Unassociated Document


    


    Exhibit
4.4


    


    


    


    


    INDENTURE

    


    BETWEEN

    


    NATIONAL
PENN BANCSHARES, INC.

    


    AND

                                            ,

    


    AS
TRUSTEE

     

     

    DATED AS
OF                     ,
200__

    


    SUBORDINATED
DEBT SECURITIES

    (Issuable
in Series)

    


     

    
 

    
      
         

      

      
        - i
-

        
          

        

      

      
         

      

    

    TABLE OF
CONTENTS

    


    ARTICLE
1

    


    DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

    


    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 1.1

            	 
      	
              Definitions

            	 
      	 
      	 
      	 
      
	
              Section 1.2

            	 
      	
              Incorporation
      by Reference of Trust Indenture Act

            	 
      	 
      	 
      	 
      
	
              Section 1.3

            	 
      	
              Compliance
      Certificates and Opinions

            	 
      	 
      	 
      	 
      
	
              Section 1.4

            	 
      	
              Form
      of Documents Delivered to Trustee

            	 
      	 
      	 
      	 
      
	
              Section 1.5

            	 
      	
              Acts
      of Holders; Record Dates

            	 
      	 
      	 
      	 
      
	
              Section 1.6

            	 
      	
              Notices,
      etc., to Trustee and Company

            	 
      	 
      	 
      	 
      
	
              Section 1.7

            	 
      	
              Notice
      to Holders; Waiver

            	 
      	 
      	 
      	 
      
	
              Section 1.8

            	 
      	
              Conflict
      with Trust Indenture Act

            	 
      	 
      	 
      	 
      
	
              Section 1.9

            	 
      	
              Effect
      of Headings and Table of Contents

            	 
      	 
      	 
      	 
      
	
              Section 1.10

            	 
      	
              Successors
      and Assigns

            	 
      	 
      	 
      	 
      
	
              Section 1.11

            	 
      	
              Separability
      Clause

            	 
      	 
      	 
      	 
      
	
              Section 1.12

            	 
      	
              Benefits
      of Indenture

            	 
      	 
      	 
      	 
      
	
              Section 1.13

            	 
      	
              Governing
      Law

            	 
      	 
      	 
      	 
      
	
              Section 1.14

            	 
      	
              Legal
      Holidays

            	 
      	 
      	 
      	 
      
	
              Section 1.15

            	 
      	
              Indenture
      and Securities Solely Corporate Obligations

            	 
      	 
      	 
      	 
      
	
              Section 1.16

            	 
      	
              Indenture
      May be Executed in Counterparts

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  2

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              SECURITY
      FORMS

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 2.1

            	 
      	
              Forms
      Generally

            	 
      	 
      	 
      	 
      
	
              Section 2.2

            	 
      	
              Form
      of Trustee’s Certificate of Authentication

            	 
      	 
      	 
      	 
      
	
              Section 2.3

            	 
      	
              Global
      Securities

            	 
      	 
      	 
      	 
      
	
              Section 2.4

            	 
      	
              Form
      of Legend for Global Securities

            	 
      	 
      	 
      	 
      
	
              Section
      2.5

            	 
      	
              Form
      of Face of Security

            	 
      	 
      	 
      	 
      
	
              Section
      2.6

            	 
      	
              Form
      of Reverse of Security

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  3

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              THE SECURITIES

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 3.1

            	 
      	
              Amount
      Unlimited; Issuable in Series

            	 
      	 
      	 
      	 
      
	
              Section 3.2

            	 
      	
              Denominations

            	 
      	 
      	 
      	 
      
	
              Section 3.3

            	 
      	
              Execution,
      Authentication, Delivery and Dating

            	 
      	 
      	 
      	 
      
	
              Section 3.4

            	 
      	
              Temporary
      Securities

            	 
      	 
      	 
      	 
      
	
              Section 3.5

            	 
      	
              Registration;
      Registration of Transfer and Exchange

            	 
      	 
      	 
      	 
      
	
              Section 3.6

            	 
      	
              Mutilated,
      Destroyed, Lost and Stolen Securities

            	 
      	 
      	 
      	 
      
	
              Section 3.7

            	 
      	
              Payment
      of Interest; Interest Rights Preserved

            	 
      	 
      	 
      	 
      
	
              Section 3.8

            	 
      	
              Persons
      Deemed Owners

            	 
      	 
      	 
      	 
      
	
              Section 3.9

            	 
      	
              Cancellation

            	 
      	 
      	 
      	 
      
	
              Section 3.10

            	 
      	
              Computation
      of Interest

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      
         

      

      
        - ii
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              ARTICLE
  4

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              SATISFACTION AND
      DISCHARGE

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 4.1

            	 
      	
              Satisfaction
      and Discharge of Indenture

            	 
      	 
