentication

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 THREE

 
	
  

 	
  

 	
  

 	
  

 
	
 THE
 SECURITIES

 
	
  

 
	
 SECTION 301.

 	
 Amount Unlimited; Issuable
 in Series

 	
  

 	
 18

 
	
 SECTION 302.

 	
 Denominations

 	
  

 	
 20

 
	
 SECTION 303.

 	
 Execution, Authentication,
 Delivery and Dating

 	
  

 	
 21

 
	
 SECTION 304.

 	
 Temporary Securities

 	
  

 	
 22

 
	
 SECTION 305.

 	
 Registration; Registration
 of Transfer and Exchange

 	
  

 	
 22

 
	
 SECTION 306.

 	
 Mutilated, Destroyed, Lost
 and Stolen Securities

 	
  

 	
 24

 
	
 SECTION 307.

 	
 Payment of Interest;
 Interest Rights Preserved

 	
  

 	
 24

 
	
 SECTION 308.

 	
 Persons Deemed Owners

 	
  

 	
 25

 
	
 SECTION 309.

 	
 Cancellation

 	
  

 	
 25

 
	
 SECTION 310.

 	
 Computation of Interest

 	
  

 	
 26

 
	
 SECTION 311.

 	
 CUSIP Numbers

 	
  

 	
 26

 


-ii-









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 FOUR

 
	
  

 	
  

 	
  

 	
  

 
	
 SATISFACTION
 AND DISCHARGE

 
	
  

 
	
 SECTION 401.

 	
 Satisfaction and Discharge
 of Indenture

 	
  

 	
 26

 
	
 SECTION 402.

 	
 Application of Trust Money

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 FIVE

 
	
  

 	
  

 	
  

 	
  

 
	
 REMEDIES

 
	
  

 
	
 SECTION 501.

 	
 Events of Default

 	
  

 	
 27

 
	
 SECTION 502.

 	
 Acceleration of Maturity;
 Rescission and Annulment

 	
  

 	
 29

 
	
 SECTION 503.

 	
 Collection of Indebtedness
 and Suits for Enforcement by Trustee

 	
  

 	
 30

 
	
 SECTION 504.

 	
 Trustee May File Proofs of
 Claim

 	
  

 	
 30

 
	
 SECTION 505.

 	
 Trustee May Enforce Claims
 Without Possession of Securities

 	
  

 	
 31

 
	
 SECTION 506.

 	
 Application of Money
 Collected

 	
  

 	
 31

 
	
 SECTION 507.

 	
 Limitation on Suits

 	
  

 	
 31

 
	
 SECTION 508.

 	
 Unconditional Right of
 Holders to Receive Principal, Premium and Interest

 	
  

 	
 32

 
	
 SECTION 509.

 	
 Restoration of Rights and
 Remedies

 	
  

 	
 32

 
	
 SECTION 510.

 	
 Rights and Remedies
 Cumulative

 	
  

 	
 32

 
	
 SECTION 511.

 	
 Delay or Omission Not
 Waiver

 	
  

 	
 33

 
	
 SECTION 512.

 	
 Control by Holders

 	
  

 	
 33

 
	
 SECTION 513.

 	
 Waiver of Past Defaults

 	
  

 	
 33

 
	
 SECTION 514.

 	
 Undertaking for Costs

 	
  

 	
 33

 
	
 SECTION 515.

 	
 Waiver of Usury, Stay or
 Extension Laws

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 SIX

 
	
  

 	
  

 	
  

 	
  

 
	
 THE
 TRUSTEE

 
	
  

 
	
 SECTION 601.

 	
 Certain Duties and
 Responsibilities

 	
  

 	
 34

 
	
 SECTION 602.

 	
 Notice of Defaults

 	
  

 	
 35

 
	
 SECTION 603.

 	
 Certain Rights of Trustee

 	
  

 	
 35

 
	
 SECTION 604.

 	
 Not Responsible for
 Recitals or Issuance of Securities

 	
  

 	
 36

 
	
 SECTION 605.

 	
 May Hold Securities

 	
  

 	
 36

 
	
 SECTION 606.

 	
 Money Held in Trust

 	
  

 	
 37

 
	
 SECTION 607.

 	
 Compensation and
 Reimbursement

 	
  

 	
 37

 
	
 SECTION 608.

 	
 Conflicting Interests

 	
  

 	
 37

 
	
 SECTION 609.

 	
 Corporate Trustee
 Required; Eligibility

 	
  

 	
 37

 
	
 SECTION 610.

 	
 Resignation and Removal;
 Appointment of Successor

 	
  

 	
 38

 
	
 SECTION 611.

 	
 Acceptance of Appointment
 by Successor

 	
  

 	
 39

 
	
 SECTION 612.

 	
 Merger, Conversion,
 Consolidation or Succession to Business

 	
  

 	
 40

 
	
 SECTION 613.

 	
 Preferential Collection of
 Claims Against Company

 	
  

 	
 40

 
	
 SECTION 614.

 	
 Appointment of
 Authenticating Agent

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 SEVEN

 
	
  

 	
  

 	
  

 	
  

 
	
 HOLDERS’
 LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	
  

 
	
 SECTION 701.

 	
 Company to Furnish Trustee
 Names and Addresses of Holders

 	
  

 	
 42

 
	
 SECTION 702.

 	
 Preservation of
 Information; Communications to Holders

 	
  

 	
 42

 


-iii-









	
  

 	
  

 	
  

 	
  

 
	
 SECTION 703.

 	
 Reports by Trustee

 	
  

 	
 42

 
	
 SECTION 704.

 	
 Reports by Company

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 EIGHT

 
	
  

 	
  

 	
  

 	
  

 
	
 CONSOLIDATION,
 MERGER, CONVEYANCE, TRANSFER OR LEASE

 
	
  

 
	
 SECTION 801.

 	
 Company May Consolidate,
 Etc., Only on Certain Terms

 	
  

 	
 43

 
	
 SECTION 802.

 	
 Successor Substituted

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 NINE

 
	
  

 	
  

 	
  

 	
  

 
	
 SUPPLEMENTAL
 INDENTURES

 
	
  

 
	
 SECTION 901.

 	
 Supplemental Indentures
 Without Consent of Holders

 	
  

 	
 44

 
	
 SECTION 902.

