sd-ind



Exhibit 4.1







THE ROYAL BANK OF SCOTLAND GROUP plc, 

as Issuer




TO




THE BANK OF NEW YORK, 

as Trustee






INDENTURE


Dated as of September 30, 2002








Subordinated Debt Securities
























THE ROYAL BANK OF SCOTLAND GROUP plc


     Reconciliation and tie between
Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of
1990, and Subordinated Debt Securities Indenture, dated September 30, 2002.

	Trust Indenture 

          Act
               Section
    	 
        	
Subordinated Debt

Securities Indenture

Section
        	

        
	


    	


        	
        	
    	
        
	
§310(a)
    	
(1)
        	 
        	
6.09
        	

        
	
(a)
    	
(2)
        	 
        	
6.09
        	 
	(a)
    	
(3)
        	 
        	
Not Applicable
        	 
	(a)
    	
(4)
        	 
        	
Not Applicable
        	

        
	
(b)
    	

        	 
        	
6.08, 6.10
        	

        
	
(c)
    	

        	 
        	
Not Applicable
        	

        
	
§311(a)
    	 
        	 
        	
6.13
        	

        
	
(b)
    	

        	 
        	
6.13
        	

        
	
(b)
    	
(2)
        	 
        	
7.03(a), 7.03(b)
        	 

	
(c)
    	

        	 
        	
Not Applicable
        	

        
	
§312(a)
    	 
        	 
        	
7.01, 7.02(a)
        	 

	
(b)
    	

        	 
        	
7.02(b)
        	 
        
	
(c)
    	

        	 
        	
7.02(c)
        	 
        
	
§313(a)
    	 
        	 
        	
7.03(a)
        	 

	
(b)
    	

        	 
        	
7.03(a)
        	 

	
(c)
    	

        	 
        	
1.06, 7.03(a)
        	 

	
(d)
    	

        	 
        	
7.03(b)      	 

	
§ 314(a)
    	 
        	 
        	
7.04, 10.06
        	

        
	
(b)
    	

        	 
        	
Not Applicable
        	

        
	(c)
    	
(1)
        	 
        	
1.02
        	

        
	(c)
    	
(2)
        	 
        	
1.02
        	
	(c)
    	
(3)
        	 
        	
Not Applicable
        	

        
	
(d)
    	

        	 
        	
Not Applicable
        	

        
	
(e)
    	

        	 
        	
1.02
        	

        
	
(f)
    	

        	 
        	
Not Applicable
        	

        
	
§315(a)
    	 
        	 
        	
6.01
        	

        
	
(b)
    	

        	 
        	
6.02, 7.03(a)
        	 

	
(c)
    	

        	 
        	
6.01
        	

        
	
(d)
    	

        	 
        	
6.01
        	

        
	
          (d)        	
(1)
        	 
        	
6.01
        	

        
	
(d)
    	
(2)
        	 
        	
6.01
        	

        
	
(d)
    	
(3)
        	 
        	
6.01
        	

        
	
(e)
    	

        	 
        	
5.14
        	

        
	
§316(a)
    	
(1)(A)
        	 
        	
5.02, 5.12
        	

        
	 	 	 	 	


i 


     

     












	

        	

        	 
        	 
	 
	
Trust Indenture

Act Section
        	 
        	
Subordinated Debt

Securities

Indenture Section
        	 
	


        	


        	
        	
    	
	
(a)
        	(l)(B)

        	 
        	
5.13
        	 
	
(a)
        	
(2)
        	 
        	
Not Applicable
        	 
	
(a) 
        	(last sentence)
        	
1.01
        	 
	
(b)
        	

        	 
        	
5.08
        	 
	
§317(a)
        	
(1)
        	 
        	
5.03
        	 
	
(a)
        	
(2)
        	 
        	
5.04
        	 
	
(b)
        	

        	 
        	
10.03
        	 
	
§318(a)
        	 
        	 
        	
1.07
        	 





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

ii
     

     












TABLE OF CONTENTS

	 	 	 	 	PAGE 
	 	 	ARTICLE 1

               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 
	 	 	 	 	 
	
SECTION 1.01.
        	 
        	
Definitions
        	 
        	
1
        
	
SECTION 1.02.
        	 
        	
Compliance Certificates and Opinions
        	 
        	
11
        
	
SECTION 1.03.
        	 
        	
Form of Documents Delivered to Trustee
        	 
        	
11
        
	
SECTION 1.04.
        	 
        	
Acts of Holders
        	 
        	
12
        
	
SECTION 1.05.
        	 
        	
Notices, Etc. to Trustee and Company
        	 
        	
13
        
	
SECTION 1.06.
        	 
        	
Notice to Holders; Waiver
        	 
        	
13
        
	
SECTION 1.07.
        	 
        	
Conflict with Trust Indenture Act
        	 
        	
14
        
	
SECTION 1.08.
        	 
        	
Effect of Headings and Table of Contents
        	 
        	
15
        
	
SECTION 1.09.
        	 
        	
Successors and Assigns
        	 
        	
15
        
	
SECTION 1.10.
        	 
        	
Separability Clause
        	 
        	
15
        
	
SECTION 1.11.
        	 
        	
Benefits of Subordinated Debt Securities Indenture
        	 
        	
15
        
	
SECTION 1.12.
        	 
        	
Governing Law
        	 
        	
15
        
	
SECTION 1.13.
        	 
        	
Saturdays, Sundays and Legal Holidays
        	 
        	
15
        
	
SECTION 1.14.
        	 
        	
Appointment of Agent for Service
        	 
        	
16
        
	
SECTION 1.15.
        	 
        	
Calculation Agent
        	 
        	
16
        
	 
	 	 	 	 
	 
	 	ARTICLE 2

          SUBORDINATED DEBT SECURITY FORMS 	 	 
	 	 	 	 	 
	
SECTION 2.01.
        	 
        	
Forms Generally
        	 
        	
17
        
	
SECTION 2.02.
        	 
        	
Form of Trustee’s Certificate of Authentication
        	 
        	
17
        
	 
	 	 	 	 
	 
	 	ARTICLE 3 
          THE SUBORDINATED DEBT SECURITIES	 	 
	 	 	 	 	 
	
SECTION 3.01.
        	 
        	
Amount Unlimited; Issuable in Series
        	 
        	
18
        
	
SECTION 3.02.
        	 
        	
Denominations
        	 
        	
21
        
	
SECTION 3.03.
        	 
        	
Execution, Authentication, Delivery and Dating
        	 
        	
22
        
	
SECTION 3.04.
        	 
        	
Temporary Subordinated Debt Securities
        	 
        	
23
        
	
SECTION 3.05.
        	 
        	
Registration, Registration of Transfer and Exchange
        	 
        	
23
        
	
SECTION 3.06.
        	 
        	
Mutilated, Destroyed, Lost and Stolen Subordinated
Debt Securities
        	 	28
	
SECTION 3.07.
        	 
        	
Payment; Interest Rights Preserved
        	 
        	
29
        
	
SECTION 3.08.
        	 
        	
Persons Deemed Owners
        	 
        	
30
        












	

        	 
        	

        	 
        	
PAGE
        
	 	 	 	 	 
	 SECTION 3.09. 	  	 Cancellation 	  	 30 
	
SECTION 3.10.
        	 
        	
Computation of Interest
        	 
        	
31
        
	
SECTION 3.11.
        	 
        	
Cusip Numbers
        	 
        	
31
        
	 	 	 	 	 
	 	 	ARTICLE 4

          SATISFACTION AND DISCHARGE 	 	 
	 	 	 	 	 
	
SECTION 4.01.
        	 
        	
Satisfaction and Discharge of Subordinated Debt Securities
Indenture
        	 	31
	
SECTION 4.02.
        	 
        	
Application of Trust Money
        	 
        	
33
        
	
SECTION 4.03.
        	 
        	
Repayment to Company
        	 
        	
33
        
	 	 	 	 	 
	 
        	 	ARTICLE 5

REMEDIES 	 	 
	 	 	 	 	 
	
SECTION 5.01.
        	 
        	
Events of Default
        	 
        	
33
        
	
SECTION 5.02.
        	 
        	
Acceleration of Maturity; Rescission and Annulment
        	 
        	
34
        
	
SECTION 5.03.
        	 
        	
Defaults; Collection of Indebtedness and Suits for Enforcement
by Trustee
        	 	35
	
SECTION 5.04.
        	 
        	
Trustee May File Proofs of Claim
        	 
        	
36
        
	
SECTION 5.05.
        	 
        	
Trustee May Enforce Claims Without Possession of Subordinated
Debt Securities
        	 	37
	
SECTION 5.06.
        	 
        	
Application of Money Collected
        	 
        	
37
        
	
SECTION 5.07.
        	 
        	
Limitation on Suits
        	 
        	
38
        
	
SECTION 5.08.
        	 
        	
Unconditional Right of Holders to Receive Principal, Premium
and Interest, if any
        	 	39
	
SECTION 5.09.
        	 
        	
Restoration of Rights and Remedies
        	 
        	
39
        
	
SECTION 5.10.
        	 
        	
Rights and Remedies Cumulative
        	 
        	
39
        
	
SECTION 5.11.
        	 
        	
Delay or Omission Not Waiver
        	 
        	
40
        
	
SECTION 5.12.
        	 
        	
Control by Holders
        	 
        	
40
        
	
SECTION 5.13.
        	 
        	
Waiver of past Defaults
        	 
        	
40
        
	
SECTION 5.14.
        	 
        	
Undertaking for Costs
        	 
        	
41
        
	 	 	 	 	 
	 
	 	ARTICLE 6

THE TRUSTEE	 	 
	 
	 	 	 	 
	
SECTION 6.01.
        	 
        	
Certain Duties and Responsibilities
        	 
        	
41
        
	
SECTION 6.02.
        	 
        	
Notice of Defaults
        	 
        	
42
        
	
SECTION 6.03.
        	 
        	
Certain Rights of Trustee
        	 
        	
42
        
	
SECTION 6.04.
        	 
        	
Not Responsible for Recitals or Issuance of Subordinated Debt Securities
        	 	43
	
SECTION 6.05.
        	 
        	
May Hold Subordinated Debt Securities
        	 
        	
44
        





ii















	

        	 
        	 
        	 	PAGE
	 	 	 	 	 
	 SECTION 6.06. 	  	 Money Held in Trust 	  	 44 
	
SECTION 6.07.
        	 
        	
Compensation and Reimbursement
        	 
        	
44
        
	
SECTION 6.08.
        	 
        	
Disqualification; Conflicting Interests
        	 
        	
45
        
	
SECTION 6.09.
        	 
        	
Corporate Trustee Required; Eligibility
        	 
        	
45
        
	
SECTION 6.10.
        	 
        	
Resignation and Removal; Appointment of Successor
        	 
        	
46
        
	
SECTION 6.11.
        	 
        	
Acceptance of Appointment by Successor
        	 
        	
48
        
	
SECTION 6.12.
        	 
        	
Merger, Conversion, Consolidation or Succession to Business . 	 	49
	
SECTION 6.13.
        	 
        	
Preferential Collection of Claims
        	 
        	
50
        
	
SECTION 6.14.
        	 
        	
Appointment of Authenticating Agent
        	 
        	
50
        
	 	 	 	 	 
	 	 	ARTICLE 7

HOLDERS LISTS
                    AND REPORTS
          BY TRUSTEE AND COMPANY
	 	 
	 	 	 	 	 
	
SECTION 7.01.
        	 
        	
Company to Furnish Trustee Names and Addresses of Holders
        	 
        	
52
        
	
SECTION 7.02.
        	 
        	
Preservation of Information; Communication to Holders
        	 
        	
52
        
	
SECTION 7.03.
        	 
        	
Reports by Trustee
        	 
        	
53
        
	
SECTION 7.04.
        	 
        	
Reports by Company
        	 
        	
53
        
	 	 	 	 	 
	 	 	ARTICLE 8

CONSOLIDATION, MERGER, CONVEYANCE
          OR TRANSFER
	 	 
	 	 	 	 	 
	
SECTION 8.01.
        	 
        	
Company May Consolidate, Etc., Only on Certain Terms
        	 
        	
54
        
	
SECTION 8.02.
        	 
        	
Successor Corporation Substituted
        	 
        	
55
        
	
SECTION 8.03.
        	 
        	
Assumption of Obligations
        	 
        	
55
        
	 
	 	 	 	 
	 
	 	ARTICLE 9 

SUPPLEMENTAL INDENTURES	 	 
	 	 	 	 	 
	
SECTION 9.01.
        	 
        	
Supplemental Indentures Without Consent of Holders
        	 
        	
57
        
	
SECTION 9.02.
        	 
        	
Supplemental Indentures with Consent of Holders
        	 
        	
58
        
	
SECTION 9.03.
        	 
        	
Execution of Supplemental Indentures
        	 
        	
60
        
	
SECTION 9.04.
        	 
        	
Effect of Supplemental Indentures
        	 
        	
60
        
	
SECTION 9.05.
        	 
        	
Conformity with Trust Indenture Act
        	 
        	
60
        
	
SECTION 9.06.
        	 
        	
Reference in Subordinated Debt Securities to Supplemental Indentures
        	 	 
	
                    	 	 	 
        	
60
        
	 
	 	ARTICLE 10

          COVENANTS	 	 
	 
	 	 	 	 
	
SECTION 10.01.
        	 
        	
  Payment of Principal, Premium, and Interest
        	 
        	
61
        
	
SECTION 10.02.
        	 
        	
  Maintenance of Office or Agency
        	 
        	
61
        
	
SECTION 10.03.
        	 
        	
  Money for Payments to Be Held in Trust
        	 
        	
62
        



iii















	

        	 
        	

        	 
        	
PAGE
        
	 	 	 	 	 
	 SECTION 10.04. 	  	  Additional Amounts 	  	 63 
	
SECTION 10.05.
        	 
        	
  Corporate Existence
        	 
        	
65
        
	
SECTION 10.06.
        	 
        	
  Statement as to Compliance
        	 
        	
66
        
	
SECTION 10.07.
        	 
        	
  Original Issue Document
        	 
        	
66
        
	 
	 	 	 	 
	 
	 	ARTICLE 11

REDEMPTION OF SUBORDINATED DEBT SECURITIES 	 	 
	 	 	 	 	 
	
SECTION 11.01.
        	 
        	
  Applicability of Article
        	 
        	
66
        
	
SECTION 11.02.
        	 
        	
  Election to Redeem; Notice to Trustee
        	 
        	
66
        
	
SECTION 11.03.
        	 
        	
  Selection by Trustee of Subordinated Debt Securities
 to Be Redeemed
        	 
        	66

        
	
SECTION 11.04.
        	 
        	
  Notice of Redemption
        	 
        	
67
        
	
SECTION 11.05.
        	 
        	
  Deposit of Redemption Price
        	 
        	
68
        
	
SECTION 11.06.
        	 
        	
  Subordinated Debt Securities Payable on Redemption Date
        	 
        	
68
        
	
SECTION 11.07.
        	 
        	
  Subordinated Debt Securities Redeemed in Part
        	 
        	
68
        
	
SECTION 11.08.
        	 
        	
  Optional Redemption Due to Changes in Tax Treatment
        	 
        	
69
        
	
SECTION 11.09. 	 	[Reserved] 	 
        	
70
        
	 
	 	 	 	 
	 
	 	ARTICLE 12 

SUBORDINATION OF SUBORDINATED DEBT SECURITIES 	 	 
	 	 	 	 	 
	
SECTION 12.01.
        	 
        	
  Subordinated Debt Securities Subordinate to Claims
 of Senior Creditors
        	 	70
	
SECTION 12.02.
        	 
        	
  Provisions Solely to Define Relative Rights
        	 
        	
70
        
	
SECTION 12.03.
        	 
        	
  Trustee to Effectuate Subordination
        	 
        	
71
        
	
SECTION 12.04.
        	 
        	
  No Waiver of Subordination Provisions
        	 
        	
71
        
	
SECTION 12.05.
        	 
        	
  Notice to Trustee
        	 
        	
71
        
	
SECTION 12.06.
        	 
        	
  Reliance on Judicial Order or Certificate of Liquidating Agent
        	 	72
	

        	 
        	

        	 
        	 
        
	
SECTION 12.07.
        	 