      	 
      	 
      
	
              Section 4.2

            	 
      	
              Application
      of Trust Money

            	 
      	 
      	 
      	 
      
	
              Section 4.3

            	 
      	
              Reinstatement

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  5

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              REMEDIES

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 5.1

            	 
      	
              Events
      of Default

            	 
      	 
      	 
      	 
      
	
              Section 5.2

            	 
      	
              Acceleration
      of Maturity; Rescission and Annulment

            	 
      	 
      	 
      	 
      
	
              Section 5.3

            	 
      	
              Collection
      of Indebtedness and Suits for Enforcement by Trustee

            	 
      	 
      	 
      	 
      
	
              Section 5.4

            	 
      	
              Trustee
      May File Proofs of Claim

            	 
      	 
      	 
      	 
      
	
              Section 5.5

            	 
      	
              Trustee
      May Enforce Claims Without Possession of Securities

            	 
      	 
      	 
      	 
      
	
              Section 5.6

            	 
      	
              Application
      of Money Collected

            	 
      	 
      	 
      	 
      
	
              Section 5.7

            	 
      	
              Limitation
      on Suits

            	 
      	 
      	 
      	 
      
	
              Section 5.8

            	 
      	
              Right
      of Holders to Receive Principal, Premium and Interest

            	 
      	 
      	 
      	 
      
	
              Section 5.9

            	 
      	
              Restoration
      of Rights and Remedies

            	 
      	 
      	 
      	 
      
	
              Section 5.10

            	 
      	
              Rights
      and Remedies Cumulative

            	 
      	 
      	 
      	 
      
	
              Section 5.11

            	 
      	
              Delay
      or Omission Not Waiver

            	 
      	 
      	 
      	 
      
	
              Section 5.12

            	 
      	
              Control
      by Holders

            	 
      	 
      	 
      	 
      
	
              Section 5.13

            	 
      	
              Waiver
      of Past Defaults

            	 
      	 
      	 
      	 
      
	
              Section 5.14

            	 
      	
              Undertaking
      for Costs

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  6

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              THE TRUSTEE

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 6.1

            	 
      	
              Certain
      Duties and Responsibilities

            	 
      	 
      	 
      	 
      
	
              Section 6.2

            	 
      	
              Notice
      of Defaults

            	 
      	 
      	 
      	 
      
	
              Section 6.3

            	 
      	
              Certain
      Rights of Trustee

            	 
      	 
      	 
      	 
      
	
              Section 6.4

            	 
      	
              Not
      Responsible for Recitals or Issuance of Securities

            	 
      	 
      	 
      	 
      
	
              Section 6.5

            	 
      	
              May
      Hold Securities and Act as Trustee under Other Indentures

            	 
      	 
      	 
      	 
      
	
              Section 6.6

            	 
      	
              Money
      Held in Trust

            	 
      	 
      	 
      	 
      
	
              Section 6.7

            	 
      	
              Compensation
      and Reimbursement

            	 
      	 
      	 
      	 
      
	
              Section 6.8

            	 
      	
              Conflicting
      Interests

            	 
      	 
      	 
      	 
      
	
              Section 6.9

            	 
      	
              Eligibility;
      Disqualification

            	 
      	 
      	 
      	 
      
	
              Section 6.10

            	 
      	
              Resignation
      and Removal; Appointment of Successor

            	 
      	 
      	 
      	 
      
	
              Section 6.11

            	 
      	
              Acceptance
      of Appointment by Successor

            	 
      	 
      	 
      	 
      
	
              Section 6.12

            	 
      	
              Merger,
      Conversion, Consolidation or Succession to Business

            	 
      	 
      	 
      	 
      
	
              Section 6.13

            	 
      	
              Preferential
      Collection of Claims Against Company

            	 
      	 
      	 
      	 
      
	
              Section 6.14

            	 
      	
              Appointment
      of Authenticating Agent

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      
         

      

      
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              ARTICLE
  7

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              HOLDERS’ LISTS AND
      REPORTS BY TRUSTEE AND
      COMPANY

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 7.1

            	 
      	
              Company
      to Furnish Trustee Names and Addresses of Holders

            	 
      	 
      	 
      	 
      
	
              Section 7.2

            	 
      	
              Preservation
      of Information; Communications to Holders

            	 
      	 
      	 
      	 
      
	
              Section 7.3

            	 
      	
              Reports
      by Trustee

            	 
      	 
      	 
      	 
      
	
              Section 7.4

            	 
      	
              Reports
      by Company

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  8

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              CONSOLIDATION, MERGER,
      CONVEYANCE, TRANSFER OR LEASE

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 8.1

            	 
      	
              Company
      May Consolidate, etc., Only on Certain Terms

            	 
      	 
      	 
      	 
      
	
              Section 8.2

            	 
      	