 	
 Supplemental Indentures
 With Consent of Holders

 	
  

 	
 45

 
	
 SECTION 903.

 	
 Execution of Supplemental
 Indentures

 	
  

 	
 46

 
	
 SECTION 904.

 	
 Effect of Supplemental
 Indentures

 	
  

 	
 46

 
	
 SECTION 905.

 	
 Conformity with Trust
 Indenture Act

 	
  

 	
 47

 
	
 SECTION 906.

 	
 Reference in Securities to
 Supplemental Indentures

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 TEN

 
	
  

 	
  

 	
  

 	
  

 
	
 COVENANTS

 
	
  

 
	
 SECTION 1001.

 	
 Payment of Principal,
 Premium and Interest

 	
  

 	
 47

 
	
 SECTION 1002.

 	
 Maintenance of Office or
 Agency

 	
  

 	
 47

 
	
 SECTION 1003.

 	
 Money for Securities
 Payments to Be Held in Trust

 	
  

 	
 47

 
	
 SECTION 1004.

 	
 Statement by Officers as
 to Default

 	
  

 	
 48

 
	
 SECTION 1005.

 	
 Waiver of Certain
 Covenants

 	
  

 	
 49

 
	
 SECTION 1006.

 	
 Existence

 	
  

 	
 49

 
	
 SECTION 1007.

 	
 Limitation on Liens on
 Voting Stock of Significant Subsidiaries

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 ELEVEN

 
	
  

 	
  

 	
  

 	
  

 
	
 REDEMPTION
 OF SECURITIES

 
	
  

 
	
 SECTION 1101.

 	
 Applicability of Article

 	
  

 	
 49

 
	
 SECTION 1102.

 	
 Election to Redeem; Notice
 to Trustee

 	
  

 	
 49

 
	
 SECTION 1103.

 	
 Selection by Trustee of
 Securities to Be Redeemed

 	
  

 	
 50

 
	
 SECTION 1104.

 	
 Notice of Redemption

 	
  

 	
 50

 
	
 SECTION 1105.

 	
 Deposit of Redemption
 Price

 	
  

 	
 51

 
	
 SECTION 1106.

 	
 Securities Payable on
 Redemption Date

 	
  

 	
 51

 
	
 SECTION 1107.

 	
 Securities Redeemed in
 Part

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 TWELVE

 
	
  

 	
  

 	
  

 	
  

 
	
 SINKING
 FUNDS

 
	
  

 
	
 SECTION 1201.

 	
 Applicability of Article

 	
  

 	
 52

 
	
 SECTION 1202.

 	
 Satisfaction of Sinking
 Fund Payments with Securities

 	
  

 	
 52

 
	
 SECTION 1203.

 	
 Redemption of Securities
 for Sinking Fund

 	
  

 	
 52

 


-iv-









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 THIRTEEN

 
	
  

 	
  

 	
  

 	
  

 
	
 DEFEASANCE
 AND COVENANT DEFEASANCE

 
	
  

 
	
 SECTION 1301.

 	
 Company’s Option to Effect
 Defeasance or Covenant Defeasance

 	
  

 	
 53

 
	
 SECTION 1302.

 	
 Defeasance and Discharge

 	
  

 	
 53

 
	
 SECTION 1303.

 	
 Covenant Defeasance

 	
  

 	
 53

 
	
 SECTION 1304.

 	
 Conditions to Defeasance
 or Covenant Defeasance

 	
  

 	
 54

 
	
 SECTION 1305.

 	
 Deposited Money and U.S.
 Government Obligations to Be Held in Trust; Miscellaneous Provisions

 	
  

 	
 55

 
	
 SECTION 1306.

 	
 Reinstatement

 	
  

 	
 56

 



          NOTE:
This table of contents shall not, for any purpose, be deemed to be a part of
the Indenture. 


-v-






          INDENTURE,
dated as of December 20, 2010, between First Horizon National Corporation, a
corporation duly organized and existing under the laws of the State of
Tennessee (herein called the “Company”), having its principal office at 165
Madison Avenue, Memphis, Tennessee 38103, and The Bank of New York Mellon Trust
Company, N.A., a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (herein called the
“Trustee”). 


RECITALS OF THE COMPANY


          The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the “Securities”), to be
issued in one or more series as in this Indenture provided. 


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          SECTION
101.      Definitions.



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


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


          (2)      all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein; 


          (3)      all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United
States of America at the date of such computation; 


          (4)      unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture; 


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


          (6)      reference
to any gender includes the other gender. 





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



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


          “Applicable
Procedures” of a Depositary means, with respect to any matter at any time, the
policies and procedures of such Depositary, if any, that are applicable to such
matter at such time. 


          “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series. 


          “Board
of Directors” means either the board of directors of the Company, or any duly
authorized committee of that board, or any committee of one or more officers of
the Company authorized by the Board of Directors to issue Securities. 


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


          “Business
Day”, when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York, New York or that Place of Payment are authorized or
obligated by law or executive order to close. 


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


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


          “Company
Request” or “Company Order” means a written request or order signed in the name
of the Company by its Chief Executive Officer, its Chief Financial Officer, the
Chairman of the Board (if at that time the person holding that title is an
officer of the Company), its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee. 


          “Corporate
Trust Office” means the principal office of the Trustee at which at any time
its corporate trust business shall be administered, which office at the date
hereof is located at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to
the Holders and the Company). 


-2-





          “corporation”
means a corporation, association, company, including, without limitation, a
limited liability company, joint-stock company or business trust. 


          “Covenant
Defeasance” has the meaning specified in Section 1303.

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

          “Defeasance” has the meaning specified in
Section 1302. 


          “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301. 


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


          “Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time. 


          “Expiration
Date” has the meaning specified in Section 104. 


          “Foreign
Government Obligations” has the meaning specified in Section 1304. 


          “Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 (or such legend as may be
specified as contemplated by Section 301 for such Securities). 


          “Holder”
means a Person in whose name a Security is registered in the Security Register.



          “Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 301. 


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


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


          “Investment
Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time. 


          “Maturity”,
when used with respect to any Security, means the date on which the principal
of, or an installment of 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 or otherwise. 


          “Notice
of Default” means a written notice of the kind specified in Section 501(4) or
501(5). 