        	
  Trustee Not Fiduciary for Senior Creditors
        	 
        	
72
        
	
SECTION 12.08.
        	 
        	
  Rights of Trustee as Senior Creditor; Preservation of Trustee’s
        	 	73 
	
                   	 
        	 Rights

        	 
        	 

	
SECTION 12.09.
        	 
        	
  Article Applicable to Paying Agents
        	 
        	
73
        
	
SECTION 12.10.
        	 
        	
  Exchanges Not Deemed Payment
        	 
        	
73
        
	 
	 	 	 	 
	 
	 	ARTICLE 13

EXCHANGE OF SUBORDINATED DEBT SECURITIES	 	 
	 	 	 	 	 
	
SECTION 13.01.
        	 
        	
  Applicability of Article
        	 
        	
74
        
	
SECTION 13.02.
        	 
        	
  Election to Exchange; Notice to Trustee
        	 
        	
74
        
	
SECTION 13.03.
        	 
        	
  Notice of Exchange
        	 
        	
74
        





iv















	

        	 
        	 
        	 	PAGE
	 	 	 	 	 
	 SECTION 13.04. 	  	 Deposit of Interest 	  	 75 
	
SECTION 13.05.
        	 
        	
Surrender of Subordinated Debt Securities
        	 
        	
75
        
	
SECTION 13.06.
        	 
        	
Issuance of Dollar Preference Shares or Exchange Securities
        	 
        	
76
        
	
SECTION 13.07.
        	 
        	
Effect of Exchange
        	 
        	
76
        
	
SECTION 13.08.
        	 
        	
Validity of Dollar Preference Shares or Exchange Securities	 	77 
	
SECTION 13.09.
        	 
        	
Legal and Regulatory Compliance
        	 
        	
77
        
	
SECTION 13.10.
        	 
        	
Taxes and Charges
        	 
        	
78
        
	
SECTION 13.11.
        	 
        	
Trustee Not Liable
        	 
        	
79
        




          v
     

     













     SUBORDINATED DEBT SECURITIES INDENTURE, dated as of September 30, 2002 between THE ROYAL BANK OF SCOTLAND GROUP plc, a company incorporated in Great Britain and registered in Scotland (the
“Company”), having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB, United Kingdom and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the
“Trustee”), having its Corporate Trust Office at 101 Barclay Street, New York, New York, 10286.


RECITALS OF THE COMPANY


     The Company has duly authorized the execution and delivery of this Subordinated Debt Securities Indenture to provide for the issuance from time to time of its Subordinated Debt Securities (the
“Subordinated Debt Securities”), to be issued in one or more series, represented by one or more Global Securities in registered form without coupons for payments attached, or
represented by definitive Subordinated Debt Securities in registered form without coupons for payments attached, the amount and terms of each such series to be determined as hereinafter provided.


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


     NOW, THEREFORE, THIS SUBORDINATED DEBT SECURITIES INDENTURE WITNESSETH:


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



ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


     SECTION 1.01. Definitions. For all purposes of this Subordinated Debt Securities
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 accounting principles generally accepted in the United Kingdom; and


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


     (5) any reference to an “Article” or a “Section” refers to an Article or Section of this Subordinated Debt
Securities Indenture.




     Certain terms, used principally in Articles Six and Thirteen, are defined in those Articles.


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


     “Additional Amounts” shall have the meaning set forth in Section 10.04, of this Agreement.


     “ADR Custodian” means the custodian under the ADR Deposit Agreement.


     “ADR Deposit Agreement” means the Deposit Agreement dated as of August 17, 1992, and amended and restated as of February 8, 1999,
and as further amended and restated as of November 2, 2001 as may be further amended from time to time between the Company and The Bank of New York and the holders from time to time of American Depositary Receipts issued thereunder.


     “ADR Depositary
” means the depositary under the ADR Deposit Agreement.



     “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

2















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.


     “Agent Member” means a member of, or participant in, any Depositary.


     “Auditors” means the Auditors from time to time of the Company or if there shall be joint Auditors of the Company any one or more
of such joint Auditors.


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


     “Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least once
a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be the Financial Times of London, if practicable, and which, in the United States, will be the Wall Street Journal, if practicable, and which, in Luxembourg, will be the Luxemburger Wort, if practicable and for so long as and only with respect to any Subordinated Debt Securities listed on the Luxembourg Stock Exchange, and if it shall be impracticable in the opinion of the
Trustee to make any publication of any notice required hereby in any such newspaper, shall mean any publication or other notice in lieu thereof which is made or given with the approval of the Trustee.


     “Board of Directors” means either the board of directors, or any committee of such board duly authorized to act with respect
hereto, of the Company, which board of directors or committee may, to the extent permitted by applicable law, delegate its authority.


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


     “Business Day” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Subordinated Debt
Securities of any particular series, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


3














      “Calculation
               Agent” means the Person, if
               any, authorized by the Company to calculate the interest rate
               or other amounts from time to time in relation to any series of
               Subordinated Debt Securities.




     “Clearstream Luxembourg” means, Clearstream Banking, société anonyme, or its nominee or its or their successor.


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


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


     “Company Request” and “Company Order” mean, respectively, a
written request or order signed in the name of the Company by an Executive Director or Director or the Secretary or a Deputy or Assistant Secretary, and delivered to the Trustee.


     “Corporate Trust Office” means the office of the Trustee in which its corporate trust business is principally administered, located
at 101 Barclay Street, Floor 21 West, New York, New York 10286.


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


     “Default” has the meaning specified in Section 5.03.


     “Deferred Interest” has the meaning specified in Section 3.07.


     “Deferred Payment Date” has the meaning specified in Section 3.07.


     “Deferred Record Date”, when used for the interest payable on any Deferred Payment Date on registered Subordinated Debt Securities
of any series, means the date specified for the purpose pursuant to Section 3.01.


     “Depositary” means,
with respect to any series of Subordinated Debt Securities, a clearing agency
that is designated to act as Depositary for the Global 


4














Securities evidencing all or part of such Subordinated Debt
Securities as contemplated by Section 3.01.



     “Discount Security” means any Subordinated Debt Security which provides for an amount less than the principal amount to be due and
payable upon a declaration of the Maturity thereof pursuant to Section 5.02.


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


     “Dollar Preference Shares” means a designated series of non-cumulative dollar preference shares, nominal value of $.01 each, of the
Company for which, if applicable to a particular series of Subordinated Debt Securities, the Company may exchange or convert any series of Subordinated Debt Securities.


     “DTC” means the Depository Trust & Clearing Company or its nominee or its or their successor.


     “euro”or “€” means the single currency of the
participating member states in the Third Stage of European economic and monetary union pursuant to the Treaty establishing the European Community (as amended from time to time). “participating member
states” means those member states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in the EMU legislation.


     “Euroclear” means, the Euroclear Bank S.A./N.V. as operator of the Euroclear System, or its nominee, or its or their
successor.


     “Event of Default” has the meaning specified in Section 5.01.


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


     “Exchange Date”, when used with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in
Section 13.03.


     “Exchange Securities” has the meaning specified in Section 3.01(l) .


     “Foreign Currency” means the euro or any currency issued by the government of any country (or a group of countries or participating
member states) other than the United States which as at the time of payment is legal tender for the payment of public and private debts


5















      “Foreign
               Government Securities” means
               with respect to Subordinated Debt Securities of any series that
               are denominated in a Foreign Currency, non-callable (i) direct
               obligations of the participating member state or government that issued such Foreign Currency for the payment of which
obligations its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
 participating member state or government, the payment of which obligations is
unconditionally guaranteed as a full faith and credit obligation of such participating
member state or government. For the avoidance of doubt, for all purposes hereof,
 euro shall be deemed to have been issued by each participating member state
from time to time.


     “Global Security” means a global certificate evidencing all or part of a series of Subordinated Debt Securities, authenticated and
delivered to the Holder and registered in the name of the Holder or its nominee.


     “Holder” means a Person in whose name a Subordinated Debt Security in global or definitive form is registered in the Subordinated
Debt Security Register.


     The term “interest”, when used with respect to a 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 Subordinated Debt Security, means the Stated Maturity of any instalment of
interest on such Subordinated Debt Security.


     “Liquidator” has the meaning specified in Section 12.06.


     “Maturity”, when used with respect to any Subordinated Debt Security, means the date, if any, on which the principal of such
Subordinated Debt Security becomes due and payable as therein or herein provided, whether by call for redemption, winding-up of the Company or otherwise.


     “Officer’s Certificate” means a certificate delivered to the Trustee and signed by an Executive Director or an Assistant
Director or the Secretary or a Deputy or Assistant Secretary of the Company.


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


     “Outstanding”,
when used with respect to Subordinated Debt Securities or any series of Subordinated
Debt Securities means, as of the date of determination, all Subordinated Debt
Securities or all Subordinated Debt


6














 Securities of such series, as the case may be, theretofore authenticated and delivered under this Subordinated Debt Securities Indenture, except:


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


     (ii) Subordinated Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government Securities in the necessary amount have 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 Subordinated Debt Securities;
provided, that, if such Subordinated Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Subordinated Debt Securities Indenture or provision
therefor satisfactory to the Trustee has been made; and


     (iii) Subordinated Debt Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other Subordinated Debt Securities have been authenticated and delivered
pursuant to this Subordinated Debt Securities Indenture, other than any such Subordinated Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Subordinated Debt Securities are held by
a bona fide purchaser in whose hands such Subordinated Debt Securities are valid obligations of the Company;




provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Subordinated Debt
Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Subordinated Debt Security denominated in a Foreign Currency shall be the Dollar equivalent,
determined on the date of original issuance of such Subordinated Debt Security, of the principal amount of such Subordinated Debt Security; and (ii) Subordinated Debt Securities beneficially owned by the Company or any other obligor upon the
Subordinated Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Subordinated Debt Securities which a Responsible Officer of the Trustee actually knows to be so beneficially owned shall be so disregarded; provided, further, however, that Subordinated Debt Securities so beneficially 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 


7














Subordinated Debt Securities and that the pledgee is not the
Company or any other obligor upon the Subordinated Debt Securities or any Affiliate
of the Company or of such other obligor.



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


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


     “Place of Payment”, when used with respect to the Subordinated Debt Securities of any series, means the place or places where the
principal of (and premium, if any) and interest, if any, on the Subordinated Debt Securities of that series are payable as specified pursuant to Section 3.01 or, if not so specified, as specified in Section 10.02.


     “Predecessor Security” of any particular Subordinated Debt Security means every previous Subordinated Debt Security evidencing all
or a portion of the same debt as that evidenced by such particular Subordinated Debt Security; and, for the purposes of this definition, any Subordinated Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Subordinated Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Subordinated Debt Security.


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


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


     “Regular Record Date” for the interest payable on any Interest Payment Date on registered Subordinated Debt Securities of any
series means the date specified for the purpose pursuant to Section 3.01.


     “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee assigned to or working in the
corporate trust department of the Trustee or, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and


8















 familiarity with the particular subject and who shall
          have direct responsibility for the administration of this Subordinated
          Debt Securities Indenture.

      “Senior
               Creditors” means creditors
               of the Company except creditors in respect of Subordinated Indebtedness.




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


     “Subordinated Debt Securities”, has the meaning set forth in the recitals of the Company herein and more particularly means any
series of Subordinated Debt Securities issued, authenticated and delivered under this Subordinated Debt Securities Indenture.


     “Subordinated Debt Securities Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Subordinated Debt Securities established pursuant to
Section 3.01.


     “Subordinated Debt Security” means one of the Subordinated Debt Securities.


     “Subordinated Debt Security Register” and “Subordinated Debt Security Registrar” have the respective meanings specified in Section 3.05.


     “Subordinated Indebtedness” means claims in respect of any liability of the Company however arising for the payment of money, the
right to payment of which by the Company by the terms thereof that are or are expressed to be, subordinated (whether only in the event of a winding-up of the Company or otherwise) to the claims of all or any of the creditors of the
Company.


     “Subsidiary” has the meaning attributed thereto by Section 736 of the Companies Act 1985 of Great Britain as in force at the date
as of which this instrument was executed.


     “Taxing Jurisdiction” has the meaning specified in Section 10.04.


     “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


9















 applicable provisions of this Subordinated Debt Securities
Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder,
and if at any time there is more than one such Person, “Trustee” shall
mean and include each such Person; and “Trustee” as
used with respect to the Subordinated Debt Securities of any series shall mean
the Trustee with respect to the Subordinated Debt Securities of such series.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at
the date as of which this instrument was executed, except as provided in Section 9.05.


     “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.


     “United States” and “U.S.” mean the United States of America
and, except in the case of Sections 6.09 and 6.14, its territories and possessions.


     “U.S. Government Obligations” means noncallable (i) direct obligations of the United States for which its full faith and credit are
pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States,
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest
on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, 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 depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository
receipt.


     “U.S. Person” means a person who, for U.S. tax purposes, is a citizen or resident of the United States, any corporation,
partnership or other entity organized under the laws of the United States or any political subdivision thereof or an estate or trust the income of which is subject to United States income taxation, regardless of its source.


     “Vice President”, when used with respect to 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”.


10















      “Voting
               Stock” means stock or other
               interests of any class or classes, however designated, having
               ordinary voting power for the election of a majority of the board
               of directors of a corporation, other than stock or other interests
               having such power only by reason of the happening of a contingency.

      SECTION 1.02. Compliance
               Certificates and Opinions. Upon
               any application or request by the Company to the Trustee to take
               any action under any provision of this Subordinated Debt Securities
               Indenture, the Company shall 
furnish to the Trustee an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Subordinated Debt
Securities Indenture relating to the proposed action have been complied with
and an Opinion  of Counsel stating that in the opinion of the legal advisor rendering
such opinion all such conditions precedent, if any, have been complied with,
except that in the case of any such application or request as to which the furnishing
of such  documents is specifically required by any provision of this Subordinated
Debt Securities Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


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



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


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


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


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




     SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an 


11
















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, legal advisors, 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, or representations by, legal advisors 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 legal advisors know, or in the
          exercise of reasonable care should know, that the certificate or opinion
          or representation with respect to such matters is 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 Subordinated Debt Securities
Indenture, they may, but need not, be consolidated and form one instrument.


     SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Subordinated Debt Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to
the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Subordinated Debt Securities Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.


     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by 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. When such execution is by a signer acting in a capacity other than his
individual capacity, 


12
















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.

      (c) The ownership of registered
          Subordinated Debt Securities shall be proved by the Subordinated Debt
          Security Register.

      (d) Any request, demand,
          authorization, direction, notice, consent, waiver or other Act of the
          Holder of any Subordinated Debt Security shall bind every
          future Holder of the same Subordinated Debt Security and the Holder
          of every Subordinated Debt Security issued upon the registration of
          transfer thereof or in exchange therefor or in lieu thereof in respect
          of any thing 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 Subordinated Debt Security or such other Subordinated
          Debt Security.


     SECTION 1.05. Notices, Etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Subordinated Debt Securities Indenture to be made upon, given or furnished to, or filed with,



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


     (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, in the case of the Company,
first-class postage prepaid, addressed to it at the address of its principal office specified in the first paragraph of this Subordinated Debt Securities Indenture (unless another address has been previously furnished in writing to the Trustee by
the Company, in which case at the last such address) marked “Attention: Company Secretary”.




     SECTION 1.06. Notice to Holders; Waiver.
When this Subordinated Debt Securities Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if given in writing and mailed, first-class postage prepaid,
to each Holder of a registered Subordinated Debt Security affected by such event
in the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act with respect to reports pursuant to Section 7.03(a).


13















      For so long as the Subordinated
          Debt Securities of any series are represented by Global Securities,
          the Company will deliver a copy of all notices with respect to such
          series to the Holder (if the address of such Holder is known to the
          Company).

      When notice to Holders of
          registered Subordinated Debt Securities 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 Subordinated Debt Securities
          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.


     If the Subordinated Debt Securities are listed on the Luxembourg Stock Exchange, all notices to Holders, will be published in an Authorized Newspaper in Luxembourg.


     SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be included in this Subordinated Debt Securities Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If at any future time
any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Subordinated Debt Securities Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision
otherwise included herein would not be so required or imposed (in whole or in part) if this Subordinated Debt Securities Indenture were executed at such future time, the Company and the Trustee may enter into one or more indentures supplemental
hereto pursuant to Section 9.01 to change or eliminate (in whole or in part) such provision or limitation of this Subordinated Debt Securities Indenture in conformity with the requirements of the Trust Indenture Act as then in force, except that
(subject to Article Nine) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(l), (d)(2), (d)(3) and (e), 316(a)(1)(A), (a)(l)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture
Act as in force at the date as of which this Subordinated Debt Securities Indenture was executed may be so changed or eliminated.


14


















     SECTION 1.08. Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


     SECTION 1.09. Successors and Assigns. All covenants and agreements in this
Subordinated Debt Securities Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


     SECTION
 1.10. Separability Clause In case any provision in this Subordinated
Debt  Securities Indenture or in the Subordinated Debt 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 1.11. Benefits
of Subordinated Debt Securities Indenture. Nothing
in this  Subordinated Debt Securities Indenture or in the Subordinated Debt Securities,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, and the Holders of Subordinated Debt Securities,
any benefit  or any legal or equitable right, remedy or claim under this Subordinated
Debt Securities Indenture.


     SECTION 1.12. Governing Law. This Subordinated Debt Securities Indenture and the
Subordinated Debt Securities shall be governed by and construed in accordance with the laws of the State of New York, except as stated in Section 2.01 and except for Section 12.01, which shall be governed by and construed in accordance with the laws
of England, and except that the authorization and execution of this Subordinated Debt Securities Indenture and the Subordinated Debt Securities shall be governed by the respective jurisdictions of organization of the Company and the Trustee, as the
case may be.


     SECTION 1.13. Saturdays, Sundays and Legal Holidays. The terms of the Subordinated
Debt Securities shall provide that, in any case where any Interest Payment Date, Redemption Date, Exchange Date, Maturity or Stated Maturity, of a Subordinated Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Subordinated Debt Securities Indenture or the Subordinated Debt Securities other than a provision in the Subordinated Debt Securities that specifically states that such provision shall apply in lieu of this Section)
payments of interest, if any (and premium, if any) or principal and the exchange of the Subordinated Debt Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment
(or such other Business Day as shall be provided in such Subordinated Debt Security) with the same force and effect as if made on such Interest Payment Date, Redemption Date, Exchange Date, Maturity or Stated Maturity, provided that no interest
shall accrue on such payment for the period 


15
















from and after such Interest Payment Date, Redemption Date, Exchange Date, Maturity or Stated Maturity, as the case may be.


     SECTION 1.14. Appointment
of Agent for Service. The Company has designated
and  appointed CT Corporation System, 111 Eighth Avenue, 13th floor,
New York, New York 10011 as its authorized agent upon which process may be served
in any suit or proceeding in any Federal  or State court in the Borough of Manhattan,
The City of New York arising out of or relating to the Subordinated Debt Securities
or this Subordinated Debt Securities Indenture, but for that purpose only, and
agrees that service of process upon said  CT Corporation System shall be deemed
in every respect effective service of process upon it in any such suit
or proceeding in any Federal or State court in the Borough of Manhattan, The
City of New York, New York. Such appointment shall be irrevocable so long as
any of the Subordinated Debt Securities remain Outstanding  until the appointment
of a successor by the Company and such successor’s acceptance of such appointment.
Upon such acceptance, the Company shall notify the Trustee of the name and address
of such successor. The Company further agrees to take  any and all action, including
the execution and filing of any and all such documents and instruments, as may
be necessary to continue such designation and appointment of said CT Corporation
System in full force and effect so long as any of the  Subordinated Debt Securities
shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility
with respect to any failure by the Company to take any such action. The Company
hereby submits (for the purposes of any such suit  or proceeding) to the jurisdiction
of any such court in which any such suit or proceeding is so instituted, and
waives, to the extent it may effectively do so, any objection it may have now
or hereafter to the laying of the venue of any such suit or  proceeding. 



     SECTION 1.15. Calculation Agent. If the Company appoints a Calculation Agent
pursuant to Section 3.01 with respect to any series of Subordinated Debt Securities, any determination of the interest rate on, or other amounts in relation to, such series of Subordinated Debt Securities in accordance with the terms of such series
of Subordinated Debt Securities by such Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the Company, the Trustee and all Holders and (in the absence of manifest error, bad faith or willful
misconduct) no liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.


16

















ARTICLE 2

UBORDINATED DEBT SECURITY FORMS


     SECTION 2.01. Forms
Generally. The Subordinated Debt Securities of
each series  shall be issuable as registered securities without coupons and in
such forms as shall be established by or pursuant to action of the Company’s
Board of Directors, or in one or more indentures supplemental hereto, pursuant
to Section 3.01, in  each case with such insertions, omissions, substitutions
and other variations as are required or permitted by this Subordinated Debt Securities
Indenture, and may have such letters, numbers or other marks of identification
and such legends or  endorsements placed thereon as may be required to comply
with any applicable law or rule or regulation made pursuant thereto or with the
rules of any securities exchange or Depositary therefor, or as may, consistently
herewith, be determined by the  officers executing such Subordinated Debt Securities,
all as evidenced by any such execution; provided,
however, that such Subordinated Debt Securities shall have endorsed thereon a
statement in the following form  or in substantially the following form:




“The rights of the holder of the Subordinated Debt Security are, to the extent and in the manner set forth in Section 12.01 of the Subordinated Debt Securities Indenture, subordinated to the claims of other creditors of the
Company, and this Subordinated Debt Security is issued subject to the provisions of that Section 12.01, and the holder of this Subordinated Debt Security, by accepting the same, agrees to and shall be bound by such provisions. The provisions of
Section 12.01 of the Subordinated Debt Securities Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, the laws of England.”




     The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14.


     The definitive Subordinated Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of
any securities exchange on which the Subordinated Debt Securities may be listed, all as determined by the officers executing such Subordinated Debt Securities, as evidenced by their execution thereof.


     SECTION 2.02. Form of Trustee’s Certificate of Authentication. The
Trustee’s certificate of authentication shall be in substantially the following form:




17
















CERTIFICATE OF AUTHENTICATION


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


	THE BANK OF NEW YORK

          as Trustee
	 	 	
	 	 	
	
By:
        	 
        	

        
		 	

	

        	 
        	
     Authorized Signatory
                            





ARTICLE 3


THE SUBORDINATED DEBT SECURITIES


     SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount
of Subordinated Debt Securities which may be authenticated and delivered under this Subordinated Debt Securities Indenture is unlimited. The Subordinated Debt Securities may be issued in one or more series.


     There shall be established by or pursuant to action of the Board of Directors of the Company or established in one or more indentures supplemental hereto, prior to the initial issuance of Subordinated
Debt Securities of any series,



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


     (b) any limit upon the aggregate principal amount of the


Subordinated Debt Securities of the series which may be authenticated and delivered under this Subordinated Debt Securities Indenture (except for Subordinated Debt Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Subordinated Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07);


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




18















 

      (d) the rate or rates, if
          any, at which the Subordinated Debt Securities of the series shall
          accrue interest or the manner of calculation of such rate or rates,
          if any, the date or dates from which such interest shall accrue, the
          Interest Payment Dates on which such interest shall be payable or the
          manner of determination of such Interest Payment Dates, if other than
          as specified in Section 3.07(a), the Deferred Payment Date(s) or other
          terms applicable to deferred payments and, in the case of registered
          Subordinated Debt Securities, the Regular Record Date for the interest
          payable on any Interest Payment Date, the Deferred Record Date for
          the interest payable on any Deferred Payment Date and any dates required
          to be established pursuant to Section 7.01;

      (e) whether any premium,
          upon redemption or otherwise, shall be payable by the Company on Subordinated
          Debt Securities of the series;

     (f) the place or
          places where the principal of (and premium, if any) and any interest
          on Subordinated Debt Securities of the series shall be payable, and
          the Paying Agent or Paying Agents who shall be authorized to pay principal
          of (and premium, if any) and interest on Subordinated Debt Securities
          of such series, at least one of such Paying Agents having offices or
          agencies in the Borough of Manhattan, The City of New York and if the
          Subordinated Debt Securities are listed on the Luxembourg Stock Exchange,
          in Luxembourg;


     (g) other than with respect
to any redemption of the Subordinated Debt Securities
pursuant to Section 11.08, whether or not such series of Subordinated Debt Securities
are to be redeemable, in whole or in part, at the Company’s option and,
if so redeemable, the period or  periods within which, the price or prices at
which and the terms and conditions upon which, Subordinated Debt Securities of
the series may be redeemed, including the date referred to in Section 11.08;


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


     (i) if other than denominations of $25 and any multiple thereof, the denominations in which Subordinated Debt Securities of the series in each
applicable form shall be issuable;





19
















     (j) if other than the principal
amount thereof, the portion, or the manner of calculation of such portion, of
the principal amount of Subordinated Debt Securities of the series which shall
be payable upon a declaration of acceleration or acceleration of the Maturity
thereof pursuant to Section 5.02, upon redemption of Subordinated Debt Securities
of any series which are redeemable before their Stated Maturity, or which the
Trustee shall be entitled to file and prove a claim pursuant to Section 5.04;

      (k) if Additional Amounts,
          pursuant to Section 10.04, will not be payable;

      (l) whether the Subordinated
          Debt Securities of any series shall be exchangeable at the option of
          the Company into Dollar Preference Shares or other securities of the
          Company (“Exchange Securities”) pursuant
          to Article Thirteen and if so the terms of the Dollar Preference Shares
          or the nature and terms of the Exchange Securities into which such
          Subordinated Debt Securities are exchangeable and any additional or
          other provisions relating to such exchange;


     (m) if other than Dollars, provisions, if any, for the Subordinated Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies and specifying the manner
and place of payment thereon and any other terms with respect thereto;


     (n) if other than the coin or currency in which the Subordinated Debt Securities of that series are denominated, the coin or currency in which payment of the principal of (and premium, if any) or
interest, if any, on the Subordinated Debt Securities of such series shall be payable;


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


     (p) whether the Subordinated Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the initial Holder with respect to such Global Security
or Subordinated Debt Securities;





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     (q)
if the Subordinated Debt Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Subordinated
Debt Security of such series or otherwise) only upon receipt of certain certificates
or other documents or satisfaction of other conditions, then the form and terms
of such certificates, documents or conditions;

      (r) if the amounts of payments
          of principal of (and premium, if any) or interest, if any, on the Subordinated
          Debt Securities of the series may be determined with reference to an
          index or are otherwise not fixed on the original issue date thereof,
          the manner in which such amounts shall be determined and the Calculation
          Agent, if any, who shall be appointed and authorized to calculate such
          amounts;

      (s) any other Events of
          Default, Defaults or covenants with respect to the Subordinated Debt
          Securities of such series and if other than as specified in Section
          5.03, the terms of any Default;


     (t) if other than as provided in Section 12.01, the subordination terms with respect to the Subordinated Debt Securities of the series;


     (u) the forms of Subordinated Debt Securities of the series; and


     (v) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Subordinated Debt Securities Indenture).




     All Subordinated Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such action or in any such
indenture supplemental hereto.


     If the forms of Subordinated Debt Securities of any series, or any of the terms thereof, are established by action taken by the Board of Directors of the Company, copies of the Board Resolutions in
respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order pursuant to Section 3.03 for the authentication and delivery of such Subordinated Debt Securities.


     SECTION 3.02. Denominations. The Subordinated Debt Securities of each series shall
be issuable in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specification with respect to Subordinated Debt Securities of any series, the Subordinated Debt Securities of each series shall be
issuable in denominations of $25 each and any integral multiple thereof. Unless otherwise specified in accordance with Section 


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3.01, any Global Security issued and delivered to the Holder
shall be issued in the form of units with each $25 principal amount of such Global
Security constituting one unit.

      SECTION 3.03. Execution,
               Authentication, Delivery and Dating.
               The Subordinated Debt Securities shall be executed on behalf of
               the Company by any two Directors or by one Director and a Deputy
               Secretary to the Company. The signature of any of these officers
               on the Subordinated Debt Securities may be manual or facsimile.
               Subordinated Debt 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 Subordinated Debt Securities.

      At any time and from time
          to time after the execution and delivery of this Subordinated Debt
          Securities Indenture, the Company may deliver Subordinated Debt 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 Subordinated Debt Securities, and the Trustee in accordance with
          the Company Order shall authenticate and
          deliver such Subordinated Debt Securities. In authenticating such Subordinated
          Debt Securities and accepting the additional responsibilities under
          this Subordinated Debt Securities Indenture in relation to such Subordinated
          Debt Securities the Trustee shall be entitled to receive, and (subject
          to Section 6.01) shall be fully protected in relying upon, an Opinion
          of Counsel stating that the form and terms thereof have been established
          in conformity with the provisions of this Subordinated Debt Securities
          Indenture.


     The Trustee shall not be required to authenticate such Subordinated Debt Securities if the issue of such Subordinated Debt Securities pursuant to this Subordinated Debt Securities Indenture will
affect the Trustee’s own rights, duties or immunities under the Subordinated Debt Securities and this Subordinated Debt Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


     Each registered Subordinated Debt Security shall be dated the date of its authentication.


     No Subordinated Debt Security appertaining thereto shall be entitled to any benefit under this Subordinated Debt Securities Indenture or be valid or obligatory for any purpose unless there appears on
such Subordinated Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Subordinated Debt Security shall be conclusive
evidence, and 


22
















the only evidence, that such Subordinated Debt Security has
been duly authenticated and delivered hereunder and that such Subordinated Debt
Security is entitled to the benefits of this Subordinated Debt Securities Indenture.

      SECTION 3.04. Temporary
               Subordinated Debt Securities. Pending
               the preparation of definitive Subordinated Debt Securities of
               any series, the Company may execute, and upon Company Order the
               Trustee shall authenticate and deliver, temporary Subordinated
               Debt Securities substantially of the tenor of the definitive Subordinated
               Debt Securities in lieu of which they are issued, which Subordinated
               Debt Securities may be printed, lithographed, typewritten, photocopied
               or otherwise produced. Temporary Subordinated Debt Securities
               shall be issuable as registered Subordinated Debt Securities without
               coupons attached in any authorized denomination, and with such
               appropriate insertions, omissions, substitutions and other variations
               as the officers executing such Subordinated Debt Securities may
               determine, all as evidenced by such execution.

      If temporary Subordinated
          Debt Securities of any series are issued, the Company will cause, if
          so required by the terms of such temporary Subordinated Debt Securities,
          definitive Subordinated Debt Securities of such series to be prepared
          without unreasonable delay. After the preparation of definitive Subordinated
          Debt Securities of such series, the temporary Subordinated Debt Securities
          of such series shall be exchangeable for definitive Subordinated Debt
          Securities of such series containing identical terms and provisions
          upon surrender of the temporary Subordinated Debt 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 Subordinated Debt Securities of any series
          the Company shall execute, and the Trustee shall authenticate and deliver
          in exchange therefor, a like aggregate principal amount of definitive
          Subordinated Debt Securities of the same series of authorized denominations
          containing identical terms and provisions. Until so exchanged, unless
          otherwise provided therein or in a supplemental indenture relating
          thereto, the temporary Subordinated Debt Securities of any series shall
          in all respects be entitled to the same benefits (but shall be subject
          to all the limitations of rights) under this Subordinated Debt Securities
          Indenture as definitive Subordinated Debt Securities of such series.


     SECTION 3.05. Registration, Registration of Transfer and Exchange.


     (a) Global Securities. This Section 3.05(a) shall apply to Global Securities unless otherwise specified, as contemplated by Section
3.01.

 


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     Each Global Security in registered
form authenticated under this Subordinated Debt Securities 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 Subordinated
Debt Security for all purposes of this Subordinated Debt Securities Indenture.

      With respect to Global Securities
          in registered form, unless the Global Security is presented by an authorized
          representative of the Holder to the Company or its agent for registration
          of transfer, exchange or payment, and any certificate issued is registered
          in the name of a nominee of the Holder and any payment is made to such
          nominee, any transfer, pledge or other use of the Global Security in
          registered form for value or otherwise shall be wrongful since the
          registered owner of such Global Security, the nominee of the Holder,
          has an interest in such Global Security.