              Successor
      Substituted

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  9

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              SUPPLEMENTAL INDENTURES

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 9.1

            	 
      	
              Supplemental
      Indentures Without Consent of Holders

            	 
      	 
      	 
      	 
      
	
              Section 9.2

            	 
      	
              Supplemental
      Indentures with Consent of Holders

            	 
      	 
      	 
      	 
      
	
              Section 9.3

            	 
      	
              Execution
      of Supplemental Indentures

            	 
      	 
      	 
      	 
      
	
              Section 9.4

            	 
      	
              Effect
      of Supplemental Indentures

            	 
      	 
      	 
      	 
      
	
              Section 9.5

            	 
      	
              Conformity
      with Trust Indenture Act

            	 
      	 
      	 
      	 
      
	
              Section 9.6

            	 
      	
              Reference
      in Securities to Supplemental Indentures

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  10

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              COVENANTS

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 10.1

            	 
      	
              Payment
      of Principal, Premium and Interest

            	 
      	 
      	 
      	 
      
	
              Section 10.2

            	 
      	
              Maintenance
      of Office or Agency

            	 
      	 
      	 
      	 
      
	
              Section 10.3

            	 
      	
              Money
      for Securities Payments to be Held in Trust

            	 
      	 
      	 
      	 
      
	
              Section 10.4

            	 
      	
              Statement
      by Officers as to Default

            	 
      	 
      	 
      	 
      
	
              Section 10.5

            	 
      	
              Existence

            	 
      	 
      	 
      	 
      
	
              Section 10.6

            	 
      	
              All
      Securities to be Equally and Ratably Secured

            	 
      	 
      	 
      	 
      
	
              Section 10.7

            	 
      	
              Maintenance
      of Properties

            	 
      	 
      	 
      	 
      
	
              Section 10.8

            	 
      	
              Payment
      of Taxes and Other Claims

            	 
      	 
      	 
      	 
      
	
              Section 10.9

            	 
      	
              Waiver
      of Certain Covenants

            	 
      	 
      	 
      	 
      
	
              Section 10.10

            	 
      	
              Additional
      Amounts

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      
         

      

      
        - iv
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              ARTICLE
  11

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              REDEMPTION OF SECURITIES

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 11.1

            	 
      	
              Applicability
      of Article

            	 
      	 
      	 
      	 
      
	
              Section 11.2

            	 
      	
              Election
      to Redeem; Notice to Trustee

            	 
      	 
      	 
      	 
      
	
              Section 11.3

            	 
      	
              Selection
      by Trustee of Securities to Be Redeemed

            	 
      	 
      	 
      	 
      
	
              Section 11.4

            	 
      	
              Notice
      of Redemption

            	 
      	 
      	 
      	 
      
	
              Section 11.5

            	 
      	
              Deposit
      of Redemption Price

            	 
      	 
      	 
      	 
      
	
              Section 11.6

            	 
      	
              Securities
      Payable on Redemption Date

            	 
      	 
      	 
      	 
      
	
              Section 11.7

            	 
      	
              Securities
      Redeemed in Part

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  12

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              SINKING
      FUNDS

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 12.1

            	 
      	
              Applicability
      of Article

            	 
      	 
      	 
      	 
      
	
              Section 12.2

            	 
      	
              Satisfaction
      of Sinking Fund Payments with Securities

            	 
      	 
      	 
      	 
      
	
              Section 12.3

            	 
      	
              Redemption
      of Securities for Sinking Fund

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  13

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              DEFEASANCE AND COVENANT
      DEFEASANCE

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 13.1

            	 
      	
              Company’s
      Option to Effect Defeasance or Covenant Defeasance

            	 
      	 
      	 
      	 
      
	
              Section 13.2

            	 
      	
              Defeasance
      and Discharge

            	 
      	 
      	 
      	 
      
	
              Section 13.3

            	 
      	
              Covenant
      Defeasance

            	 
      	 
      	 
      	 
      
	
              Section 13.4

            	 
      	
              Conditions
      to Defeasance or Covenant Defeasance

            	 
      	 
      	 
      	 
      
	
              Section 13.5

            	 
      	
              Deposited
      Money, U. S. Government Obligations and Foreign Government Obligations to
      be Held in Trust; Miscellaneous Provisions

            	 
      	 
      	 
      	 
      
	
              Section 13.6

            	 
      	
              Reinstatement

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
               

              ARTICLE
  14

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              SUBORDINATION

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 14.1

            	 
      	
              Securities
      Subordinated to Senior Indebtedness

            	 
      	 
      	 
      	 
      
	
              Section 14.2

            	 
      	
              Right
      of Trustee to Hold Senior Indebtedness

            	 
      	 
      	 
      	 
      
	
              Section 14.3

            	 
      	
              Subordination
      Not to Prevent Events of Default

            	 
      	 
      	 
      	 
      
	
              Section 14.4

            	 
      	
              No
      Fiduciary Duty of Trustee to Holders of Senior
Indebtedness

            	 
      	 
      	 
      	 
      
	
              Section 14.5

            	 
      	
              Article Applicable
      to Paying Agent

            	 
      	 
      	 
      	 
      


    

    


    
      
         

      

      
        - v
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    NATIONAL PENN BANCSHARES,
INC.