-3-





          “Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the
Chief Financial Officer, the Chairman of the Board (if at that time the person
holding that title is an officer of the Company), the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers’ Certificate given pursuant to Section 1004 shall
be the principal executive, financial or accounting officer of the Company. 


          “Opinion
of Counsel” means a written opinion, reasonably acceptable to the Trustee, of
counsel, who may be counsel for the Company. 


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


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


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


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


          (3)      Securities
as to which Defeasance has been effected pursuant to Section 1302; and 


          (4)      Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented 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 the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by Section
301, (C) the principal amount of a Security denominated in one or more foreign
currencies, currency units or composite currencies which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor, other than securities held in trust or
in a fiduciary capacity, shall be disregarded and deemed not to be Outstanding,
except that, in 


-4-





determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of 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 of such other obligor. 


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


          “Person”
means any individual, corporation, partnership, limited liability company,
joint venture, 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 any premium and interest on the
Securities of that series are payable as specified as contemplated by Section
301. 


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


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


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


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


          “Responsible
Officer”, when used with respect to the Trustee, means any vice president, any
trust officer or assistant trust officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and who shall have direct responsibility for the
administration of this indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject. 


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


          “Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in
each case as amended from time to time. 


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


-5-





          “Significant
Subsidiary” means a Subsidiary of the Company having, as of the last day of the
most recent calendar quarter ended at least 30 days prior to the date of such
determination (or if the most recent calendar quarter ended 30 days or less
prior to the date of such determination, as of the preceding recent calendar
quarter), total assets equal to or exceeding 20% of the total assets of the
Company and its Subsidiaries on a consolidated basis, as evidenced by the most
recent consolidated financial statements of the Company delivered to the
Trustee pursuant to the Indenture. 


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


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


          “Subsidiary”
of any Person means (a) any corporation, association or other business entity
(other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the outstanding Voting Stock or (b) any
partnership, joint venture limited liability company or similar entity of which
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable,
is, in the case of clauses (a) and (b), at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of the Company. 


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


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



          “U.S.
Government Obligation” has the meaning specified in Section 1304. 


          “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 or other interests evidencing ownership in a corporation,
partnership or trust which ordinarily has voting power for the election of
directors, or persons performing equivalent functions, whether at all times or
only so long as no senior class of stock has such voting power by reason of any
contingency. 


          SECTION
102.      Compliance
Certificates and Opinions. 


          Upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
such certificates and opinions as may be required under the Trust Indenture
Act. Each such certificate or opinion shall be given in the form 


-6-





of an Officers’ Certificate,
if to be given by an officer of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirement set forth in this Indenture. 


          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for in Section
1004) shall include, 


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


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


          (3)      a
statement that, in the opinion of each such individual, he 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 


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


          SECTION
103.      Form
of Documents Delivered to Trustee. 


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


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


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


          SECTION
104.      Acts
of Holders; Record Dates. 


          Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; 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 


-7-





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 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.



          The
fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take acknowledgments
of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof or may be proved in such other manner
as shall be deemed sufficient by the Trustee. Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient. 


          The
principal amount, serial numbers and ownership of Securities shall be proved by
the Security Register. 


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


          Without
limiting the generality of the foregoing, a Holder, including a Depositary that
is a Holder of a Global Security, may make, give or take, by proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted in this Indenture
to be made, given or taken by Holders, and a Depositary that is a Holder of a
Global Security may provide its proxy or proxies to the beneficial owners of
interests in any such Global Security. 


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


-8-





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


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


          Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all
or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount. 


          SECTION
105.      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, 


          (1)      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, Attention: Corporate Trust Administration, or 


          (2)      the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to 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 Company or the Trustee by written notice to the
other may designate additional or different addresses for subsequent notices or
communications. 


-9-





          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 reasonable 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. 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
106.      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 Security Register or provided
through the Applicable Procedures of the Depository, not later than the latest
date (if any), and not earlier than the earliest date (if any), 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. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. 


          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. 


          SECTION
107.      Conflict
with Trust Indenture Act. 


          If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act which is required under such Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be. 


          SECTION
108.      Effect
of Headings and Table of Contents. 


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


          SECTION
109.      Successors
and Assigns. 


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


-10-





          SECTION
110.      Separability
Clause. 


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


          SECTION
111.      Benefits
of Indenture. 


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


          SECTION
112.      Governing
Law. 


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


          SECTION
113.      Legal
Holidays. 


          In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of
any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity; provided
that no interest shall accrue as a result of such delay. 


          SECTION
114.      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. 


          SECTION
115.      Immunity
of Incorporators, Limited Partners, Shareholders, Trustees, Directors and
Officers. 


          No
recourse shall be had for the payment of the principal of (and premium, if
any), or the interest, if any, on any Securities of any series, or for any
claim based thereon, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, limited partner, shareholder, trustee,
director, officer or employee, as such, past, present or future, of the Company
or of any successor entity to the Company, either directly or indirectly
through the Company or any successor entity to the Company, whether by virtue
of any constitution, statute, rule of law or by the enforcement of any
assessment of penalty or otherwise; it being expressly agreed and understood
that this Indenture, and all the Securities of each series are solely
obligations of the Company (as the case may be), and that no personal liability
whatever shall attach to, or is incurred by, any incorporator, limited partner,
shareholder, trustee, director, 


-11-





officer or employee, past,
present or future, of the Company or of any successor entity to the Company,
either directly or indirectly through the Company or any successor corporation
to the Company, 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 any series, or to be
implied herefrom or therefrom; and that all such personal liability is hereby
expressly released and waived as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities of each series. 


ARTICLE TWO


SECURITY FORMS


          SECTION
201.      Forms
Generally. 


          The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established from time to time by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture or any
indentures supplemental hereto, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements placed
thereon as the Company may deem appropriate or as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities. 


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


          SECTION
202.      Form
of Face of Security. 


          [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.] THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 


FIRST HORIZON NATIONAL CORPORATION


	
  

 	
  

 
	
 No. .........

 	
 $........... 

 



First Horizon National
Corporation, a corporation duly organized and existing under the laws of
Tennessee (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ....................................................., or
registered assigns, the principal sum of ......................................
Dollars on ....................................... [if the Security is to bear
interest prior to Maturity, insert --, and to pay interest thereon from
.............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ............ and
............. in each year, commencing ........., at the rate of ....% per
annum, until the principal hereof is paid or made available for payment [if
applicable, insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
....% per 


-12-





annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the ....... or .......
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest so payable, but not so punctually paid
or duly provided for, on any Interest Payment Date will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture]. 