      Except as otherwise specified
          as contemplated by Section 3.01 hereof, any Global Security shall be
          exchangeable for definitive Subordinated Debt Securities only as provided
          in this paragraph. A Global Security shall be exchangeable pursuant
          to this Section only (i) if the relevant Depositary notifies the Trustee
          that it is unwilling or unable to continue to act as Depositary and
          a successor depositary is not appointed by
          the Trustee within 120 days of such notification, (ii) if, in the event
          of a winding-up of the Company, the Company fails to make a payment
          on the Subordinated Debt Securities when due, or (iii) at  any time
          if the Company at its option and in its sole discretion determines
          that the Global Securities of a particular series should be exchanged
          for definitive Subordinated Debt Securities of that series in registered
          form. Any Global Security that  is exchangeable pursuant to the preceding
          sentence shall be exchangeable for, unless otherwise specified or contemplated
          by Section 3.01, definitive Subordinated Debt Securities in registered
          form bearing interest (if any) at the same rate or  pursuant to the
          same formula, having the same date of issuance, the same date or dates
          from which such interest shall accrue, the same Interest Payment Dates
          on which such interest shall be payable or the manner of determination
          of such Interest  Payment Dates, redemption provisions, if any, specified
          currency and other terms and of differing denominations aggregating
          a like amount as the Global Security so exchangeable. Definitive Subordinated
          Debt Securities in registered form shall be  registered in the names
          of the owners of the beneficial interests in such Global Securities
          as such names are from time to time provided by the Holder to the Trustee.


     Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 3.01, shall be 


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exchangeable for Subordinated Debt Securities issuable in
authorized denominations of a like aggregate principal amount and tenor.

      No Global Security in registered
          form may be transferred except as a whole by the Holder to a nominee
          of the Holder or by the Holder or any such nominee to a successor of
          the Holder or a nominee of such successor. Except as provided above,
          owners solely of beneficial interests in a Global Security shall not
          be entitled to receive physical delivery of Subordinated Debt Securities
          in definitive form and will not be considered the holders thereof for
          any purpose under this Subordinated Debt Securities Indenture.

      In the event that a Global
          Security is surrendered for redemption or exchange for Dollar Preference
          Shares or Exchange Securities in part pursuant to Section 11.07 or
          Section 13.05, the Company shall execute, and the Trustee shall authenticate
          and deliver to the Holder of such Global Security, without service
          charge, a new Global Security in a denomination equal to and in exchange
          for the unredeemed or unexchanged portion of the principal of the Global
          Security so surrendered.

      The Agent Members and any
          other beneficial owners shall have no rights under this Subordinated
          Debt Securities Indenture with respect to any Global Security held
          on their behalf by a Holder, and such Holder may be treated by the
          Company, the Trustee, and any agent of the Company or the Trustee as
          the owner of such Global Security for all
          purposes whatsoever. Notwithstanding the foregoing, nothing herein
          shall prevent the Company, the Trustee, or any agent of the Company
          or the Trustee, from giving effect to any written certification, proxy
          or other authorization furnished by a Holder or impair, as between
          any such Holder or other clearance service and its Agent Members and
          Holders, the operation of customary practices governing the exercise
          of the rights of a holder of any security, including without limitation
          the granting of proxies or other authorization of participants to give
          or take any request, demand, authorization, direction, notice, consent,
          waiver or other action which a Holder is entitled to give or take under
          this Subordinated Debt Securities Indenture.


     In connection with any exchange of interests in a Global Security for definitive Subordinated Debt Securities of another authorized form, as provided in this subsection 3.05(a), then without
unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Subordinated Debt Securities in aggregate principal amount equal to the principal
amount of such Global Security or the portion to be exchanged executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the
Company’s agent for such


25
















 purpose, to be exchanged, in whole or from time to time in
part, for definitive Subordinated Debt Securities without charge (unless the
definitive Subordinated Debt Securities in registered form are to be issued to
an Excepted Person (as defined in Section 13.10) in which case the Company or
Trustee may require payment of any taxes or governmental charges arising) and
the Trustee shall authenticate and deliver, in exchange for each portion of such
Global Security, an equal aggregate principal amount of definitive Subordinated
Debt Securities of authorized denominations as the portion of such Global Security
to be exchanged. Any Global Security that is exchangeable pursuant to this Section
3.05 shall be exchangeable for Subordinated Debt Securities issuable in the denominations
specified as contemplated by Section 3.01 and registered in such names as the
Holder of such Global Security shall direct. If a definitive Subordinated Debt
Security in registered form is issued in exchange for any portion of a Global
Security after the close of business at the office or agency where such exchange
occurs on any record date and before the opening of business at such office or
agency on the relevant Interest Payment Date, interest will not be payable on
such Interest Payment Date in respect of such definitive Subordinated Debt Security,
but will be payable on such Interest Payment Date only to the person to whom
payments of interest in respect of such portion of such Global Security are payable.

      A Depositary may grant proxies
          and otherwise authorize any person, including Agent Members and persons
          that may hold interests through Agent Members, to take any action which
          a holder is entitled to take under this Subordinated
          Debt Securities Indenture with respect to the Subordinated Debt Securities.


     (b) Except as otherwise specified pursuant to Section 3.01, registered Subordinated Debt Securities of any series may only be exchanged for a like aggregate principal amount of registered Subordinated
Debt Securities of such series of other authorized denominations containing identical terms and provisions. Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02
for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Subordinated Debt Security or Subordinated Debt Securities of the same series which the Holder making the exchange shall be
entitled to receive. 


     Except as otherwise specified pursuant to Section 3.01, the Company shall cause to be kept in the principal 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 “Subordinated Debt Security Register” provided, no such Subordinated 


26
















     Debt Security Register shall
be maintained in any office or agency in the United Kingdom other
than in Scotland) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of registered Subordinated
Debt Securities and of transfers of such Subordinated Debt Securities. The Trustee
is hereby appointed “Subordinated Debt Security
Registrar” for the purpose of registering
Subordinated Debt Securities in registered form and transfers of Subordinated
Debt Securities in registered form as herein provided.

      Registered Subordinated
          Debt Securities shall be transferable only on the Subordinated Debt
          Security Register. Upon surrender for registration of transfer of any
          registered Subordinated Debt Security of any series at an office or
          agency of the Company designated pursuant to Section 10.02 for such
          purpose, the Company shall execute, and the Trustee shall authenticate
          and deliver, in the name of the designated transferee or transferees,
          one or more new registered Subordinated Debt Securities of the same
          series of any authorized denominations containing identical terms and
          provisions, of a like aggregate principal amount.

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


     Every registered Subordinated Debt 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 Subordinated Debt Security Registrar duly executed, by the registered Holder thereof or his attorney duly authorized in writing.


     No service charge shall be made for any registration of transfer or exchange of Subordinated Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange of Subordinated Debt Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


     The Company shall not be required (i) to issue, register the transfer of or exchange any Subordinated Debt Security of any series during a period beginning at the opening of business 15 days before
the day of the giving of a notice of redemption of Subordinated Debt Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the day of the giving of


27
















 such notice, or (ii) to register the transfer of or
exchange any Subordinated Debt Security so selected for redemption in whole or
in part, except the unredeemed portion of any Subordinated Debt Securities being
redeemed in part.

      SECTION 3.06. Mutilated,
               Destroyed, Lost and Stolen Subordinated Debt Securities.
               If any mutilated Subordinated Debt Security (including any Global
               Security) is surrendered to the Trustee, the Company may execute
               and the Trustee shall, in the case of a Subordinated Debt Security,
               authenticate and deliver in exchange therefor a new Subordinated
               Debt Security of the same series containing identical terms and
               provisions and of like amount, and bearing a number not contemporaneously
               outstanding.

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

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


     Upon the issuance of any new Subordinated Debt 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 Subordinated Debt Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Subordinated Debt Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Subordinated Debt Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Subordinated Debt Securities Indenture
equally and proportionately with any and all other Subordinated Debt Securities of that series duly issued hereunder.


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      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 Subordinated Debt Securities.

      SECTION 3.07. Payment;
               Interest Rights Preserved. (a) Except
               as otherwise provided as contemplated by Section 3.01 with respect
               to any series of Subordinated Debt Securities, if the Company
               does not make a payment of principal of (and premium, if any,
               on) or interest, if any, with respect to any series of Subordinated
               Debt Securities on the original due date for payment, the obligation
               to make such payment shall be deferred until (i) in the case of
               a payment of interest, the date upon which a dividend is paid
               on any class of the Company’s share capital and (ii) in the
               case of a payment of principal, the first Business Day after the
               date that falls six months after the original due date for payment
               (a “Deferred Payment Date”).
               Failure by the Company to make any such payment prior to such
               Deferred Payment Date shall not constitute a Default by the Company
               or otherwise allow any Holder to sue the Company for such payment
               or take any other action. Each payment so deferred will accrue
               interest at the rate prevailing immediately before the original
               due date with respect to such payment. Any amount the due date
               of which is deferred pursuant to the above shall not be treated
               as due for any purpose (including, without limitation, for the
               purposes of ascertaining whether or not a Default has occurred)
               until the Deferred Payment Date.

      (b) Except as otherwise
          provided as contemplated by Section 3.01 with respect to any series
          of Subordinated Debt Securities, interest, if any, on any 
Subordinated Debt Securities which is payable, and is paid
or duly provided for, on any Interest Payment Date shall be paid, in the case
of registered Subordinated Debt Securities, to the Person in whose name that
Subordinated  Debt Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest or, in
the case of Global Securities held by any Holder, to the Holder including through
a Paying Agent of the  Company designated pursuant to Section 3.01 outside the
United Kingdom for collection by the Holder.


     In the case of registered Subordinated Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of New York will be made in Dollars by check
drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by the payee with, a bank in The City of New York.


     In the case of registered Subordinated Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to Section 3.01.


29















      Any interest on any Subordinated
          Debt Security of any series which is payable, but is not punctually
          paid or duly provided for, on any Interest Payment Date is herein called “Deferred Interest”. Deferred
          Interest on any registered Subordinated Debt Security of any series
          shall forthwith cease to be payable to the Holder on the relevant Regular
          Record Date by virtue then of having been such Holder, and such Deferred
          Interest may be paid, in the case of registered Subordinated Debt Securities,
          to the Person in whose name that Subordinated Debt Security (or one
          or more Predecessor Subordinated Debt Securities) is registered at
          the close of business on the Deferred Record Date for such interest
          or may be paid by the Company, at its election, to the person who is
          the Holder on the record date established by the Company for such purpose.

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

      SECTION 3.08. Persons
               Deemed Owners. Prior to due presentment
               of a registered Subordinated Debt 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 Subordinated
               Debt Security is registered as the owner of such Subordinated
               Debt Security for the purpose of receiving payment of principal
               of (and premium, if any) and (subject to Section 3.07) interest,
               if any, on such Subordinated Debt Security and for all other purposes
               whatsoever, whether or not 
such Subordinated Debt 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 3.09. Cancellation. All Subordinated Debt Securities surrendered for
payment, redemption, registration of transfer or exchange shall, if surrendered to 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 Subordinated Debt Securities previously authenticated and delivered hereunder and all Subordinated Debt Securities so delivered shall be promptly cancelled by the Trustee. No Subordinated Debt Securities shall be authenticated in
lieu of or in exchange for any Subordinated Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Subordinated Debt Securities of any series or pursuant to the provisions of this Subordinated
Debt Securities Indenture. The Trustee shall deliver to the Company all cancelled Subordinated Debt Securities held by the Trustee.


30















      SECTION 3.10. Computation
               of Interest. Except as otherwise
               specified pursuant to Section 3.01 for Subordinated Debt Securities
               of any series, payments of interest on the Subordinated Debt Securities
               of each series shall be computed on the basis of a 360-day year
               of twelve 30-day months.

      SECTION 3.11. Cusip
               Numbers. The Company in issuing
               any series of the Subordinated Debt Securities may use CUSIP, “ISIN” and/or “Common
               Code” numbers (if then generally in use) or any successor
               to such numbers and thereafter with respect to such series, the
               Trustee shall use “CUSIP”, “ISIN” and/or “Common
               Code” numbers or successor numbers in notices of redemption
               as a convenience to Holders; provided that
               any such notice may state that no representation is made as to
               the correctness of such numbers either as printed on the Subordinated
               Debt Securities or as contained in any notice of a redemption
               and that reliance may be placed only on the other identification
               numbers printed on the Subordinated Debt Securities, and any such
               redemption shall not be affected by any defect in or omission
               of such numbers. The Company will promptly notify the Trustee
               of any change in the “CUSIP”, “ISIN” and/or “Common
               Code” numbers or successor numbers.




ARTICLE 4


SATISFACTION AND DISCHARGE


     SECTION 4.01. Satisfaction and Discharge of Subordinated Debt Securities Indenture. This Subordinated Debt Securities Indenture shall upon Company Request cease to be of further effect with respect to Subordinated Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange
of Subordinated Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Subordinated Debt Securities Indenture
with respect to the Subordinated Debt Securities of such series when



(a) either


     (i) all Subordinated Debt Securities
of such series theretofore authenticated and delivered (other than (A) Subordinated
Debt Securities which have been destroyed, lost or stolen and which have been
 replaced or paid as provided in Section 3.06 and (B) Subordinated Debt Securities
for whose  payment money has theretofore been deposited in trust or segregated
and held in trust by the  Company and thereafter repaid to the



31
     

     













Company or discharged from such trust, as provided in Section
10.03) have been delivered to the Trustee for cancellation; or

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

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

      (B) 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, or

      (C) are to be exchanged
          for Dollar Preference Shares or Exchange Securities and notice of exchange
          of such Subordinated Debt Securities for Dollar Preference Shares or
          Exchange Securities pursuant to Article Thirteen shall have been given,

                

 and the Company has deposited or caused to be deposited
          with the Trustee, as trust funds in trust for the purpose, an amount
          in cash, or U.S. Government Obligations (with respect to Subordinated
          Debt Securities denominated in Dollars) or Foreign Government Securities
          (with respect to Subordinated Debt Securities
          denominated in the same Foreign Currency) maturing, in the case of
          (A) and (B) above, as to principal and interest, if any, and, in the
          case of (C) above, as to accrued interest, if any, in such amounts
          and at such times as will ensure the availability of cash sufficient
          to pay and discharge all claims with respect to such Subordinated Debt
          Securities not theretofore delivered to the Trustee for cancellation,
          in the case of (A) and (B) above, for principal (and premium, if any)
          and accrued interest, if any, and, in the case of (iii) above, as to
          accrued interest, if any, to the date of such deposit (in the case
          of Subordinated Debt Securities which have become due and payable)
          or to the Redemption Date or the Exchange Date, as the case may be;


     (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Subordinated Debt Securities of such series; and


     (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and
discharge of




32















this Subordinated Debt Securities Indenture with respect
          to the Subordinated Debt Securities of such series have been complied
          with.



      Notwithstanding any satisfaction
          and discharge of this Subordinated Debt Securities Indenture, the obligations
          of the Company to the Trustee under Section 6.07, the obligations of
          the Trustee to any Authenticating Agent under Section 6.14 and, if
          cash, U.S. Government Obligations and/or Foreign Government Securities
          shall have been deposited with the Trustee pursuant to subclause 4.01(a)(ii)
          of clause 4.01(a) of this Section, the obligations of the Trustee under
          Section 4.02 and the last paragraph of Section 10.03 shall survive
          such satisfaction and discharge.

      SECTION 4.02. Application
               of Trust Money. Subject to the provisions
               of the last paragraph of Section 10.03, all cash, U.S. Government
               Obligations and Foreign Government Securities deposited with the
               Trustee pursuant to Section 4.01 shall be held in trust and such
               cash and the proceeds from such U.S. Government Obligations and/or
               Foreign Government Securities shall be applied by it, in accordance
               with the provisions of the Subordinated Debt Securities of such
               series, and this Subordinated Debt Securities Indenture, to the
               payment, either directly or through any Paying Agent (including
               the Company acting as Paying Agent) as the Trustee may determine,
               to the Persons entitled thereto, of the principal (and premium,
               if any) and interest for the payment of which such cash, U.S.
               Government Obligations and/or Foreign Government Securities have
               been deposited with the Trustee.