    


         This
Cross Reference Sheet shows the location in the Indenture of the provisions
inserted pursuant to Sections 3.10 through 3.18, inclusive, of the Trust
Indenture Act of 1939:

    


    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section 310

            	 
      	
              (a)
      (1)

            	 
      	 
      	
              6.9

            	 
      
	 
      	 
      	
              (a)
      (2)

            	 
      	 
      	
              6.9

            	 
      
	 
      	 
      	
              (a)
      (3)

            	 
      	 
      	
              6.9

            	 
      
	 
      	 
      	
              (a)
      (4)

            	 
      	
              Not
      Applicable

            
	 
      	 
      	
              (a)
      (5)

            	 
      	 
      	
              6.9

            	 
      
	 
      	 
      	
              (b)

            	 
      	 
      	
              6.8,
      6.10

            	 
      
	 
      	 
      	
              (c)

            	 
      	
              Not
      Applicable

            
	
              Section 311

            	 
      	
              (a)

            	 
      	 
      	
              6.13

            	 
      
	 
      	 
      	
              (b)

            	 
      	 
      	
              6.13

            	 
      
	 
      	 
      	
              (c)

            	 
      	
              Not
      Applicable

            
	
              Section 312

            	 
      	
              (a)

            	 
      	 
      	
              7.1,
      7.2

            	 
      
	 
      	 
      	
              (b)

            	 
      	 
      	
              7.2

            	 
      
	 
      	 
      	
              (c)

            	 
      	 
      	
              7.2

            	 
      
	
              Section 313

            	 
      	
              (a)

            	 
      	 
      	
              7.3

            	 
      
	 
      	 
      	
              (b)

            	 
      	 
      	
              7.3

            	 
      
	 
      	 
      	
              (c)

            	 
      	 
      	
              7.3

            	 
      
	 
      	 
      	
              (d)

            	 
      	 
      	
              7.3

            	 
      
	
              Section 314

            	 
      	
              (a)
      (1)

            	 
      	 
      	
              7.4

            	 
      
	 
      	 
      	
              (a)
      (2)

            	 
      	 
      	
              7.4

            	 
      
	 
      	 
      	
              (a)
      (3)

            	 
      	 
      	
              7.4

            	 
      
	 
      	 
      	
              (a)
      (4)

            	 
      	 
      	
              1.1,
      10.4

            	 
      
	 
      	 
      	
              (b)

            	 
      	
              Not
      Applicable

            
	 
      	 
      	
              (c)
      (1)

            	 
      	 
      	
              1.3

            	 
      
	 
      	 
      	
              (c)
      (2)

            	 
      	 
      	
              1.3

            	 
      
	 
      	 
      	
              (c)
      (3)

            	 
      	
              Not
      Applicable

            
	 
      	 
      	
              (d)

            	 
      	
              Not
      Applicable

            
	 
      	 
      	
              (e)

            	 
      	 
      	
              1.3

            	 
      
	
              Section 315

            	 
      	
              (a)

            	 
      	 
      	
              6.1

            	 
      
	 
      	 
      	
              (b)

            	 
      	 
      	
              6.2

            	 
      
	 
      	 
      	
              (c)

            	 
      	 
      	
              6.1

            	 
      
	 
      	 
      	
              (d)

            	 
      	 
      	
              6.1

            	 
      
	 
      	 
      	
              (e)

            	 
      	 
      	
              5.14

            	 
      
	
              Section 316

            	 
      	
              (a)

            	 
      	 
      	
              1.1

            	 
      
	 
      	 
      	
              (a)
      (1) (A)

            	 
      	 
      	
              5.2,
      5.12

            	 
      
	 
      	 
      	
              (a)
      (1) (B)

            	 
      	 
      	
              5.13

            	 
      
	 
      	 
      	
              (a)
      (2)

            	 
      	
              Not
      Applicable

            
	 
      	 
      	
              (b)

            	 
      	 
      	
              5.8

            	 
      
	 
      	 
      	
              (c)

            	 
      	 
      	
              1.5

            	 
      
	
              Section 317

            	 
      	
              (a)
      (1)

            	 
      	 
      	
              5.3

            	 
      
	 
      	 
      	
              (a)
      (2)

            	 
      	 
      	
              5.4

            	 
      
	 
      	 
      	
              (b)

            	 
      	 
      	
              10.3

            	 
      
	
              Section 318

            	 
      	
              (a)

            	 
      	 
      	
              1.8

            	 
      


    

    


    NOTE:
This Cross Reference Sheet is not part of the Indenture.