          [If
the Security is not to bear interest prior to Maturity, insert -- The principal
of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of ....% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the
rate of ......% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]] 


          Payment
of the principal of (and premium, if any) and [if applicable, insert -- any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in ............, in such coin or currency
of the United States of America as at the time of payment is legal tender for payment
of public and private debts, against surrender of this Security in the case of
any payment due at the Stated Maturity of the principal hereof; [if applicable,
insert --; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register; and provided, further,
that if this Security is a Global Security, payment may be made pursuant to the
Applicable Procedures of the Depositary as permitted in the Indenture.] 


          Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. 


          Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose. 


          IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 


Dated: 


-13-






FIRST
HORIZON NATIONAL CORPORATION


By........................................


Attest:


.........................................


          SECTION 203.       Form of Reverse of Security.


          This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of ............... (herein called the “Indenture”, which
term shall have the meaning assigned to it in such instrument), between the
Company and ..................., as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [if applicable, insert, limited
in aggregate principal amount to $_________] [, provided that the Company
may, without the consent of any Holder, at any time and from time to time
increase the initial principal amount as provided in the Indenture].


          [If
applicable, insert -- The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, [if applicable, insert - -- (1) on
............ in any year commencing with the year ...... and ending with the
year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[if applicable, insert -- on or after .........., 20..], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [if applicable, insert --
on or before ..............., ...%, and if redeemed] during the 12-month period
beginning ............. of the years indicated,


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Redemption Price

 	
  

 	
 Year

 	
  

 
	
  

 	 

 	
  

 	 

 	
  

 



and thereafter at a Redemption Price equal to .....%
of the principal amount, together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


          [If
applicable, insert -- The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, (1) on ............ in any year commencing
with the year .... and ending with the year .... through operation of the
sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable,
insert -- on or after ............, 20..], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of


-14-






the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning ............ of the years indicated,


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Year

 	
  

 	
 Redemption Price

 For Redemption

 Through Operation

 of the

 Sinking Fund

 	
  

 	
 Redemption Price For

 Redemption

 Otherwise Than

 Through Operation of

 the

 Sinking Fund

 
	 

 	
  

 	 

 	
  

 	 

 



and thereafter at a Redemption Price equal to .....%
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


          [If
applicable, insert -- Notwithstanding the foregoing, the Company may not, prior
to ............., redeem any Securities of this series as contemplated by [if
applicable, insert -- Clause (2) of] the preceding paragraph as a part of, or
in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company (calculated
in accordance with generally accepted financial practice) of less than .....%
per annum.]


          [If
applicable, insert -- The sinking fund for this series provides for the
redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
$.......... (“mandatory sinking fund”) and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert -- mandatory] sinking fund payments otherwise required
to be made [if applicable, insert -- , in the inverse order in which they
become due].]


          [If
the Security is subject to redemption of any kind, insert -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]


          [If
applicable, insert -- The Indenture contains provisions for defeasance at any
time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the Indenture.]


          [If
the Security is not an Original Issue Discount Security, insert -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]


          [If
the Security is an Original Issue Discount Security, insert -- If an Event of
Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount.] 


-15-





          [Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company’s obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall terminate.]


          The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


          As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee indemnity reasonably satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates
expressed herein.


          No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


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


          The
Securities of this series are issuable only in registered form without coupons
in denominations of $....... and any integral multiple of $.......... in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.


-16-





          No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


          Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


          [If
applicable, insert – Interest on the principal balance of this
Security shall be calculated on the basis of a [365 or 366 day year, as
appropriate, for the actual number of days elapsed] [360 day year of twelve 30
day months.]]


          THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


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


          SECTION 204.       Form of Legend for Global Securities in
Global Form.


          If
any Security of a series is issuable in global form, such Global Security may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
reduced to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee and in such manner
as shall be specified in such Global Security.


          Global
Securities may be issued in either temporary or permanent form. Permanent
Global Securities will be issued in registered form without coupons.


          Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:


          THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


          [If a Global
Security is to be held by The Depository Trust Company, then insert:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE&
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY


-17-





TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]


          SECTION 205.       Form of Trustee’s Certificate of
Authentication.


          The
Trustee’s certificates of authentication shall be in substantially the
following form:


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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 THE
 BANK OF NEW YORK MELLON TRUST

 COMPANY, N.A, as Trustee

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 	
   By:

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
      Authorized
 Officer

 	
  

 


ARTICLE
THREE


THE
SECURITIES


          SECTION 301.      Amount Unlimited; Issuable in Series.


          The
aggregate principal amount of Securities which 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 and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:


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


          (2)      any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered hereunder);


          (3)      the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;


          (4)      the
date or dates on which the principal of any Securities of the series is
payable;


-18-






          (5)      the
rate or rates (which may be fixed or variable), or the method of determination
thereof, at which any Securities of the series shall bear interest, if any, the
date or dates from which any such interest shall accrue, or the method of
determination thereof, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date;


          (6)      the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;


          (7)      the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;


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


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


          (10)    if
the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to a financial or economic measure, or
to an index or pursuant to a formula, the manner in which such amounts shall be
determined;


          (11)    if
other than the currency of the United States of America, the currency,
currencies, currency units or composite currency in which the principal of or
any premium or interest on any Securities of the series shall be payable and
the manner of determining the equivalent thereof in the currency of the United
States of America for any purpose, including for purposes of the definition of
“Outstanding” in Section 101;


          (12)    if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or
more currencies, currency units or composite currencies other than that or
those in which such Securities are stated to be payable, the currency,
currencies, currency units or composite currencies in which the principal of or
any premium or interest on such Securities as to which such election is made
shall be payable, the periods within which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in
which such amount shall be determined);


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


          (14)    if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the


-19-





Stated Maturity (or, in any such case, the manner in
which such amount deemed to be the principal amount shall be determined);


          (15)    if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;


          (16)    if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 204 and any circumstances in addition to or
in lieu of those set forth in Clause (2) of the last paragraph of Section 305
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;


          (17)    any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;


          (18)    any
addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series;


          (19)    if
other than as specified in Section 501, the Events of Default applicable to the
Securities of such series;


          (20)    if
other than as specified in Section 503, the Event of Defaults applicable with
respect to the Securities of the series; and


          (21)    any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5)).