     SECTION 4.03. Repayment to Company. The Trustee, the Calculation Agent and any
Paying Agent promptly shall pay to the Company upon Company Request any excess money, U.S. Government Obligations and/or Foreign Government Securities held by them at any time with respect to any series of Subordinated Debt Securities.


ARTICLE 5


REMEDIES


     SECTION 5.01. Events of Default. “Event of
Default”, wherever used herein with respect to Subordinated Debt Securities of a particular series, means (i) the making of an order by a court of competent jurisdiction which is not successfully appealed within 30
days of the making of such order, or valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the Company (other than under or in connection with a scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency) or (ii) 


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any other Event of Default provided with respect to Subordinated
          Debt Securities of such series pursuant to Section 3.01.

      SECTION 5.02. Acceleration
               of Maturity; Rescission and Annulment.
               If an Event of Default occurs with respect to Subordinated Debt
               Securities of any series and is continuing, then in every such
               case the Trustee or the Holder or Holders of not less than 25%
               in aggregate principal amount of the Outstanding Subordinated
               Debt Securities of such series may declare the principal amount
               (or, in the case of Discount Securities, the accreted face amount
               together with accrued interest, if any, on) of all the Subordinated
               Debt Securities of that series to be due and payable immediately,
               by a notice in writing to the Company (and to the Trustee if given
               by the Holder or Holders), and upon any such declaration such
               principal amount (or specified amount) shall become immediately
               due and payable.

      At any time after such a
          declaration of acceleration with respect to Subordinated Debt Securities
          of any series has been made but before a judgment or decree for payment
          of the money due has been obtained by the Trustee as hereinafter in
          this Article provided, the Holder or Holders of a majority in aggregate
          principal amount of the Outstanding Subordinated Debt Securities of
          such series, by written notice to the Company and the Trustee, may
          rescind or annul such declaration of acceleration and its consequences
          (including any Event of Default under another series of Subordinated
          Debt Securities arising therefrom) but only if


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



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


     (ii) 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




     (b) all Events of Default with respect to Subordinated Debt Securities of such series have been remedied.




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


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     SECTION 5.03. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, “Default” wherever used herein with respect
to Subordinated Debt Securities of a particular series, means any one of the following events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):



     (a) the Company fails to pay any instalment of interest on any Subordinated Debt Security of such series on or before its Deferred Payment Date and such failure continues for 14 days; or


     (b) the Company fails to pay all or any part of the principal of (and premium, if any, on) any Subordinated Debt Security of such series on its Deferred Payment Date, or when such principal shall
otherwise become due and payable, whether upon redemption or otherwise, and such failure continues for seven days;




     If a Default occurs and is continuing, the Trustee may pursue all legal remedies available to it, including commencing a proceeding in England or Scotland (but not elsewhere) for the winding-up of the
Company, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Subordinated Debt Securities to be due and payable.



     The Trustee and Holders of Subordinated Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim or combination of accounts with respect to the
Subordinated Debt Securities or this Subordinated Debt Securities Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder or the Trustee to the Company) that they might
otherwise have against the Company, whether before or during a winding up of the Company.


     Notwithstanding the foregoing, failure to make any payment in respect of a series of Subordinated Debt Securities shall not be a Default in respect of such Subordinated Debt Securities if such payment
is withheld or refused (i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment, or (ii) in case of doubt as to the validity or applicability
of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of such period of 14 days (in the case of payments under clause 


35
















5.03(a) above) or seven days (in the case of payments under
clause 5.03(b) above) by independent legal advisers acceptable to the Trustee,
provided, however, that the Trustee may by notice to the Company require the
Company to take such action (including but not limited to proceedings for a declaration
by a court of competent jurisdiction) as the Trustee may be advised in an Opinion
of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate
and reasonable in the circumstances to resolve such doubt, in which case the
Company shall forthwith take and expeditiously proceed with such action and shall
be bound by any final resolution of the doubt resulting therefrom. If any such
action results in a determination that the relevant payment can be made without
violating any applicable law, regulation or order then the provisions of the
preceding sentence shall cease to have effect and the payment shall become due
and payable on the expiration of 14 days (in the case of payments under clause
5.03(a) above) or seven days (in the case of payments under clause 5.03(b) above)
after the Trustee gives written notice to the Company informing it of such resolution.

      No recourse for the payment
          of the principal of (or premium, if any) or interest, if any, on any
          Subordinated Debt Security, or for any claim based thereon or otherwise
          in respect thereof and no recourse under or upon any obligation, covenant
          or agreement of the Company in this Subordinated Debt Securities Indenture,
          or in any Subordinated Debt Security, or because of the creation of
          any indebtedness represented thereby, shall be had against any incorporator,
          stockholder, officer or director, past, present or future, of the Company
          or of any successor corporation of the Company, either directly or
          through the Company or any successor corporation, whether by virtue
          of any constitution, statute or rule of law, or by the enforcement
          of any assessment or penalty or otherwise;
          it being expressly understood that to the extent lawful all such liability
          is hereby expressly waived and released as a condition of, and as a
          consideration for, the execution of this Subordinated Debt Securities
          Indenture and the issue of the Subordinated Debt Securities.


     SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, winding-up or other judicial proceeding relative to the Company or any other obligor upon the Subordinated Debt Securities of any series or to
the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of
the Subordinated Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal
(and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such


36
















 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 and other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder of a Subordinated Debt Security
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to such Holders or holders, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due to the Trustee under Section 6.07.

      Subject to Article Eight
          and Section 9.02, nothing herein contained shall be deemed to authorize
          the Trustee to authorize or consent to or accept or adopt on behalf
          of any Holder of any Subordinated Debt Security any plan of reorganization,
          arrangement, adjustment, or composition affecting any Subordinated
          Debt Securities or the rights of any Holder of any Subordinated Debt
          Security or to authorize the Trustee to vote in respect of the claim
          of any such Holder or holder in any such proceeding.

      The provisions of this Section
          5.04 are subject to the provisions of Section 12.01.

      SECTION 5.05. Trustee
               May Enforce Claims Without Possession of Subordinated Debt Securities. All rights of action and claims under this Subordinated Debt Securities
               Indenture or the Subordinated Debt Securities may be
               prosecuted and enforced by the Trustee without the possession
               of any of the Subordinated Debt Securities or the production thereof
          in any proceeding relating thereto, and any such proceeding instituted
          by the Trustee shall be brought in its own name as trustee of an express
          trust, and any recovery of judgment shall, after provision for the
          payment of the reasonable compensation, expenses, disbursements and
          advances of the Trustee, its agents and counsel (subject, with regard
          to the Company, to the provisions of Section 12.01) be for the ratable
          benefit of the Holders of the Subordinated Debt Securities in respect
          of which such judgment has been recovered.


     SECTION 5.06. Application of Money Collected. Any money collected by the Trustee
pursuant to this Article in respect of any series of Subordinated Debt Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium,
if any) or interest, if any, upon presentation of such Subordinated Debt 


37















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 applicable to such series of Subordinated Debt Securities
          in respect of which or for the benefit of which such money has been
          collected due the Trustee under Section 6.07;

      SECOND: To the payment of
          the amounts then due and unpaid for principal of (and premium, if any)
          and interest, if any, on such series of Subordinated Debt 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 Subordinated Debt Securities
          for principal (and premium, if any) and interest, if any, respectively;
          and

      THIRD: To the payment of
          the balance, if any, to the Company or any other Person or Persons
          legally entitled thereto.

      SECTION 5.07. Limitation
               on Suits. No Holder of any Subordinated
               Debt Security of any series shall have any right to institute
               any proceeding, judicial or otherwise, with respect to this Subordinated
               Debt Securities Indenture, or for the appointment of a receiver
               or trustee, or for any other remedy hereunder, unless


      (a) such Holder has previously
          given written notice to the Trustee of a continuing Event of Default
          or Default with respect to Subordinated Debt Securities of the same
          series specifying such Event of Default or Default and stating that
          such notice is a “Notice of Default” hereunder;



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


     (c) such Holder of a Subordinated Debt Security has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such
request;


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


     (e) no direction inconsistent
with such written request has been given to the Trustee during such 60-day period
by the Holders of a 



 


38
















     majority in principal amount of the Outstanding Subordinated
Debt Securities of such series;



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

      SECTION 5.08. Unconditional
               Right of Holders to Receive Principal, Premium and Interest, if
               any. Notwithstanding any other provision in this Subordinated Debt
               Securities Indenture, the Holder of any Subordinated Debt Security
               shall have the right, which is absolute and unconditional, to
               receive payment of the principal of (and premium, if any) and
               (subject to Section 3.07) interest, if any, on such Subordinated
               Debt Security on the respective Stated Maturities as expressed
               in such Subordinated Debt Security (or, in the case of redemption
               or exchange, on the Redemption Date or Exchange Date, as the case
               may be) and to institute suit for the enforcement of any such
               payment, and such rights shall not be impaired without the consent
               of such Holder or holder.

      SECTION 5.09. Restoration
               of Rights and Remedies. If the Trustee
               or any Holder of any Subordinated Debt Security has instituted
               any proceeding to enforce any right or remedy under this Subordinated
               Debt Securities 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 of Subordinated Debt Securities shall
               be restored severally and respectively to their former positions
               hereunder and thereafter  all rights and remedies of the Trustee
               and the Holders of Subordinated Debt Securities shall continue
               as though no such proceeding had been instituted.


     SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Subordinated Debt Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Subordinated
Debt Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or


39












 employment of any right or remedy hereunder, or otherwise,
          shall not prevent the concurrent assertion or employment of any other
          appropriate right or remedy.

      SECTION 5.11. Delay
               or Omission Not Waiver. No delay
               or omission of the Trustee or of any Holder of any Subordinated
               Debt Security to exercise any right or remedy accruing upon any
               Event of Default or Default shall impair any such right or remedy
               or constitute a waiver of any such Event of Default or Default
               or an acquiescence therein. Every right and remedy given by this
               Article or by law to the Trustee or to the Holders of Subordinated
               Debt Securities may be exercised from time to time, and as often
               as may be deemed expedient, by the Trustee or by the Holders of
               Subordinated Debt Securities, as the case may be.

      SECTION 5.12. Control
               by Holders. The Holders of a majority
               in aggregate principal amount of the Outstanding Subordinated
               Debt Securities of any series shall have the right to direct the
               time, method and place of conducting any proceeding for any remedy
               available to the Trustee, or exercising any trust or power conferred
               on the Trustee with respect to the Subordinated Debt Securities
               of such series, provided that


      (a) such direction shall
          not be in conflict with any rule of law or with this Subordinated Debt
          Securities Indenture;

      (b) the Trustee shall not
          determine that the action so directed would be unjustly prejudicial
          to the Holders of any Subordinated Debt Securities of any series not
          taking part in such direction with respect to which the Trustee is
          acting as the Trustee; and

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





     SECTION 5.13. Waiver of past Defaults. The Holders of not less than a majority in
aggregate principal amount of the Outstanding Subordinated Debt Securities of any series may on behalf of the Holders of all the Subordinated Debt Securities of such series waive any past Event of Default or Default hereunder with respect to such
series and its consequences, except an Event of Default or Default



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


     (b) in respect of a covenant
or provision hereof which under Article Nine cannot be modified or amended without
the consent of the 




40















     Holder of each Outstanding Subordinated
               Debt Security of such series affected.



      Upon any such waiver, such
          Event of Default or Default shall cease to exist, and any Event of
          Default or Default with respect to any series arising therefrom shall
          be deemed to have been cured and not to have occurred for every purpose
          of this Subordinated Debt Securities Indenture, but no such waiver
          shall extend to any subsequent or other Event of Default or Default
          or impair any right consequent thereon.

      SECTION 5.14. Undertaking
               for Costs. All parties to this Subordinated
               Debt Securities Indenture agree, and each Holder of any Subordinated
               Debt Security by his acceptance thereof shall be deemed to have
               agreed, that any court may in its discretion require, in any suit
               for the enforcement of any right or remedy under this Subordinated
               Debt Securities Indenture, or in any suit against the Trustee
               for any action taken, suffered or omitted by it as Trustee, the
               filing by any party litigant to such suit of an undertaking to
               pay the costs of such suit, and that such court may in its discretion
               assess reasonable costs, including reasonable attorneys’ fees
               and expenses, against any party litigant in such suit, having
               due regard to the merits and good faith of the claims or defenses
               made by such party litigant; but the provisions of this Section
               shall not apply to any suit instituted by the Trustee, to any
               suit instituted by any Holder or group of Holders holding in the
               aggregate more than 10% in principal amount of the Outstanding
               Subordinated Debt Securities of any series, or to any suit instituted
               by any Holder for the enforcement of the payment of the principal
               of (or premium, if any) or interest, if any, on any Subordinated
               Debt Security on or after the respective Stated Maturities expressed
               in such Subordinated Debt Security (or, in the case of redemption
               or exchange, on or after the Redemption Date or the Exchange Date,
               as the case may be).



ARTICLE 6


THE TRUSTEE


     SECTION 6.01. Certain Duties and Responsibilities. The duties and responsibilities
of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Subordinated Debt Securities 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. Whether or not therein expressly so


41
















 provided, every provision of this Subordinated Debt Securities
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
6.01.

      SECTION 6.02. Notice
               of Defaults. Within 90 days after
               the occurrence of any Event of Default or Default hereunder with
               respect to Subordinated Debt Securities of any series of which
               a Responsible Officer of the Trustee has actual knowledge the
               Trustee shall transmit in the manner and to the extent provided
               in Section 1.06 to Holders of Subordinated Debt Securities of
               such series notice of such Event of Default or Default hereunder
               known to the Trustee, unless such Event of Default or Default
               shall have been cured or waived; provided, however,
               that, the Trustee shall be protected in withholding such notice
               if it determines in good faith that the withholding of such notice
               is in the interest of the Holders of Subordinated Debt Securities
               of such series.

      SECTION 6.03. Certain
               Rights of Trustee. Subject to the
               provisions of Section 6.01:


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

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

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


     (d) the Trustee may consult with counsel of its own 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;




42















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

      (f) the Trustee shall not
          be bound to make any investigation into the facts or matters stated
          in any resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note,
          coupon or 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 at the expense
          of the Company and shall incur no liability by reason of such inquiry
          or investigation;

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

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

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



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




     SECTION 6.04. Not Responsible for Recitals or Issuance of Subordinated Debt Securities. The recitals contained herein and in the Subordinated Debt 


43














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 Subordinated Debt Securities Indenture or of the Subordinated
          Debt Securities, except that the Trustee represents and warrants that
          it has duly authorized, executed and delivered this Subordinated Debt
          Securities Indenture. Neither the Trustee nor any Authenticating Agent
          shall be accountable for the use or application by the Company of Subordinated
          Debt Securities or the proceeds thereof.

      SECTION 6.05. May
               Hold Subordinated Debt Securities.
               The Trustee, any Authenticating Agent, any Paying Agent, any Subordinated
               Debt Security Registrar and any Calculation Agent or any other
               agent of the Company, in its individual or any other capacity,
               may become the owner or pledgee of Subordinated Debt Securities
               and, subject to Sections 6.08 and 6.13, may otherwise deal with
               the Company with the same rights it would have if it were not
               Trustee, Authenticating Agent, Paying Agent, Subordinated Debt
               Security Registrar, Calculation Agent or such other agent.

      SECTION 6.06. Money
               Held in Trust. Money held by the
               Trustee in trust hereunder need not be segregated from other funds
               except to the extent required by law. The Trustee shall be under
               no liability for interest on any money received by it hereunder
               except as otherwise agreed with the Company.

      SECTION 6.07. Compensation
               and Reimbursement.


 The Company agrees

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



     (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any
provision of this Subordinated Debt Securities 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 by a court of
competent jurisdiction to have been caused by its own negligence or bad faith; and




44















      (c) to fully indemnify the
          Trustee for, and to hold it harmless against, any and all loss, liability,
          claim, damage or expense (including legal fees and expenses) incurred
          without negligence or bad faith 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 but excluding any tax liabilities
          of the Trustee in respect of its net profits.