    


    
      
         

      

      
        - vi
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    INDENTURE

    


         INDENTURE,
dated as of                     ,
between NATIONAL PENN BANCSHARES, INC., a Pennsylvania corporation (the “Company”), having its
principal office at                     ,
and                                         ,
as trustee, (the “Trustee”), the office
of the Trustee at which at the date hereof its corporate trust business is
principally administered being                                         .

    


    RECITALS

    


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

    


         This
Indenture is subject to the provisions of the Trust Indenture Act and the rules
and regulations of the Commission promulgated thereunder that are required to be
part of this Indenture and, to the extent applicable, shall be governed by such
provisions.

    


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

    


         NOW,
THEREFORE, for and in consideration of the premises and the purchase of the
Securities by the Holders thereof, each party agrees for the benefit of the
other party and for the equal and ratable benefit of the Holders of the
Securities, or of series thereof, issued under this Indenture, as
follows:

    


    ARTICLE
1

    


    DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

    


         Section 1.1
Definitions.

    


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

    


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

    


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

    


              (3) “or” is not
exclusive;

    


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

    


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

    


              (6) certain
terms, used principally in Article 6, are
defined in Section 1.2.

    


         “Act,” when used with
respect to any Holder, has the meaning specified in Section
1.5.

    


         “Additional Amounts”
means any additional amounts that are required by the express terms of a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein or pursuant thereto, to be paid by the Company with respect to certain
taxes, assessments or other governmental charges imposed on certain Holders and
that are owing to such Holders.

    


    
      
         

      

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

    


         “Authenticating Agent”
means any Person, which may include the Company, authorized by the Trustee
pursuant to Section 6.14 to
act on behalf of the Trustee to authenticate Securities of one or more
series.

    


         “Authorized Newspaper”
means a newspaper of general circulation in the New York, New York area, printed
in the English language and customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or in different Authorized Newspapers.

    


         “Bankruptcy Law” means
Title 11, U.S. Code, or any similar federal or state law for the relief of
debtors.

    


         “Board” or “Board of Trustees”
means either the board of trustees of the Company or any duly authorized
committee thereof.

    


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

    


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

    


         “Commission” means the
Securities and Exchange Commission, 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.

    


         “Common Shares”
includes any shares of beneficial interest of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company.

    


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

    


         “Company Request” or
“Company Order”
means, respectively, a written request or order signed in the name of the
Company by its Chairman of the Board, its Chief Executive Officer, its President
or a Vice President, and by its principal financial officer, its Controller, an
Assistant Controller, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

    


         “Corporate Trust
Office” means the corporate trust office of the Trustee at [ ],
Attention: Corporate Trust Department, or such other office, designated by the
Trustee by written notice to the Company, at which at any particular time its
corporate trust business shall be administered.

    


         “Covenant Defeasance”
has the meaning specified in Section 13.3.

    


         “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

    


         “default” means, with
respect to the Securities of any series, any event, act or condition that is, or
after notice or the passage of time or both would be, an Event of Default with
respect to Securities of such series.

    


         “Defaulted Interest”
has the meaning specified in Section 3.7.

    


         “Defeasance” has the
meaning specified in Section 13.2.

    


    
      
         

      

      
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         “Depositary” means,
with respect to Securities of any series issuable in whole or in part in the
form of one or more Global Securities, The Depository Trust Company, New York,
New York, another clearing agency, or any successor, registered under the
Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.

    


         “Dollar” or “$” means a dollar or
other equivalent unit in such coin or currency of the United States as at the
time shall be legal tender for the payment of public and private
debts.

    


         “euro” or “euros” means the
currency adopted by those nations participating in the third stage of the
economic and monetary union provisions of the Treaty on European Union, signed
at Maastricht on February 7, 1992.

    


         “European Economic
Area” means the member nations of the European Economic Area pursuant to
the Oporto Agreement on the European Economic Area dated May 2, 1992, as
amended.

    


         “European Union” means
the member nations of the European Union established by the Treaty of European
Union, signed at Maastricht on February 2, 1992, which amended the Treaty
of Rome establishing the European Community.

    


         “Event of Default” has
the meaning specified in Section 5.1.

    


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

    


         “Exchange Rate” has
the meaning specified in Section 3.2.

    


         “Expiration Date” has
the meaning specified in Section 1.5.