          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at one time and, unless otherwise provided or
contemplated by this Section 301 with respect to a series of Securities,
additional Securities of a series may be issued at the option of the Company,
without the consent of any Holder, at any time and from time to time.


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


          SECTION 302.      Denominations.


          The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such


-20-





specified denomination 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 in excess thereof.


          SECTION 303.      Execution, Authentication, Delivery and
Dating.


          The
Securities shall be executed on behalf of the Company by its Chairman of the
Board of Directors, its Vice Chairman of the Board of Directors, its President
or one of its Vice Presidents, attested by its Secretary, one of its Assistant
Secretaries or other authorized Person of the Company. The signature of any of
these officers on the Securities may be manual or facsimile.


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


          At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If any Security shall be represented by a permanent Global
Security, then, for purposes of this Section and Section 304, the notation
of a beneficial owner’s interest therein upon original issuance of such
Security or upon exchange of a portion of a temporary Global Security shall be
deemed to be delivered in connection with the original issuance of such
beneficial owner’s interest in such permanent Global Security. If the form or
terms of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating:


          (1)      if
the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;


          (2)      if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established
in conformity with the provisions of this Indenture; and


          (3)      that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.


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


          Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities
of a series are not to be originally issued at one time, including where the
size of an Outstanding series of Securities is increased as contemplated in
Section 301, it shall not be necessary to deliver the Officers’


-21-





Certificate otherwise required pursuant to Section 301
or the Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.


          Each
Security shall be dated the date of its authentication.


          No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


          SECTION 304.      Temporary Securities.


          Pending
the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.


          If
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount. 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 and tenor.


          SECTION 305.      Registration; Registration of Transfer and
Exchange.


          The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.


          Upon
surrender for registration of transfer of any Security of a series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new


-22-





Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.


          At
the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


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


          Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security 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 Section 304, 906 or 1107 not involving any transfer.


          If
the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
any such Securities selected for redemption under Section 1103 and ending at
the close of business on the day of such mailing, (B) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or
(C) issue, register the transfer of or exchange any Security that has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of the Security that is not to be repaid.


          The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:


          (1)      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 nominee thereof or custodian therefor,
and each such Global Security shall constitute a single Security for all
purposes of this Indenture.


          (2)      Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Security or a nominee thereof unless (A)
such Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security and no successor Depositary has
been appointed within 90 days or (ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security, (C) the Company, in its
sole discretion, has determined that Securities of any series issued in the
form of one or more Global Securities shall no longer be represented by such
Global Security or Global Securities or (D) there shall


-23-





exist such circumstances, if any, in addition to or in
lieu of the foregoing as have been specified for this purpose as contemplated
by Section 301.


          (3)      Subject
to Clause (2) above, any exchange of a Global Security for other Securities may
be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.


          (4)      Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.


          SECTION 306.      Mutilated, Destroyed, Lost and Stolen
Securities.


          If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.


          If
there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


          In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security.


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


          Every
new Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the 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.


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


          SECTION 307.      Payment of Interest; Interest Rights
Preserved.


          Except
as otherwise provided as contemplated by Section 301 with respect to any series
of Securities, interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.


-24-





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


          (1)      The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money 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 Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder of Securities of such series in the manner
set forth in Section 106, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


          (2)      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 such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.


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


          SECTION 308.      Persons Deemed Owners.


          Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest 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.


          SECTION 309.      Cancellation.


          All
Securities surrendered for payment, redemption, conversion, registration of
transfer or exchange or for credit against any sinking fund payment or
analogous obligation shall, if surrendered to


-25-





any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed by a Company
Order.


          SECTION 310.      Computation of Interest.


          Except
as otherwise specified as contemplated by Section 301 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 311.      CUSIP Numbers.


          The
Company in issuing the Securities may use “CUSIP” numbers and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided, however, 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. Any such redemption shall not be affected
by any defect in or omission of such numbers.


ARTICLE
FOUR


SATISFACTION
AND DISCHARGE


          SECTION 401.      Satisfaction and Discharge of Indenture.


          This
Indenture shall upon Company Request cease to be of further effect with respect
to Securities of any series specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for in the terms of such Security), and the Trustee, upon
receipt of Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
as to such series, when


          (1)      either


	
  

 	
  

 
	
  

 	
           (A)      all
 Securities theretofore authenticated and delivered (other than (i) Securities
 of such series which have been mutilated, destroyed, lost or stolen and which
 have been replaced or paid as provided in Section 306 and (ii) Securities of
 such series for whose payment money has theretofore been deposited in trust
 or segregated and held in trust by the Company and thereafter repaid to the
 Company or discharged from such trust, as provided in Section 1003) have been
 delivered to the Trustee for cancellation; or

 


-26-









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
             (i)      have
 become due and payable, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
             (iii)    are
 to be called for redemption within one year under arrangements satisfactory
 to the Trustee for the giving of notice of redemption by the Trustee in the
 name, and at the expense, of the Company, and the Company, in the case of
 (i), (ii) or (iii) above, has deposited or caused to be deposited with the
 Trustee as trust funds in trust for the purpose money in an amount sufficient
 to pay and discharge the entire indebtedness on such Securities not
 theretofore delivered to the Trustee for cancellation (other than Securities
 which have been mutilated, destroyed, lost or stolen and which have been
 replaced or paid as provided in Section 306), for principal and any premium
 and interest to the date of such deposit (in the case of Securities which
 have become due and payable) or to the Stated Maturity or Redemption Date, as
 the case may be;

 



          (2)      the
Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of such Securities; and


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


          Notwithstanding
the satisfaction and discharge of this Indenture, with respect to Securities of
any series pursuant to this Section 401, the obligations of the Company to the
Trustee under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003, in each case with respect to such Securities, shall survive such
satisfaction and discharge.


          SECTION 402.      Application of Trust Money.


          Subject
to the provisions of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.


ARTICLE
FIVE


REMEDIES


          SECTION 501.      Events of Default.