      The Trustee shall notify
          the Company in writing of the commencement of any action or claim in
          respect of which indemnification may be sought promptly after a Responsible
          Officer of the Trustee becomes aware of such commencement (provided
          that the failure to make such notification shall not affect the Trustee’s
          rights hereunder) and the Company shall be entitled to participate
          in, and to the extent it shall wish, to assume the defense thereof,
          including the employment of counsel reasonably satisfactory to the
          Trustee. The Trustee shall not compromise or settle any such action
          or claim without the written consent of the Company, which consent
          shall not be unreasonably withheld.

      The provisions of this Section
          6.07 shall survive termination of this Subordinated Debt Securities
          Indenture or the resignation or removal of the Trustee.

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

      SECTION 6.08. Disqualification;
               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 Subordinated Debt Securities Indenture.



     SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at all times be
a Trustee hereunder with respect to each series which shall be a corporation organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State or District of Columbia authority and, if there be such corporation willing and able to act as 


45














trustee on reasonable and customary terms, having its corporate
          trust office or agency in the Borough of Manhattan, The City of New
          York, New York. If such corporation 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 corporation shall be deemed to
          be its combined capital and surplus as set forth in its most recent
          report of condition so published. If at any time the Trustee shall
          cease to be eligible in accordance with the provisions of this Section,
          it shall resign immediately in the manner and with the effect hereinafter
          specified in this Article 6.

      SECTION 6.10. Resignation
               and Removal; Appointment of Successor.
               (a) No resignation or removal of the Trustee and no appointment
               of a successor Trustee pursuant to this Article shall become effective
               until the acceptance of appointment by the successor Trustee in
               accordance with the applicable requirements of Section 6.11.

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

      (c) The Trustee may be removed
          at any time with respect to the Subordinated Debt Securities of any
          series by Act of the Holders of a majority in principal amount of the
          Outstanding Subordinated Debt Securities of such series delivered to
          the Trustee and to the Company. If the instrument of acceptance by
          a successor Trustee required by Section 6.11 shall not have been delivered
          to the Trustee within 30 days after the giving of such notice of removal,
          the 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 Subordinated Debt Securities of such series.

      (d) If at any time:



     (i) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Subordinated Debt Security of the series as
to which the Trustee has a conflicting interest for at least six months, or


     (ii) the Trustee shall cease to be eligible under Section 6.09 and shall
fail to resign after written request therefor by the Company or by any




46















 Holder who has been a bona fide Holder of a Subordinated
          Debt Security for at least six months, or

      (iii) 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, or

      (iv) the Trustee shall fail
          to perform its obligations to the Company under the Subordinated Debt
          Securities Indenture in any material respect,



 then, in any such case, (A) the Company by a Board Resolution
          may remove the Trustee with respect to any or all series of Subordinated
          Debt Securities or (B) subject to Section 5.14 (and except in the case
          of subparagraph 6.10(d)(iv) above), any Holder who has been a bona
          fide Holder of a Subordinated Debt Security for at least six months
          (and, in the case of Section 6.10(d)(i) above, who is a Holder of a
          Subordinated Debt Security of the series as to which the Trustee has
          a conflicting interest) 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 Subordinated Debt Securities and
          the appointment of a successor Trustee or Trustees.

      (e) 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 Subordinated
          Debt Securities of one or more series, the Company, by a Board Resolution,
          shall promptly appoint a successor Trustee or Trustees with respect
          to the Subordinated Debt Securities of such series (it being understood
          that any successor Trustee may be appointed with respect to the Subordinated
          Debt Securities of one or more or all of such series and at any time
          there shall be only one Trustee with respect to the Subordinated Debt
          Securities of any particular series), and shall comply with the applicable
          requirements of Section 6.11. If, within one year after such resignation,
          removal or incapability, or the occurrence of such vacancy, a successor
          Trustee with respect to the Subordinated Debt Securities of any series
          shall be appointed by Act of the Holders of a majority in principal
          amount of the Outstanding Subordinated Debt
Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section  6.11, become the successor Trustee with respect to the Subordinated
Debt Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Subordinated
Debt


47












  Securities of any series shall have been so appointed
          by the Company or the Holders of Subordinated Debt Securities of such
          series and accepted appointment in the manner hereinafter required
          by Section 6.11, any Holder who has been a bona fide Holder of a Subordinated
          Debt 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 Subordinated Debt Securities of such series.

      (f) The Company shall give
          notice of each resignation and each removal of the Trustee with respect
          to the Subordinated Debt Securities of any series and each appointment
          of a successor Trustee with respect to the Subordinated Debt Securities
          of any series in the manner and to the extent provided in Section 1.06.
          Each notice shall include the name of the successor Trustee with respect
          to the Subordinated Debt Securities of such series and the address
          of its Corporate Trust Office.

      SECTION 6.11. Acceptance
               of Appointment by Successor.

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

     (b) In case of the appointment
          hereunder of a successor Trustee with respect to the Subordinated Debt
          Securities of one or more (but not all) series, the Company, the retiring
          Trustee and each successor Trustee with respect to the Subordinated
          Debt Securities of such series shall execute and deliver an indenture
          supplemental hereto wherein each successor Trustee shall accept such
          appointment and which (i) 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 Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring
with respect to all Subordinated Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
 powers, trusts and duties of 







48











the retiring Trustee with respect to the Subordinated Debt
          Securities of such series as to which the retiring Trustee is not retiring
          shall continue to be vested in the retiring Trustee, and (iii) shall
          add to or change any of the provisions of this Subordinated Debt Securities
          Indenture as shall be necessary to provide for or facilitate the administration
          of the trusts hereunder by more than one Trustee, it being understood
          that nothing herein or in such supplemental indenture shall constitute
          such Trustees co-trustees of the same trust and that each such Trustee
          shall be trustee of a trust or trusts hereunder separate and apart
          from any trust or trusts hereunder administered by any other such Trustee;
          and upon the execution and delivery of such supplemental indenture
          the resignation or removal of the retiring Trustee shall become effective
          to the extent provided therein and each such successor Trustee, without
          any further act, deed or conveyance, shall become vested with all the
          rights, powers, trusts and duties of the retiring
     Trustee with respect to the Subordinated Debt Securities of such 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 Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates.


     (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of this Section 6.11, as the case may be.


     (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article 6.


     SECTION 6.12. 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 Subordinated Debt 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 Subordinated Debt Securities.


49

















     SECTION 6.13. Preferential Collection of Claims. If and when the Trustee shall be
or become a creditor of the Company (or any other obligor upon the Subordinated Debt Securities of a series), 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 6.14. Appointment of Authenticating Agent. The Trustee may at any time
appoint an Authenticating Agent or Agents with respect to one or more series of Subordinated Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Subordinated Debt Securities of such series upon original issue,
or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Subordinated Debt Securities, and Subordinated Debt Securities so authenticated shall be entitled to the benefits of this
Subordinated Debt Securities Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Subordinated Debt Securities Indenture to the authentication and delivery of
Subordinated Debt 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 or national banking association organized and doing business under the
laws of the United States, 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 or District of Columbia 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 Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


     Any corporation or national
banking association into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation or national banking
association resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation or national banking
association succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation or national


50
















  banking association
shall be otherwise eligible under this Section 6.14, 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 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Subordinated Debt Securities in the manner and to the extent provided in
Section 1.06. 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 6.14.


     The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14.


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


     This is one of the Subordinated Debt Securities referred to in the within-mentioned Subordinated Debt Securities Indenture.

 


	THE BANK OF NEW YORK 

               as Trustee	 	 
	 	 		 	 
	 	 		 	 
	
By:
        	 
        	                                             
,
        	 
        	 
        
		 	
          	 	
	

        	 
        	
as Authenticating Agent
        	 
        	

        
			 		
			 		
	
        	
        	 
        	
        	
        
	
By:
        	 
        	

        	 
        	

        
	 	 	
	 	 
	 
        	 	Authorized Signatory	 	 







51












     


     ARTICLE 7


     HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY



     SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders. The
Company, with respect to any series of Subordinated Debt Securities in registered form, will furnish or cause to be furnished to the Trustee



     (a) quarterly, not more than 15 days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Subordinated Debt Securities and Subordinated
Debt Securities on which interest is paid less frequently than quarterly as contemplated by Section 3.01), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Subordinated Debt
Securities as of such Regular Record Date or such specified date, and


     (b) 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.




     The Company need not furnish or cause to be furnished to the Trustee pursuant to this Section 7.01 the names and addresses of Holders of registered Subordinated Debt Securities so long as the Trustee
acts as Subordinated Debt Security Registrar with respect to such series of Subordinated Debt Securities.


     SECTION 7.02. Preservation of Information; Communication to Holders.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent or Capital Security Registrar (if so acting). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so
furnished.


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

     (c) Every Holder,
          by receiving and holding a Subordinated Debt Security, agrees with
     the Company and the Trustee that neither the Company nor 




52















the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b) or otherwise
made pursuant to the Trust Indenture Act.

     SECTION 7.03. Reports by Trustee.


     (a) On or before May 15 in each year following the date hereof, so long as any Subordinated Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in the Trust
Indenture Act a brief report dated as of a date required by and in compliance with the Trust Indenture Act.


     (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee has been notified that the Subordinated
Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Subordinated Debt Securities are listed on any securities exchange.


     (c) The Company will furnish the Trustee with interim and annual reports and upon receipt thereof, the Trustee will mail such reports to all record holders of Subordinated Debt Securities. In
addition, the Company will furnish the Trustee with all notices of meetings at which holders of Subordinated Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made generally available to
holders of Subordinated Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for inspection by holders of Subordinated Debt Securities in such manner as the Company may determine
and, in the case of any notice received by the Trustee in respect of any meeting at which holders of Subordinated Debt Securities of a particular series are entitled to vote, will mail to all such record holders of Subordinated Debt Securities, at
the Company’s expense, a notice containing a summary of the information set forth in such notice of meeting.


     SECTION 7.04. Reports by Company. The Company shall:



     (a) file with the Trustee, within
15 days after the Company is required to file the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then 




53
















it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations. 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 constrictive 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 an Officer’s Certificate);


     (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect
to compliance by the Company with the conditions and covenants of this Subordinated Debt Securities Indenture as may be required from time to time by such rules and regulations. 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 an Officer’s Certificate); and


     (c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.



ARTICLE 8

          CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER



     SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms. The Company
may, without the consent of Holders of any Subordinated Debt Securities of any series Outstanding under this Subordinated Debt Securities Indenture, consolidate or amalgamate with or merge into any other corporation or


54
















convey or transfer or lease its properties and assets substantially as an entirety to any Person, provided that:



     (a) the corporation formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company
substantially as an entirety (i) shall be a company organized and existing under the laws of the United Kingdom or any political subdivision thereof, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Subordinated Debt Securities in accordance with the provisions of such Subordinated Debt Securities
and this Subordinated Debt Securities Indenture and the performance of every covenant of this Subordinated Debt Securities Indenture on the part of the Company to be performed or observed; and


     (b) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and such
supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.




     SECTION 8.02. Successor Corporation Substituted. Upon any consolidation,
amalgamation or merger or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the
Company is merged or to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the Company under this Subordinated Debt Securities Indenture with the same effect as if such
successor corporation had been named as the Company, herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Subordinated Debt Securities Indenture and the Subordinated Debt
Securities.


     SECTION 8.03. Assumption of Obligations. With respect to the Subordinated Debt
Securities of any series, a wholly-owned subsidiary of the Company (a “successor entity”)
may without the consent of any Holder assume the obligations of the Company (or
any corporation which shall have previously assumed the obligations of the Company)
for the due and punctual payment of the principal of (and premium, if any, on)
and interest, if any, on any series of Subordinated Debt Securities in accordance
with the provisions of such 


55
















Subordinated Debt Securities and this Subordinated Debt Securities
Indenture and the performance of every covenant of this Subordinated Debt Security
Indenture and such series of Subordinated Debt Securities on the part of the
Company to be performed or observed provided, that:



     (a) the successor entity shall expressly assume such obligations by an amendment to the Subordinated Debt Securities Indenture, executed by the Company and such successor entity, if applicable, and
delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to the Subordinated Debt Securities Indenture, unconditionally guarantee (such guarantee shall be given on a subordinated basis consistent with
Article Twelve hereof) all of the obligations of such successor entity under the Subordinated Debt Securities of such series and the Subordinated Debt Securities Indenture as so modified by such amendment (provided, however, that, for the purposes of the Company’s obligation to pay Additional Amounts, if any, payable pursuant to Section 10.04 in
respect of the Subordinated Debt Securities, references to such successor entity’s country of organization will be added to references to the United Kingdom);


     (b) such successor entity shall confirm in such amendment to the Subordinated Debt Securities Indenture that such successor entity will pay all Additional Amounts, if any, payable pursuant to Section
10.04 in respect of all the Subordinated Debt Securities (provided, however, that for these purposes such successor entity’s
country of organization will be substituted for the references to the United Kingdom);


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


     (d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article and that all conditions
precedent herein provided for relating to such assumption have been complied with.




     Upon any such assumption, the
successor entity shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Subordinated Debt Securities Indenture
with respect to any such Subordinated Debt Securities with the same effect as
if such successor entity had been named as the Company in this Subordinated Debt
Securities Indenture, and the Company or any legal and valid successor corporation
which shall theretofore have become 


56
















such in the manner prescribed herein, shall be released from
all liability as obligor upon any such Subordinated Debt Securities except as
provided in clause (a) of this Section 8.03.


     In the event of any such assumption, any Additional Amounts, if any, payable pursuant to Section 10.04 will be payable in respect of taxes, levies, imposts, duties, charges, fees, deductions or
withholdings (“Taxes”) imposed by the jurisdiction in which the assuming corporation is incorporated (subject to exceptions equivalent to those that apply to any obligation to pay
Additional Amounts in respect of Taxes imposed by any Taxing Jurisdiction) rather than Taxes imposed by any Taxing Jurisdiction; provided however, that if the Company makes payment under the guarantee, the Company shall be required to pay Additional Amounts related to Taxes (subject to the exceptions set forth in Section 10.04) imposed by any Taxing Jurisdiction by reason of
such payments.

ARTICLE 9

     SUPPLEMENTAL INDENTURES



     SECTION 9.01. 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:



     (a) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Subordinated Debt Securities;



     (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Subordinated Debt Securities (and, if such covenants are to be for the benefit of less than all series
of Subordinated Debt 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;


     (c) to add any additional Events of Default or Defaults;


     (d) to add to, change or eliminate any of the provisions of this Subordinated Debt Securities Indenture, or any supplemental indenture, provided that any such change or elimination shall become effective only
when there is no Subordinated Debt Security Outstanding of any series





57

















 created prior to the execution of such supplemental indenture
effecting such change or elimination which is entitled to the benefit of such
provision, and adversely affected by such addition, change or elimination;


     (e) to secure the Subordinated Debt Securities; 


     (f) to establish the form or terms of Subordinated Debt Securities of any series as permitted by Sections 2.01 or 3.01; 


     (g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained; 


     (h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indenture;


     (i) to make any other provisions with respect to matters or questions arising under this Subordinated Debt Securities Indenture, provided
such action shall not adversely affect the interests of the Holders of Subordinated Debt Securities of any series in any material respect;


     (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Debt Securities of one or more series and to add to or change any of the
provisions of this Subordinated Debt Securities 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 6.11(b); or


     (k) to change or eliminate any provision of this Subordinated Debt Securities Indenture as permitted by Section 1.07.




     SECTION 9.02. Supplemental
Indentures with Consent of Holders. With the consent
of  the Holders of not less than 66 2/3%
in aggregate principal amount of the Outstanding Subordinated Debt Securities
of each series affected by such supplemental Subordinated Debt Securities  Indenture
(voting as a class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of  adding any provisions to or changing in any manner or eliminating any of
the provisions of this Subordinated Debt Securities Indenture or of modifying
in any manner the rights of the Holders of Subordinated Debt Securities of such
series under this  Subordinated Debt Securities Indenture; provided, however,
that no such supplemental indenture 


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may, without the consent of the Holder of each Outstanding
Subordinated Debt Security affected thereby,



     (a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Subordinated Debt Security, reduce the principal amount thereof or the rate of interest,
if any, thereon, or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02, or change the
obligation of the Company (or its successor) to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) on the Subordinated Debt Securities, or the currency of payment of the
principal amount of, premium, if any, or interest on, any such Subordinated Debt Security, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or
exchange, on or after the Redemption Date or the Exchange Date as the case may be); or


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


     (c) modify any of the provisions of this Section or Section 5.13 except to increase any such percentage or to provide that certain other provisions of this Subordinated Debt Securities Indenture
cannot be modified or waived without the consent of the Holder of each Outstanding Subordinated Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(j), or


     (d) change in any manner adverse to the interests of the Holders of any Subordinated Debt Securities, the subordination provisions of the Subordinated Debt Securities or the terms and conditions of
the obligations of the Company in respect of the due and punctual payment of any amounts due and payable on the Subordinated Debt Securities.