    


         “Foreign Government
Obligation” means with respect to Securities of any series which are not
denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or
caused to be issued the currency in which such security is denominated and for
the payment of which obligations its full faith and credit is pledged or, with
respect to Securities of any series which are denominated in euros, a direct
obligation of any member nation of the European Union for the payment of which
obligation the full faith and credit of the respective nation is pledged so long
as such nation has a credit rating at least equal to that of the highest rated
member nation of the European Economic Area, or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
a government specified in clause (i) above the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the such
government, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any Foreign Government
Obligation which is specified in clause (x) above and held by such bank for
the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any Foreign Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary
receipt.

    


         “Global Security”
means a Security that evidences all or part of the Securities of any series and
bears the legend set forth in Section 2.4 (or
such legend as may be specified as contemplated by Section 3.1 for
such Securities).

    


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

    


         “Indenture” means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall also
include the terms of particular series of Securities established as contemplated
by Section 3.1;
provided, however, that if at any time more than one Person is acting as Trustee
under this Indenture due to the appointment of one or more separate Trustees for
any one or more separate series of Securities, “Indenture” shall
mean, with respect to such series of Securities for which any such Person is
Trustee, 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 of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 3.1,
exclusive, however, of any provisions or terms which relate solely to


     

    
      
         

      

      
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    other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee, but to which such person,
as such Trustee, was not a party; provided, further that in the event that this
Indenture is supplemented or amended by one or more indentures supplemental
hereto which are only applicable to certain series of Securities, the term
“Indenture” for
a particular series of Securities shall exclude provisions or terms which relate
solely to other series of Securities.

    


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

    


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

    


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

    


         “Judgment Currency”
has the meaning specified in Section 5.6.

    


         “Maturity,” when used
with respect to any Security, means the date on which the principal of such
Security or an installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, repurchase at the option of the Holder, call for redemption or
otherwise.

    


         “Mortgage” means and
includes any mortgage, pledge, lien, security interest, conditional sale or
other title retention agreement or other similar encumbrance.

    


         “Notice of Default”
means a written notice of the kind specified in Section
5.1(4).

    


         “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President, and by the principal
financial officer, the Treasurer, the Controller, an Assistant Treasurer, an
Assistant Controller, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers’
Certificate given pursuant to Section 10.4
shall be the principal executive, financial or accounting officer of the
Company.

    


         “Opinion of Counsel”
means a written opinion of legal counsel, who may be, without limitation,
(a) an employee of the Company, or (b) outside counsel designated by
the Company, rendered, if applicable, in accordance with Section 314(c)
of the Trust Indenture Act.

    


         “Original Issue Discount
Security” means any Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

    


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

    


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

    


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

    


              (3) Securities
which have been paid pursuant to Section 3.6 or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that unless
otherwise provided with respect to any Securities of any series pursuant to
Section 3.1, in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the
principal 

     

    
      
         

      

      
        - 4
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    thereof
which would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 5.2,
(B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.1,
(C) the principal amount of a Security denominated in one or more non-U.S.
dollar currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 3.1, of
the principal amount of such Security (or, in the case of a Security described
in clause (A)
or (B) above,
of the amount determined as provided in such clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Subsidiary
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, waiver or other action, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Subsidiary 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 or any premium or interest on, or any Additional Amounts with
respect to, any one or more series of Securities on behalf of the
Company.

    


         “Periodic Offering”
means an offering of Securities of a series from time to time the specific terms
of which Securities, including, without limitation, the rate or rates of
interest or formula for determining the rate or rates of interest thereon, if
any, the Maturity thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company upon the issuance of such
Securities.

    


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

    


         “Place of Payment,”
when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on, or any Additional
Amounts with respect to, the Securities of that series are payable as specified
as contemplated by Section 3.1 and
10.2.

    


         “Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

    


         “Preferred Shares” as
applied to the shares of beneficial interest of the Company means shares of
beneficial interest of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of the Company,
over Common Shares of the Company.

    


         “Record Date” means
any Regular Record Date or Special Record Date.

    


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

    


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

    


         “Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any
series means any date specified for that purpose as contemplated by Section 3.1, or, if
not so specified, the first day of the calendar month of the month of such
Interest Payment Date if such Interest Payment Date is the fifteenth day of the
calendar month, or the fifteenth day of the calendar month preceding such
Interest Payment Date if such Interest

    Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.

    


         “Required Currency”
has the meaning specified in Section 5.6.

    


    
      
         

      

      
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         “Responsible Officer”
means, when used with respect to the Trustee, an officer of the Trustee in the
Corporate Trust Office assigned and duly authorized by the Trustee to administer
its corporate trust matters.

    


         “Securities” has the
meaning stated in the first recital of this Indenture and more particularly
means any debentures, notes or other evidences of indebtedness of the Company
authenticated and delivered under this Indenture.

    


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

    


         “Security Custodian”
means, with respect to Securities of a series issued in global form, the Trustee
for Securities of such series, acting in its capacity as custodian with respect
to the Securities of such series, or any successor entity thereto.