          “Event
of Default”, wherever used herein with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary


-27-





or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


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


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


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


          (4)      default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or
breach for a period of 30 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or


          (5)      a
default under any bond, debenture, note or other evidence of indebtedness for
money borrowed by the Company or one of our Significant Subsidiaries (including
a default with respect to Securities of any series other than that series)
having an aggregate principal amount outstanding of in excess of $100,000,000,
or under any mortgage, indenture or instrument (including this Indenture) under
which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company or one of our Significant
Subsidiaries having an aggregate principal amount outstanding of in excess of $100,000,000,
whether such indebtedness now exists or shall hereafter be created, which
default (A) shall constitute a failure to pay any portion of the principal of
such indebtedness when due and payable after the expiration of any applicable
grace period with respect thereto or (B) shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without, in the case of
Clause (A), such indebtedness having been discharged or without, in the case of
Clause (B), such indebtedness having been discharged or such acceleration
having been rescinded or annulled, in each such case within a period of 30 days
after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled, as the case may be, and stating that such notice is a “Notice of
Default” hereunder; provided, however, that, subject to the provisions of
Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the Trustee shall have
actual knowledge of such default or (B) the Trustee shall have received written
notice thereof from the Company, from any Holder, from the holder of any such
indebtedness or from the trustee under any such mortgage, indenture or other
instrument; or


          (6)      the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
Federal or


-28-





State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or


          (7)      the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or 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


          (8)      any
other Event of Default provided with respect to Securities of that series.


          SECTION 502.      Acceleration of Maturity; Rescission and
Annulment.


          If
an Event of Default (other than an Event of Default specified in Section 501(6)
or 501(7)) with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501 (7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on
the part of the Trustee or any Holder, become immediately due and payable.


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


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


	
  

 	
  

 
	
  

 	
           (A)      all
 overdue interest on all Securities of that series,

 
	
  

 	
  

 
	
  

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

 



-29-









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          and


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


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


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


          The
Company covenants that if:


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


          (2)      default
is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof; or


          (3)      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 such Security, 


the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal, and any premium interest, and
sinking fund obligation and, to the extent that payment of such interest shall
be legally enforceable, interest on any overdue principal, premium or sinking
fund obligation and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


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


          SECTION 504.      Trustee May File Proofs of Claim.


          In
case of any judicial proceeding relative to the Company (or any other obligor
upon the Securities), its property or its creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,


-30-





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


          No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.


          SECTION 505.      Trustee May Enforce Claims Without
Possession of Securities.


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


          SECTION 506.      Application of Money Collected.


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


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


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


          THIRD:
To the Company.


          SECTION 507.      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 for any other remedy hereunder, unless


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


-31-





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


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


          (5)      no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;


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


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


          Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 307) interest 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 509.      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, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


          SECTION 510.    Rights and Remedies Cumulative.


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


-32-





          SECTION 511.    Delay or Omission Not Waiver.


          No
delay or omission of the Trustee or of any Holder of any 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 the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


          SECTION 512.    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, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that


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


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


          SECTION 513.    Waiver of Past Defaults.


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


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


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


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


          SECTION 514.    Undertaking for Costs.


          In
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an undertaking
to pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee.


-33-





          SECTION 515.    Waiver of Usury, 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 usury, 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, but will suffer and permit the execution
of every such power as though no such law had been enacted.


ARTICLE
SIX


THE
TRUSTEE


          SECTION 601.      Certain Duties and Responsibilities.


	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)      the Trustee
 undertakes to perform such duties and only such duties as are specifically
 set forth in this Indenture, and no implied covenants or obligations shall be
 read into this Indenture against the Trustee; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)      the Trustee
 shall not be liable with respect to any action taken or omitted to be taken
 by it in good faith in accordance with the direction of the Holders of a
 majority in principal amount of the Outstanding Securities of any series
 relating to the time, method and place of conducting any proceeding for any
 remedy available to the Trustee, or 

 


-34-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 exercising any trust or power conferred upon the
 Trustee, under this Indenture with respect to the Securities of such series;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (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.

 



          SECTION 602.      Notice of Defaults.


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


          SECTION 603.      Certain Rights of Trustee.


          Subject to
the provisions of Section 601:


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


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


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


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


          (5)      the
Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to the Trustee 


-35-






against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


          (6)      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, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, at the
sole cost of the Company, and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation; 


          (7)      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;


          (8)      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; 


          (9)      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;


          (10)    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; and


          (11)    the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless the Trustee has knowledge thereof.


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


          The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


          SECTION 605.      May Hold Securities.


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


-36-





          SECTION
606.      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
in writing with the Company.


          SECTION
607.      Compensation
and Reimbursement.


          The
Company agrees


          (1)      to
pay to the Trustee from time to time such reasonable compensation as the
Company and the Trustee shall from time to time agree in writing 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);


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


          (3)      to
indemnify the Trustee for, and to hold it harmless against, any loss,
liability, claim, damage or expense incurred without negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.


          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 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
608.      Conflicting Interests.


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


          SECTION 609.      Corporate Trustee Required; Eligibility.


          There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such, and has a combined capital and
surplus of at least $50,000,000 and has its Corporate Trust Office or agency in
the Borough of Manhattan, The City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of 


-37-





this Section
and to the extent permitted by the Trust Indenture Act, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.


          SECTION
610.      Resignation and Removal; Appointment of
Successor.


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


          The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.


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


          If
the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation or removal, the resigning or removed Trustee may
petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.


          If
at any time:


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


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


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


then, in any
such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities or the Securities of any series, or (B) subject to
Section 514, any Holder who has been a bona fide Holder of a Security of any
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees with respect thereto.


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


-38-





requirements
of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, 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 with respect to the Securities of such
series.


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


          SECTION
611.      Acceptance of Appointment by Successor.


          In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges (including reasonable attorneys’ fees and expenses)
hereunder, 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.


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


-39-





Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


          Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first
or second preceding paragraph, as the case may be.


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


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


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


          SECTION
613.      Preferential Collection of Claims
Against Company.


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


          SECTION
614.      Appointment of Authenticating Agent.


          The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an 


-40-





Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.