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      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.



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


     SECTION 9.03. 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 Subordinated Debt Securities Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Subordinated Debt Securities Indenture. The Trustee may, but shall not be obliged to,
enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Subordinated Debt Securities Indenture or otherwise.


     SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Subordinated Debt Securities Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Subordinated Debt Securities Indenture for all purposes; and
every Holder of Subordinated Debt Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except as otherwise expressed therein.


     SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


     SECTION 9.06. Reference in Subordinated Debt Securities to Supplemental Indentures. Subordinated Debt Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Subordinated Debt Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any



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          such supplemental indenture may be prepared and executed by the
          Company and such Subordinated Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding
     Subordinated Debt Securities of such series.



     ARTICLE 10

     COVENANTS


     SECTION 10.01. Payment of Principal, Premium, and Interest. The Company covenants
and agrees for the benefit of each series of Subordinated Debt Securities that it will duly and punctually pay the principal of (and premium, if any) and (subject to Section 3.07) interest, if any, on the Subordinated Debt Securities of that series
in accordance with the terms of the Subordinated Debt Securities and this Subordinated Debt Securities Indenture.


     SECTION 10.02. Maintenance of Office or Agency. The Company will maintain in each
Place of Payment for any series of Subordinated Debt Securities an office or agency where Subordinated Debt Securities of that series may be presented or surrendered for payment, where Subordinated Debt 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 Subordinated Debt Securities of that series and this Subordinated Debt Securities Indenture may be served; provided, however, that at the option of the Company in the case of registered Subordinated Debt Securities of such series, payment of any interest
thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Subordinated Debt Security Register. With respect to the Subordinated Debt Securities of any series, such office or agency in each
Place of Payment shall be specified as contemplated by Section 3.01, and if not so specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to Section 3.01, the Company will maintain in the Borough
of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of Subordinated Debt Securities of any series and this Subordinated Debt Securities 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. The Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and
demands.


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     The Company may also from
          time to time designate one or more other offices or agencies (in or
          outside the Borough of Manhattan, The City of New York) where the Subordinated
          Debt 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 any obligation to maintain an office or agency in each
          Place of Payment (except as otherwise indicated in this Section) for
Subordinated Debt 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 10.03. Money for Payments to Be Held in Trust. If the Company shall at any
time act as Paying Agent with respect to the Subordinated Debt Securities of any series, it will, on or before each due date for payment of the principal of (and premium, if any) or interest, if any, if any, on any of the Subordinated Debt
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 premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.


     Whenever the Company shall have one or more Paying Agents for any series of Subordinated Debt Securities, it will, prior to each due date for payment of the principal of (and premium, if any) or
interest, if any, on any Subordinated Debt Securities of that series deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or its failure so to act. The Company will cause each Paying Agent for any series of
Subordinated Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:



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


     (b) give the Trustee notice of any default by the Company (or any other obligor upon the Subordinated Debt Securities of that series) in the making of any payment, when due and payable, or principal
of (and





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 premium, if any) or interest, if any, on Subordinated
          Debt Securities of that series; and

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





     The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Subordinated Debt Securities 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 (and premium, if any) or interest, if any, on any Subordinated Debt
Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest, if any, have 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 Subordinated Debt 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 at least once, in an Authorized Newspaper, 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 paid to the Company.


     SECTION 10.04. Additional Amounts. Unless otherwise specified in any Board
Resolution establishing the terms of Subordinated Debt Securities of a series in accordance with Section 3.01, all amounts of principal, and premium, if any, and interest, if any, on any series of Subordinated Debt Securities will be paid by the
Company without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or
assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”),
unless such deduction or withholding is required by law.


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 If deduction or withholding of any such taxes, levies, imposts,
duties, charges, fees, deductions or withholdings shall at any time be required
by the Taxing Jurisdiction, the Company will pay such additional amounts of,
or in respect of, the principal amount of, premium, if any, and interest, if
any, on any series of Subordinated Debt Securities (“Additional
Amounts”) as may be necessary in order that
the net amounts paid to the Holders of Subordinated Debt Securities of the particular
series, after such deduction or withholding, shall equal the respective amounts
of principal, premium, if any, and interest, if any, which would
have been payable in respect of such Subordinated Debt Securities had no such
deduction or withholding been required; provided,
however, that the foregoing will not  apply to any such tax, levy, impost, duty,
charge, fee, deduction or withholding which would not have been payable or due
but for the fact that:



     (i) the Holder or the beneficial owner of the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically
present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment of (or in respect of) principal of, premium, if
any, or interest, if any, on any Subordinated Debt Security of the relevant series, 


     (ii) except in the case of a winding-up of the Company in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United Kingdom,



     (iii) the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later,
except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period, or 


     (iv) the Holder or the beneficial owner of the relevant Subordinated
Debt Security or the beneficial owner of any payment of (or in respect of) principal
of, or interest, if any, on such Subordinated Debt Security failed to comply
with a request of the Company or its liquidator or  other authorized person addressed
to the Holder (x) to provide information concerning the nationality, residence
or identity of the Holder or such beneficial owner or (y) to make any declaration
or other similar claim to satisfy any information  requirement, which in the
case of (x) or (y), is required or imposed by a statute, treaty, regulation or
administrative 




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practice of the Taxing Jurisdiction as a precondition to
          exemption from all or part of such tax, assessment or other governmental
          charge;

      (v) the withholding or deduction
          is imposed on a payment to or for the benefit of an individual and
          is required to be made pursuant to any European Union Directive on
          the taxation of savings implementing the proposal for a European Union
          Directive presented by the European Union Commission on July 18, 2001
          or any law implementing or complying with, or introduced in order to
          conform to, such directive;




     (vi) the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by
presenting (where presentation is required) the relevant Subordinated Debt Security to another paying agent in a Member State of the European Union; or


     (vii) any combination of subclauses (i) through (vi) above; 




nor shall Additional Amounts be paid with respect to the principal of, and interest on, the Subordinated Debt Securities to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such
partnership other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.


     Whenever in this Subordinated Debt Securities Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, if any, on, or in respect of, any
Subordinated Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.


     SECTION 10.05. Corporate Existence. Subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.


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      SECTION 10.06. Statement
               as to Compliance. The Company will
               deliver to the Trustee, within 120 days after the end of each
               fiscal year, a certificate in compliance with Section 314(a)(4)
               of the Trust Indenture Act.

      SECTION 10.07. Original
               Issue Document. The Company shall
               provide to the Trustee on a timely basis such information, if
               any, as the Trustee requires to enable the Trustee to prepare
               and file any form required to be submitted by the Company with
               the Internal Revenue Service and the Holders of the Subordinated
               Debt Securities relating to any original issue discount, including,
               without limitation, Form 1099-OID or any successor form.




     ARTICLE 11


     REDEMPTION OF SUBORDINATED 
DEBT SECURITIES




     SECTION 11.01. Applicability of Article. Subordinated Debt Securities of any
series shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance with this Article 11.


     SECTION 11.02. Election to Redeem; Notice to Trustee. The election of the Company
to redeem any Subordinated Debt Securities shall be evidenced by a Board Resolution. 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 Subordinated Debt Securities of such series to be redeemed and, if applicable, the tenor of the Subordinated Debt Securities to be redeemed. In the case of any redemption of Subordinated
Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in the terms of such Subordinated Debt Securities or elsewhere in this Subordinated Debt Securities Indenture, the Company shall furnish the
Trustee with respect to such Subordinated Debt Securities with an Officer’s Certificate evidencing compliance with or waiver of such provision.


     SECTION 11.03. Selection by Trustee of Subordinated Debt Securities to Be Redeemed. If less than all the Subordinated Debt Securities of any series are to be redeemed, the particular Subordinated Debt Securities to be redeemed shall be selected not more than 60 days nor less than 30 days prior to the Redemption Date
by the Trustee, from the Outstanding Subordinated Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for registered 


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Subordinated Debt Securities of that series or any multiple
thereof) of the principal amount of Subordinated Debt Securities of such series
of a denomination larger than the minimum authorized denomination for Subordinated
Debt Securities of that series.

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

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


     SECTION 11.04. Notice of Redemption. Notice of redemption shall be given not less
than 30 nor more than 60 days prior to the Redemption Date to each Holder of Subordinated Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06.

     All notices of redemption shall state:


     (a) 
     the Redemption Date,


     (b) the Redemption Price,

     (c) if less than all the
Outstanding Subordinated Debt Securities of any series are to be redeemed, the
principal amount of the Subordinated Debt Securities to be redeemed,



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


     (e) the place or places where such Subordinated Debt Securities are to be surrendered for payment of the Redemption Price, and


     (f) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Subordinated Debt Securities.



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

      SECTION 11.05. Deposit
               of Redemption Price. On or prior
               to any Redemption Date, the Company shall deposit with the Trustee
               or with a Paying Agent (or, if the Company is acting as Paying
               Agent, segregate and hold in trust as provided in Section 10.03)
               an amount of money sufficient to pay the Redemption Price of,
               and (except if the Redemption Date shall be an Interest Payment
               Date) accrued but unpaid interest on, all the Subordinated Debt
               Securities which are to be redeemed on that date.

      SECTION 11.06. Subordinated
               Debt Securities Payable on Redemption Date.
               Notice of redemption having been given as aforesaid, the Subordinated Debt
               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, if
               any) such Subordinated Debt Securities shall cease to accrue interest.
               Upon surrender of any such Subordinated Debt Security for redemption
               in accordance with said notice, such Subordinated Debt Security
               shall be paid  by the Company at the Redemption Price, together
               with accrued but unpaid interest to the Redemption Date; provided, however,
               that  with respect to any Subordinated Debt Securities in registered
               form, unless otherwise specified as contemplated by Section 3.01,
               a payment of interest which is payable on a Interest Payment Date
               which is the Redemption Date, shall be payable to the  Holders
               of such Subordinated Debt Securities, or one or more Predecessor
               Securities, registered as such at the close of business on the
               relevant Regular or Deferred Record Date according to the terms
               of the Subordinated Debt Securities and the  provisions of Section
               3.07.


     If any Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated Debt Security shall, until paid, continue to accrue interest from
and after the Redemption Date in accordance with its terms and the provisions of Section 3.07.


     SECTION 11.07. Subordinated Debt Securities Redeemed in Part. Any Subordinated
Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, only in the case of Subordinated Debt Securities in registered form, 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 Subordinated Debt Security without 


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service charge, a new Subordinated Debt Security or Subordinated
Debt Securities of the same series of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Subordinated Debt Security so surrendered.

      SECTION 11.08. Optional
               Redemption Due to Changes in Tax Treatment.
               Unless otherwise provided as contemplated by Section 3.01 with
               respect to any series of Subordinated Debt Securities, the Subordinated
               Debt Securities are redeemable, as a whole but not in part, at
               the option of the Company, on not less than 30 nor more than 60
               days’ notice, on any Interest Payment Date, at a redemption
               price equal to 100% of the principal amount, together with accrued
               but unpaid interest, if any, in respect of such series of Subordinated
               Debt Securities to the date fixed for redemption (or, in the case
               of Discount Securities, the accreted face amount thereof, together
               with accrued interest, if any), if, at any time,
               the Company shall determine that as a result of a change in or
               amendment to the laws or regulations of the Taxing Jurisdiction
          (including any treaty to which such Taxing Jurisdiction is a party),
          or any change in the official application or interpretation of such
          laws or regulations (including a decision of any court or tribunal)
          which change or amendment becomes effective on or after a date included
          in the terms of such series of Subordinated Debt Securities pursuant
          to Section 3.01:



     (a) in making payment under the Subordinated Debt Securities in respect of principal or premium, if any, or interest, if any, it has or will or would on the next Interest Payment Date become obligated
to pay Additional Amounts;


     (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as “distributions” within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or 


     (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value
of such deduction to the Company would be materially reduced). 




     In any case where the Company shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt
Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent United Kingdom counsel of 


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recognized standing (selected by the Company) in a form
          satisfactory to the Trustee confirming that the relevant change in
          the official application or interpretation of such laws or regulations
          has occurred and that the Company is entitled to exercise its right
          of redemption.

     SECTION 11.09.
[Reserved].



ARTICLE 12


SUBORDINATION OF SUBORDINATED DEBT SECURITIES


     SECTION 12.01. Subordinated Debt Securities Subordinate to Claims of Senior Creditors.


     (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Company covenants and agrees, and each Holder of Subordinated Debt
Securities of each series, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article Twelve, the Subordinated Debt Securities of such series and the payment of the principal
of, premium, if any and interest, if any, on each and all of the Subordinated Debt Securities of such series are hereby expressly made in the event of a winding-up of the Company subordinate and subject in right of payment to the prior payment in
full of all claims of the Senior Creditors.


     (b) The provisions of this Section shall apply only to the payment of principal, premium, if any, and interest, if any, in respect of the Subordinated Debt Securities of any series and nothing herein
shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect thereof.


     (c) The provisions of this Section shall not be applicable to any amounts of principal, premium, if any, and interest, if any, in respect of any of the Subordinated Debt Securities of any series for
the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Subordinated Debt Securities Indenture; provided, however, that at the time of such deposit or setting aside, and immediately thereafter, the foregoing provisions of this Section are
complied with.


     SECTION 12.02. Provisions Solely to Define Relative Rights. The provisions of this
Article Twelve are and are intended solely for the purpose of


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 defining the relative rights of the Holders of the Subordinated
          Debt Securities of each series on the one hand and the Senior Creditors
          on the other hand. Nothing contained in this Article or elsewhere in
          this Subordinated Debt Securities Indenture or in such Subordinated
          Debt Securities is intended to or shall (a) impair, as among the Company
          and the Holders of the Subordinated Debt Securities, the obligation
          of the Company, which is absolute and unconditional, to pay to the
          holders of such claims the principal of, premium, if any, and interest,
          if any, on such Subordinated Debt Securities as and when the same shall
          become due and payable in accordance with their terms and this Subordinated
          Debt Securities Indenture; or (b) affect the relative rights against
          the Company of the 
Holders of such Subordinated Debt Securities; or (c) prevent
the Trustee or the Holder of any Subordinated Debt Securities of the series from
exercising all remedies otherwise permitted by applicable law upon default under
this  Subordinated Debt Securities Indenture, subject to the rights, if any,
under this Article of the Senior Creditors to receive cash, property or securities
otherwise payable or deliverable to the Trustee or such holder.


     SECTION 12.03. Trustee to Effectuate Subordination. Each Holder of a Subordinated
Debt Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of the Subordinated Debt Securities provided in this Article Twelve and
appoints the Trustee his attorney-in-fact for any and all such purposes.


     SECTION 12.04. No Waiver of Subordination Provisions. No right of any present or
future Senior Creditors to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such Senior
Creditor or by any noncompliance by the Company with the terms, provisions and covenants of this Subordinated Debt Securities Indenture, regardless of any knowledge thereof any such Senior Creditor may have or be otherwise charged with.


     SECTION 12.05. Notice to Trustee.
Upon the occurrence of any Event of Default or Default, the Company shall give
prompt written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment when due to or by the Trustee in respect of
the Subordinated Debt Securities of a series. Notwithstanding the provisions
of this Article or any other provisions of this Subordinated Debt Securities
Indenture but subject to the provisions of Section 12.01, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit
the making of any payment when due to or by the Trustee in respect of such Subordinated
Debt Securities unless and until the Trustee shall have received written notice
thereof from the Company or a Senior 


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Creditor or from any trustee therefor; and, prior to the receipt
of any such written notice by a Responsible Officer of the Trustee, the Trustee,
subject to the provisions of Section 6.01, shall be entitled in all respects
to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this Section
at least three Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation,
the payment of the principal of and any premium and interest, if any, on any
Subordinated Debt Security), then, subject to the provisions of Section 12.01,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within three Business Days prior to such date.


     Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a Senior Creditor or a trustee
therefor, to establish that such notice has been given by a Senior Creditor, or a trustee therefor. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Senior Creditor
to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of claims held by such Person, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


     SECTION 12.06. Reliance on Judicial Order or Certificate of Liquidating Agent.
Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 6.01, the Holders of the Subordinated Debt Securities of the series shall be entitled to rely upon (i) any order
or decree entered by any court in England or Scotland (but not elsewhere) in which such winding-up of the Company or similar case or proceeding, including a proceeding for the suspension of payments under English or Scottish law, is pending, or (ii)
a certificate of the liquidator of the Company (the “Liquidator”), assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to
the Trustee or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Senior Creditors and other claims against the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12.


     SECTION 12.07. Trustee Not Fiduciary for Senior Creditors. The Trustee shall not
be deemed to owe any fiduciary duty to the Senior Creditors and shall not be liable to any such holders if it shall in good faith mistakenly pay over or


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 distribute to Holders of Subordinated Debt Securities
          of the series or to the Company or to any other Person cash, property
          or securities to which any Senior Creditors shall be entitled by virtue
          of this Article or otherwise.

      SECTION 12.08. Rights
               of Trustee as Senior Creditor; Preservation of Trustee’s
               Rights. The Trustee in its individual capacity shall be entitled to all
               the rights set forth in this Article with respect to any claims
               of Senior Creditors which may at any time be held by it, to the
               same extent as any other Senior Creditor, and nothing in this
               Subordinated Debt Securities Indenture shall deprive the Trustee
               of any of its rights as such holder.




     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.


     SECTION 12.09. Article Applicable to Paying Agents. At all times when a Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee;
provided, however, that Section 12.08 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts
as Paying Agent.


     SECTION 12.10. Exchanges Not Deemed Payment. For the purposes of this Article
Twelve only, delivery of Dollar Preference Shares or Exchange Securities upon exchange of Subordinated Debt Securities in accordance with Article Thirteen, if applicable to a particular series of Subordinated Debt Securities, shall not be deemed to
constitute a payment or distribution on account of the principal of Subordinated Debt Securities or on account of the purchase or other acquisition of Subordinated Debt Securities. Nothing contained in this Article or elsewhere in this Subordinated
Debt Securities Indenture or in the Subordinated Debt Securities is intended to or shall impair, as among the Company, its creditors and the Holders of the Subordinated Debt Securities, the right, which if applicable to a particular series of
Subordinated Debt Securities is absolute and unconditional, of the Company to exchange the Subordinated Debt Securities in accordance with Article Thirteen.


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ARTICLE 13

          EXCHANGE OF SUBORDINATED DEBT SECURITIES
          



      SECTION 13.01. Applicability
               of Article. If specified pursuant
               to Section 3.01 for Subordinated Debt Securities of any series,
               the Subordinated Debt Securities of any series shall be convertible
               (conversion being referred to herein as “exchange”)
               on any Interest Payment Date as a whole or in part, at the option
               of the Company, on the basis of the principal amount of each Subordinated
               Debt Security, into an equivalent amount in liquidation preference
               of the series of Dollar Preference Shares or Exchange Securities
               specified pursuant to Section 3.01 and (except as otherwise specified
               as contemplated by Section 3.01 for Subordinated Debt Securities
               of any series) in accordance with this Article 13.

      SECTION 13.02. Election
               to Exchange; Notice to Trustee.
               An election of the Company to exchange Subordinated Debt Securities
               shall be evidenced by an 
Officer’s Certificate furnished to the Trustee stating
that the Company is entitled to effect such exchange and setting forth a statement
of facts demonstrating the same.


     SECTION 13.03. Notice of Exchange. Not less than 45 days nor more than 60 days
prior to any date fixed for exchange of Subordinated Debt Securities of a series (the “Exchange Date”), the Company shall notify the Trustee in writing of its election to exchange
the Subordinated Debt Securities of such series. The Trustee shall within 15 days after receipt of notice from the Company, but in no event less than 30 days nor more than 60 days prior to the Exchange Date, cause notice of such election to be (i)
mailed to the Holder (if the address of such Holder is known to the Trustee) if the affected Subordinated Debt Securities are in global form, or (ii) mailed to each Holder of registered Subordinated Debt Securities of such series to be exchanged in
accordance with Section 1.06.

     All notices of exchange shall state:




     (A) the Exchange Date;


     (B) that on the Exchange Date, the Subordinated Debt Securities to be exchanged will cease to exist for any purpose on or after such Exchange Date;


     (C) if less than all the Outstanding Subordinated Debt Securities of any series are to be exchanged, the identification of the particular Subordinated Debt Securities to be exchanged, which
Subordinated Debt Securities shall be selected by the Trustee, from the Outstanding Subordinated Debt Securities of such series not 




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previously called for exchange, by such method as the Trustee
          shall deem fair and appropriate and which may provide for the selection
          for exchange of portions (equal to the minimum authorized denomination
          for Subordinated Debt Securities of that series or any multiple thereof)
          of the principal amount of Subordinated Debt Securities of such series
          of a denomination larger than the minimum authorized denomination for
          Subordinated Debt Securities of that series; and

      (D) the place or places
          where such Subordinated Debt Securities are to be surrendered for exchange;
          and

      (E) the form in which the
          Company will issue the Dollar Preference Shares (if not as a single
          share warrant to bearer delivered to the ADR Depositary) or Exchange
          Securities.




     Notice of any exchange of Subordinated Debt Securities at the election of the Company shall be given by the Company or, pursuant to a Company Request by the Trustee, in the name of and at the expense
of the Company.


     SECTION 13.04. Deposit of Interest. Prior to any Exchange Date, the Company shall
deposit with the Trustee an amount of money sufficient to pay accrued interest, if any, to the Exchange Date on all Subordinated Debt Securities of such series.


     SECTION 13.05. Surrender of Subordinated Debt Securities. Any Subordinated Debt
Security which is to be exchanged shall be surrendered at an office or agency of the Company designated for that purpose pursuant to Section 10.02 not less than 10 days prior to the Exchange Date (with, only in the case of registered Subordinated
Debt Securities and 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) accompanied by written notice specifying the Persons (i) in the case of Dollar Preference Shares, to whom ADRs should be issued by the ADR Depositary or, if the Company has notified the Trustee in accordance with Section 13.03 that it will
issue Dollar Preference Shares in definitive form, any direction the Holder may wish to make as referred to in Section 13.06 or (ii) in the case of Exchange Securities, to whom such Exchange Securities are to be issued. The Trustee will inform the
Company of all such notices and the Company will, if applicable, direct the ADR Depositary accordingly under the terms of the ADR Deposit Agreement. Subordinated Debt Securities surrendered for exchange shall, if surrendered to any Person other than


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 the Trustee, be delivered to the Trustee for delivery
          by it to the Company or, if delivered to the Trustee, shall be delivered
          by it to the Company.

      SECTION 13.06. Issuance
               of Dollar Preference Shares or Exchange Securities.
               On the Exchange Date with respect to Global Securities of a series,
               and on or prior to the Exchange Date with respect to definitive
               Subordinated Debt Securities of a series, in each case surrendered
               for exchange as provided in Section 13.05, the Company shall (i)
               in the case of Dollar Preference Shares, unless the Company shall
               have notified the Trustee otherwise in accordance with Section
               13.03, deliver or procure the delivery of a single share warrant
               to bearer to the ADR Depositary representing all of the Dollar
               Preference Shares in respect of which such Subordinated Debt Securities
               are to be exchanged in accordance with the provisions of this
               Article Thirteen or (ii) in the case of Securities, deliver or
               procure the delivery of the Exchange Securities to the Trustee
               or to such other Person as may be specified pursuant to Section
               3.01.

      In the event that the Company
          shall have notified the Trustee in accordance with Section 13.03 that
          it will not deliver or procure the delivery of a 
single share warrant to bearer in exchange for the Subordinated
Debt Securities of a series surrendered for exchange as provided in Section 13.05,
the Company shall, on or prior to the Exchange Date, with respect to definitive
 Subordinated Debt Securities, deliver or procure the delivery of individual
certificates representing the Dollar Preference Shares (or the rights to receive
such Dollar Preference Shares) of such series for which such Subordinated Debt
Securities  are to be exchanged in accordance with the provisions of this Article
Thirteen, in the case of Dollar Preference Shares in registered form, to and
registered in the names of the Holders of such Subordinated Debt Securities in
definitive form as they  appear on the Subordinated Debt Security Register or,
at the direction of such Holder, in the name of the ADR Custodian for the account
and benefit of the ADR Depositary who will issue ADRs evidencing ADSs representing
the Dollar Preference Shares  to such Holder and, in the case of Dollar Preference
Shares in bearer form, to the bearer of the bearer Subordinated Debt Security
in definitive form or, at the direction of such bearer, to the ADR Custodian
for the account and benefit of the ADR  Depositary who will issue ADRs evidencing
ADSs representing Dollar Preference Shares to such Holder.


     Any exchange pursuant to this Section 13.06 shall be deemed to have been made immediately prior to the close of business in New York on the Exchange Date.


     SECTION 13.07. Effect of Exchange. Notice of exchange having been given as
aforesaid, the Subordinated Debt Securities so to be exchanged shall on the Exchange Date cease to exist for any purpose. Upon surrender of any such 



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Subordinated Debt Security for exchange in accordance with
          the said notice and this Article Thirteen, accrued interest, if any,
          on such Subordinated Debt Security to the Exchange Date shall be paid
          by the Company to the Holder surrendering such Subordinated Debt Security.
          Such payment shall be a condition to the exchange and no exchange shall
          occur unless such payments are made.

      On and after the Exchange
          Date for Subordinated Debt Securities of a particular series, each
          Subordinated Debt Security of the series to be exchanged, until surrendered
          shall be deemed to evidence rights to receive Dollar Preference Shares
          or Exchange Securities of the relevant series with a liquidation preference
          equivalent to the principal amount of such Subordinated Debt Security.
          Until a Holder has surrendered such Subordinated Debt Security upon
          such exchange, such Holder shall be entitled to receive dividends,
          payments or other distributions in respect of such Dollar Preference
          Shares or Exchange Securities and shall have the same rights with respect
          to, and shall be deemed to be the Holder of, such Dollar Preference
          Shares or Exchange Securities into which such Subordinated Debt Security
          was exchanged as if it had so surrendered such Subordinated Debt Security.



     SECTION 13.08. Validity of Dollar Preference Shares or Exchange Securities. The
Company will take all corporate and other action which may be necessary in order that it may validly and legally issue Dollar Preference Shares or Exchange Securities upon each exchange of the Outstanding Subordinated Debt Securities. The Company
covenants that the Dollar Preference Shares or Exchange Securities will when issued upon such exchange be duly authorized and validly issued, fully paid and not subject to calls for further funds.


     SECTION 13.09. Legal and Regulatory Compliance. Notwithstanding any provision of
this Subordinated Debt Securities Indenture to the contrary, the right of the Company to cause any exchange of Subordinated Debt Securities of a series for Dollar Preference Shares or Exchange Securities on any proposed Exchange Date shall be
subject to the fulfillment of the following conditions with respect to such Subordinated Debt Securities:



     (a) as of such Exchange Date, there is no accrued but unpaid interest (including amounts paid on the Exchange Date);


     (b) as of such Exchange Date, no Default or Event of Default shall have occurred and be continuing with respect to the particular series of Subordinated Debt Securities;


     (c) as of such Exchange Date, there has not been, in any one instance or in the aggregate, an adverse effect on the
rights, powers, 



 


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privileges, validity or enforceability of the Dollar Preference
          Shares or Exchange Securities;

      (d) the Dollar Preference
          Shares to be issued on such Exchange Date shall be duly authorized
          and reserved for issuance upon such exchange and, when issued upon
          such exchange, will be fully paid and not subject to calls for further
          funds;

      (e) no consents, authorizations,
          approvals or exemptions, except in each case such as shall have been
          obtained, will be required prior to such Exchange Date for the issuance
          and delivery of the Dollar Preference Shares or Exchange Securities
          to be issued upon such exchange;

      (f) the issuance and delivery
          of the Dollar Preference Shares or Exchange Securities to be issued
          on such Exchange Date shall not violate (x) the Articles of Association
          of the Company or (y) any law, rule or regulation applicable to the
          Company; and

      (g) there shall not have
          occurred any change in law in Scotland or in the jurisdiction of the
          governing law of any Exchange Securities, or any amendment of the Articles of Association of the Company, prior to such Exchange Date, materially and adversely affecting the rights and privileges attached to the Dollar Preference Shares or Exchange Securities (including,
without limitation, the rights of the holders thereof in the event of a bankruptcy or other similar proceeding with respect to the Company) or such holders’ access to the courts of the United Kingdom and other applicable governmental
authorities to enforce such rights.




     SECTION 13.10. Taxes and Charges. The issuance or delivery of Dollar Preference
Shares or Exchange Securities upon exchange of Subordinated Debt Securities pursuant to this Article Thirteen shall be made without charge to the exchanging Holder of Subordinated Debt Securities for such Dollar Preference Shares or Exchange
Securities or for any tax or other governmental charge (other than income or capital gains taxes) in respect of the issuance or delivery of such Dollar Preference Shares or Exchange Securities; provided, however, that the Company shall not be required to pay any tax or other governmental charge which may be payable in respect of (i) issuance or delivery of Dollar Preference
Shares or Exchange Securities to any Person who is or is a nominee or agent for a Person whose business is or includes the provision of clearance services within the meaning of Section 96 or Section 70 of the Finance Act 1986 or whose business is or
includes issuing depositary receipts within the meaning of Section 93 or Section 67 of the Finance Act 1986, other than the ADR Depositary or ADR Custodian, all such Persons (other than the ADR Depositary and the ADR 


78












Custodian) being “Excepted
               Persons” or (ii) a transfer
               involved in the issuance and delivery of any such Dollar Preference
               Share or Exchange Securities to any Person other than any Holder
               (not being an Excepted Person) of the Subordinated Debt Security
               to be exchanged, or in the case of Global Securities, the ADR
               Depositary or the ADR Custodian, and the Company shall not be
               required to issue or deliver or procure the delivery of such Dollar
               Preference Shares or Exchange Securities unless and until the
               Person requesting the issuance or delivery thereof shall have
               paid to the Company the amount of such tax or other governmental
               charge or shall have established to the satisfaction of the Company
               that such tax or other governmental charge has been paid.

      SECTION 13.11. Trustee
               Not Liable. The Trustee shall not
               be accountable with respect to the validity or value (or the kind
               or amount) of any Dollar Preference Shares or Exchange Securities
               which may be issued or delivered upon the exchange of any Subordinated
               Debt Security pursuant to this Article Thirteen, and makes no
               representation with respect thereto. The Trustee shall not be
               responsible for any failure of the Company to issue, transfer
               or deliver or procure the delivery of any Dollar Preference Shares
               or Exchange Securities upon the surrender of any Subordinated
               Debt Security for the purpose of exchange pursuant to this Article
               Thirteen or to comply with any of the covenants of the Company
               or conditions contained in this Article Thirteen.



     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 Company and the Trustee have caused this Subordinated Debt Securities Indenture to be duly executed, all as of the day and year first above written.







	THE ROYAL BANK OF SCOTLAND

               GROUP plc
	 	 	 
	 	 	 
	By: 	/s/ Norman Cardie McLuskie
	 	

	 	Name: 	Norman Cardie McLuskie
	 	Title: 	Director
	 	 	 
	 	 	 
	By: 	/s/ Hew Campbell
	 	

	 	Name: 	Hew Campbell
	 	Title: 	Deputy Secretary 
	 	 	 
	 	 	 
	THE BANK OF NEW YORK
	 	 	 
	/s/ Sunjeeve Patel
	

	Name: Sunjeeve Patel
	Title:   Assistant Vice President
















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