    


         “Security Register”
and “Security
Registrar” have the respective meanings specified in Section 3.5.

    


         “Senior Indebtedness”
of the Company, means with respect to the Securities of a series as contemplated
by Section 3.1, the
indebtedness specified in such Securities or in the supplemental indenture
pursuant to which such Securities are issued. Different series of Securities may
be subordinated to different Senior Indebtedness, and one series of Securities
may be subordinated to another series of Securities, all as and to the extent
provided in the relevant documentation for each issue of
Securities.

    


         “Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 3.7.

    


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

    


         “Subsidiary” means any
Person of which the Company at the time owns or controls, directly or
indirectly, more than 50% of the shares of outstanding stock or other equity
interests having general voting power under ordinary circumstances to elect a
majority of the board of directors, managers or trustees, as the case may be, of
such Person (irrespective of whether or not at the time stock of any other class
or classes or other equity interests of such corporation shall have or might
have voting power by reason of the happening of any contingency).

    


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

    


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

    


         “United States” means
the United States of America (including the states thereof and the District of
Columbia) and its “possessions”, which include Puerto Rico, the U.S. Virgin
Islands, Guam, American Somoa, Wake Island and the Northern Mariana
Islands.

    


         “United States Alien”
means any Person who, for United States federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a nonresident alien or
foreign fiduciary of an estate or trust, or a foreign partnership.

    


         “U.S. Government
Obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any U.S. Government
Obligation which is specified in clause (x) above and held by such bank for
the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
or interest evidenced by such depositary receipt.

    


    
      
         

      

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

    


         “Yield to Maturity”
means, when used with respect to any Original Issue Discount Security, the yield
to maturity, if any, set forth on the face thereof.

    


         Section 1.2
Incorporation by
Reference of Trust Indenture Act.

    


         Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The following
Trust Indenture Act terms used in this Indenture have the following
meanings:

    


         “indenture securities”
means the Securities.

    


         “indenture security
holder” means a Holder.

    


         “indenture to be
qualified” means this Indenture.

    


         “indenture trustee” or
“institutional
trustee” means the Trustee.

    


         “obligor” on the
indenture securities means the Company or any other obligor on the
Securities.

    


         All
terms used in this Indenture that are defined by the Trust Indenture Act,
defined by a Trust Indenture Act reference to another statue or defined by
Commission rule under the Trust Indenture Act and not otherwise defined herein
have the meanings assigned to them therein.

    


         Section 1.3
Compliance
Certificates and Opinions.

    


         Except
as otherwise expressly provided by this Indenture, upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers’ Certificate, if to be
given by an officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

    


         Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 10.4)
shall include,

    


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

    


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

    


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

    


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

    


         Section 1.4
Form of Documents
Delivered to Trustee.

    


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

    


    
      
         

      

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

    


         Any
certificate or opinion of an officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants employed or retained by
the Company unless such officer or counsel, as the case may be, knows, or in the
exercise of reasonable care should know, that the certificate or opinions or
representations as to such accounting matters are erroneous.

    


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

    


         Section 1.5
Acts of Holders;
Record Dates.

    


         Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. The
Trustee shall promptly deliver to the Company copies of all such instrument or
instruments delivered to the Trustee. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

    


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

    


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

    


         Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company in
reliance thereon, whether or not notation of such action is made upon such
Security. Any consent or waiver of the Holder of any Security shall be
irrevocable for a period of six months after the date of execution thereof, but
otherwise any such Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his Security or
portion of his Security; provided, however, that such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the Act becomes effective.

    


         The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, vote, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a 

     

    
      
         

      

      
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    record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
canceled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.7.

    


         The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2,
(iii) any request to institute proceedings referred to in Section 5.7(2)
or (iv) any direction referred to in Section 5.12, in
each case with respect to Securities of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of such series
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section
1.7.

    


         With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and
from time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.7, on
or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section 1.5, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

    


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

    


         Section 1.6
Notices, etc., to
Trustee and Company.

    


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

    


              (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (or by facsimile
transmissions, provided that oral confirmation of receipt shall have been
received) to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department, or

    


              (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
furnished by certified mail, return receipt requested, personally delivered or
furnished via overnight courier to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the Company,
Attention: Chief Financial Officer.

    


         Section 1.7
Notice to Holders;
Waiver.

    


         Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or delivered by hand or overnight
courier to each Holder affected by such event, at its address as it appears in
the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice.
Neither the failure to mail or deliver by hand or overnight courier any notice,
nor any defect in any notice so mailed or delivered by hand or overnight
courier, to any particular Holder shall affect the 

     

    
      
         

      

      
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    sufficiency
of such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.

    


         In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice to Holders of Securities by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. In any
case in which notice to Holders of Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Security, shall affect the sufficiency of such notice
with respect to other Holders of Securities.