          Any
corporation into which an 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 such Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


          An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof 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 such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


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


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


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ,

 	
  

 
	
  

 	
 As Trustee

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 As Authenticating Agent

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Authorized Officer

 	
  

 


-41-





ARTICLE SEVEN


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


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


          The
Company will furnish or cause to be furnished to the Trustee


          (1)      semi-annually,
not later than 15 days after each Regular Record Date relating to Securities of
each series then outstanding (or, if there is no Regular Record Date, January
15 and July 15) in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities of
each series as of the preceding June 1 or December 1, as the case may be, and


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


excluding from
any such list names and addresses received by the Trustee in its capacity as
Security Registrar.


          SECTION
702.      Preservation of Information;
Communications to Holders.


          The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.


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


          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 either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.


          SECTION
703.      Reports by Trustee.


          The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.


          Reports
so required to be transmitted at stated intervals of not more than 12 months
shall be transmitted no later than January 31 in each calendar year, commencing
in 2011.


          A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed or delisted on any stock exchange.


-42-





          SECTION
704.      Reports by Company.


          The
Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, only as and to the extent required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant to such Act. For the purposes
of this Section 704, the Company makes no representation, warranty, covenant or
agreement to the Holders of any series of Securities as to the accuracy or
completeness of any such document or report or as to the timeliness of any such
filing with the Commission. 


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


ARTICLE EIGHT


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


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


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


          (1)      in
case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be
a corporation, partnership or other entity, shall be organized and validly
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 any premium and interest on all the Securities and the performance or
observance 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 any 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 which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing;


          (3)      if,
as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be
permitted by this Indenture, the Company or such successor Person, as the case
may be, shall take such steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all indebtedness secured
thereby; and


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          (4)      the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, 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.


          SECTION
802.      Successor
Substituted.


          Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor 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 NINE


SUPPLEMENTAL INDENTURES


          SECTION
901.      Supplemental
Indentures Without Consent of Holders.


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


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


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


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


          (4)      to
add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in
uncertificated form; 


          (5)      to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when
there is no such Security Outstanding; 


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          (6)      to
add any guarantees of all or any series of Securities;


          (7)      to
secure all or any series of the Securities (and if such additional security is
to be for the benefit of less than all series of Securities, stating that such
additional security is expressly being included solely for the benefit of such
series); 


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


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


          (10)    to
add to, change or eliminate any of the provisions of this Indenture to such
extent as shall be necessary to comply with the rules or regulations on any
securities exchange or automated quotation system on which any of the
Securities may be listed or traded; 


          (11)    to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, to eliminate any
conflict between the terms hereof and the Trust Indenture Act or to make any
other provisions with respect to matters or questions arising under this
Indenture, provided that such action pursuant to this clause (10) shall not
adversely affect the interests of the Holders of Securities of any series in
any material respect; or


          (12)    
to supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the satisfaction and discharge or defeasance
or covenant defeasance of any series of Securities pursuant to Articles Four
and Thirteen, respectively; provided that any such action shall not
adversely affect the interests of the Holders of such series or any other
series of Securities in any material respect.


          SECTION
902.      Supplemental Indentures with Consent of
Holders.


          With
the consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of 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:


          (1)      change
the Stated Maturity of the principal of, or any installments of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or adversely
affect any right of repayment at the option of the Holder of any Security, or
reduce the amount of, or postpone the date fixed for, the payment of any
sinking fund payment or analogous obligation, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the 


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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); 


          (2)      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


          (3)      modify
any of the provisions of this Section, Section 513 or Section 1005, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1005, or the deletion of this proviso, in accordance with
the requirements of Sections 611 and 901(8).


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


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


          The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Persons entitled to consent to any indenture supplemental
hereto. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to consent to
such supplemental indenture, whether or not such Holders remain Holders after
such record date.


          SECTION
903.      Execution of Supplemental Indentures.


          In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel and
Officers’ Certificate stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture, but the
Trustee shall, subject to the first sentence of this Section 903, enter into
all other supplemental indentures requested by the Company.


          SECTION
904.      Effect of Supplemental Indentures.


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


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          SECTION
905.      Conformity
with Trust Indenture Act.


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


          SECTION
906.      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, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


ARTICLE TEN


COVENANTS


          SECTION
1001.      Payment
of Principal, Premium and Interest.


          The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and premium, if any, and
interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture.


          SECTION
1002.      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 that series may be presented or
surrendered for payment, where Securities of that 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 that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


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


          SECTION
1003.      Money
for Securities Payments to Be Held in Trust.


          If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
or any premium or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be 


-47-





paid to such
Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its action or failure so to act.


          Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.


          The
Company will cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


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


          Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.


          SECTION
1004.      Statement
by Officers as to Default.


          The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating that a review of the activities of the Company during such
year and of performance under this Indenture has been made under their
supervision and whether or not to the best knowledge and based on such review
of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge. 


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          SECTION
1005.      Waiver
of Certain Covenants.


          Except
as otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7)
for the benefit of the Holders of such series if before the time for such
compliance the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.


          SECTION
1006.      Existence.


          Subject
to Article Eight, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its existence. 


          SECTION
1007.      Limitation
on Liens on Voting Stock of Significant Subsidiaries


          Solely
for the benefits of each series of the Securities, so long as any series of the
Securities are Outstanding, the Company will not and will not permit any
Significant Subsidiary to, directly or indirectly, create, issue, assume, incur
or guarantee any indebtedness for money borrowed which is secured by a
mortgage, pledge, lien, security interest or other encumbrance of any nature on
any of the present or future Voting Stock of a Significant Subsidiary unless any
series of the Securities and, if the Company so elects, any other indebtedness
of the Company ranking at least pari passu with each series of the Securities,
shall be secured equally and ratably with (or prior to) such other secured
indebtedness for money borrowed so long as it is outstanding


ARTICLE ELEVEN


REDEMPTION OF SECURITIES


          SECTION
1101.      Applicability
of Article.


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


          SECTION
1102.      Election
to Redeem; Notice to Trustee.


          The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), 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), notify the Trustee of such Redemption Date, of
the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or 


-49-





elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.


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


          If
less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities 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 pro rata, by lot or by such method as in
accordance with the regulations of the Depositary, if any, and which may
provide for the selection for redemption of a portion of the principal amount
of any Security of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities 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 and specified tenor not previously called for redemption in
accordance with the preceding sentence.


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


          The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting a series of Securities comprised of only a single
Security, whether such Security is to be redeemed in whole or in part. In the
case of any such redemption in part, the unredeemed portion of the principal
amount of the Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.


          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 Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities which has been or is to be redeemed.


          SECTION
1104.      Notice
of Redemption.


          Notice
of redemption shall be given 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 to be redeemed, at his address appearing in the Security
Register.


          All
notices of redemption shall state:


          (1)      the
Redemption Date;


          (2)      the
Redemption Price;


          (3)      if
less than all the Outstanding Securities of any series consisting of more than
a single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the entire principal
amount of any series consisting of a single Security are to be redeemed, the
portion of the principal amount of the particular Security to be redeemed;


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


          (5)      the
CUSIP numbers, if any, of the Securities to be redeemed;


          (6)      the
place or places where each such Security is to be surrendered for payment of
the Redemption Price; and


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


          Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request and upon provision to the
Trustee of such notice information, by the Trustee in the name and at the
expense of the Company and, unless otherwise specified, shall be irrevocable; provided,
however, in the latter case the Trustee shall be given at least 10 days prior
notice of the requested date of the giving of the notice or such shorter time
as may be acceptable to the Trustee.


          SECTION
1105.      Deposit
of Redemption Price.


          Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.


          SECTION
1106.      Securities
Payable on Redemption Date.


          Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by
Section 301, installments of interest whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 307.


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


          SECTION
1107.      Securities
Redeemed in Part.


          Any
Security which is to be redeemed only in part shall be surrendered at a Place
of Payment therefor (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 to the Holder of such Security without service
charge, a new Security or Securities of the 


-51-





same series
and of like tenor, 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 of the Security so surrendered.


ARTICLE TWELVE


SINKING FUNDS


          SECTION
1201.      Applicability
of Article.


          The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.


          The
minimum amount of any sinking fund payment provided for by the terms of any
Securities 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 such
Securities is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities of a
series as provided for by the terms of such Securities.


          SECTION
1202.      Satisfaction
of Sinking Fund Payments with Securities.


          The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or which have otherwise been acquired by the
Company or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of all
or any part of any sinking fund payment with respect to any Securities of such
series required to be made pursuant to the terms of such Securities as and to
the extent provided for by the terms of such Securities; provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.


          SECTION
1203.      Redemption
of Securities for Sinking Fund.


          Not
less than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, 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 pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities of such series to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


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ARTICLE THIRTEEN


DEFEASANCE AND COVENANT DEFEASANCE


          SECTION
1301.      Company’s
Option to Effect Defeasance or Covenant Defeasance.


          The
Company may elect, at its option at any time, to have Section 1302 or Section
1303 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 301 as being defeasible pursuant to such Section
1302 or 1303, in accordance with any applicable requirements provided pursuant
to Section 301 and upon compliance with the conditions set forth below in this
Article. Any such election shall be evidenced by a Board Resolution or in
another manner specified as contemplated by Section 301 for such Securities.


          SECTION
1302.      Defeasance
and Discharge.


          Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal
of and any premium and interest on such Securities when payments are due, (2)
the Company’s obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section applied
to any Securities notwithstanding the prior exercise of its option (if any) to
have Section 1303 applied to such Securities.


          SECTION
1303.      Covenant
Defeasance.


          Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Section 801(3) and any covenants
provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the
Holders of such Securities and (2) the occurrence of any event specified in
Sections 501(4) (with respect to any of Section 801(3) and any such covenants
provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 1304 are satisfied (hereinafter called
“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


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          SECTION
1304.      Conditions
to Defeasance or Covenant Defeasance.


          The
following shall be the conditions to the application of Section 1302 or Section
1303 to any Securities or any series of Securities, as the case may be:


          (1)      The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Indenture
applicable to it as if it were the Trustee hereunder) as trust funds in trust
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such Securities,
(A) in the case of Securities of a series denominated in a foreign currency,
money in such foreign currency or Foreign Government Obligations of the foreign
government or governments issuing such foreign currency which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment, such foreign currency in an amount or (B) in the case of
Securities denominated in U.S. dollars, U.S. dollars or U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, U.S. dollars in an amount, or (C) a
combination of money and U.S. Government Obligations or Foreign Government
Obligations (as applicable), in each case 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,
and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on
such Securities on the respective Stated Maturities, in accordance with the
terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt. As used
herein, “Foreign Government Obligation” means any security denominated in a
foreign currency which is (i) a direct obligation of a foreign government or
governments for the payment of which the full faith and credit of such foreign
government or governments is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of such
foreign government or governments the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such foreign government,
which, in either case (i) or (ii) is not callable or redeemable at the option
of the issuer thereof.


          (2)      In
the event of an election to have Section 1302 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(y) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in either case (x) or (y) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be 


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subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.


          (3)      In
the event of an election to have Section 1303 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.


          (4)      The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same
series, if then listed on any securities exchange, will be delisted as a result
of such deposit.


          (5)      No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 501(6) and (7), at any time on or prior to the
90th day after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period applicable to the
Company under Federal or State law in respect of such deposit (it being
understood that this condition shall not be deemed satisfied until after the
expiration of such period).


          (6)      Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of such Act).


          (7)      Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.


          (8)      Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.


          (9)      The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.


          SECTION
1305.      Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.


          Subject
to the provisions of the last paragraph of Section 1003, all money, U.S.
Government Obligations and Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1306, the Trustee and any such
other trustee are referred to collectively as the “Trustee”) pursuant to
Section 1304 in respect of any Securities shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and


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interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.


          The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities of the relevant series.


          Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations or Foreign Government Obligations held by it as provided
in Section 1304 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.


          SECTION
1306.      Reinstatement.


          If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to Section 1302
or 1303 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as
the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 1305 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.


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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FIRST HORIZON NATIONAL CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
    /s/ William
 C. Losch III

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
    William C.
 Losch III 
   Executive Vice President and Chief
 Financial Officer

 
	
  

 	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 /s/ Clyde A.
 Billings, Jr.

 	
  

 	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 	
  

 	
  

 
	
 Clyde A.
 Billings, Jr.

 Senior Vice President, Assistant General Counsel 

 and Corporate Secretary

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 THE BANK OF NEW YORK MELLON

 TRUST COMPANY, N.A., as Trustee

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
    /s/ Benita
 A. Vaughn

 	
  

 
	
  

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
    Benita A.
 Vaughn
   Vice President

 	
  

 


 [Signature Page to Indenture]