    


         Section 1.8
Conflict with Trust
Indenture Act.

    


         If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act or another provision hereof required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act, which may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

    


         Section 1.9
Effect of Headings and
Table of Contents.

    


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

    


         Section 1.10
Successors and
Assigns.

    


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

    


         Section 1.11
Separability
Clause.

    


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

    


         Section 1.12
Benefits of
Indenture.

    


         Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any
Authenticating Agent, Paying Agent or Security Registrar, and the Holders and
any holders of Senior Indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

    


         Section 1.13
Governing
Law.

    


         THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    


         Section 1.14
Legal
Holidays.

    


         Unless
otherwise provided with respect to any Security or Securities pursuant to Section 3.1, in
any case where any Interest Payment Date, Redemption Date, sinking fund payment
date, or Stated Maturity or Maturity or other payment date of any Security or
the last date on which a Holder has the right to convert a Security at a
particular conversion price shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) or, if applicable to a particular series of Securities,
conversion need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, at
the Stated Maturity or on such last day for conversion, as the case may
be.

    


    
      
         

      

      
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         Section 1.15
Indenture and
Securities Solely Corporate Obligations.

    


         No
recourse for the payment of the principal of or premium, if any, or interest on
any 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 Indenture or in any supplemental indenture or in any Security,
or because of the creation of any indebtedness represented thereby, shall be
had, directly or indirectly, against any incorporator, subscriber to the shares
of beneficial interest (or capital stock or membership interests (as
applicable)), shareholder, stockholder, member, employee, agent, manager,
officer, trustee or director, as such, past, present or future, of the Company
or the Trustee or of any predecessor or successor corporation, either directly
or through the Company or the Trustee or any predecessor or 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 this Indenture and the obligations issued hereunder are solely
corporate obligations and that no such personal liability whatever shall attach
to, or is or shall be incurred by, any incorporator, subscriber to the shares of
beneficial interest (or capital stock or membership interests (as applicable)),
shareholder, stockholder, member, employee, agent, manager, officer, trustee or
director, as such, of the Company or the Trustee or of any predecessor or
successor corporation, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, subscriber to the shares of
beneficial interest (or capital stock or membership interests (as applicable)),
shareholder, stockholder, member, employee, agent, manager, officer, trustee or
director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture, any supplemental indenture hereto, any certificate
or other writing delivered in connection herewith, or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issuance
of such Securities. By accepting a Security, each Holder agrees to the
provisions of this Section 1.15 and
waives and releases all such liability. Such waiver and release shall be part of
the consideration for the issuance of the Securities.

    


         Section 1.16
Indenture May be
Executed in Counterparts.

    


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

    


    ARTICLE
2

    


    SECURITY
FORMS

    


         Section 2.1
Forms
Generally.

    


         The
Securities of each series shall be in such form or forms as shall be established
by or pursuant to one or more Board Resolutions and set forth in such Board
Resolutions, or, to the extent established pursuant to, rather than set forth
in, such Board Resolutions, an Officers’ Certificate detailing such
establishment, or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any applicable law or with any rules
or regulations pursuant thereto, or any rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, or, to the extent established pursuant to, rather than set
forth in, such Board Resolutions, an Officers’ Certificate detailing such
establishment, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for
the authentication and delivery of such Securities. Any such Board Resolution,
Officers’ Certificate or record of such action shall have attached thereto a
true and correct copy of the form of Security referred to therein approved by or
pursuant to such Board Resolution or Officers’ Certificate.

    


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

    


         Section 2.2
Form of Trustee’s
Certificate of Authentication.

    


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

    


    
      
         

      

      
        - 11
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         This
is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              [Trustee],
      as Trustee

            	 
      	 
      	 
      	 
      
	 
      	 
      	
               

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	      
              By:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              Authorized
      Officer

            	 
      	 
      	 
      	 
      


    

    


         Section 2.3
Global
Securities.

    


         If
the Company shall establish pursuant to Section 3.1 that
the Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee shall, in accordance with Section 3.3 and the
Company Order delivered to the Trustee thereunder, authenticate and deliver such
Global Security or Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Global Security
or Securities, (ii) may provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (iii) shall be registered in the name of the Depositary
for such Global Security or Securities or its nominee, (iv) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction and (v) shall bear a legend in accordance with the requirements
of the Depositary.

    


         Notwithstanding
any other provision of this Section or of Section 3.5,
except as contemplated by the provisions of this Section 2.3
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 3.5,
only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor
Depositary.

    


         If
at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as the Depositary for such Global Security or if
at any time the Depositary for the Securities for such series shall no longer be
eligible or in good standing under the Exchange Act, or other applicable statute
or regulation, the Company shall appoint a successor Depositary with respect to
such Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
Securities of such series in the form of definitive certificates in exchange for
such Global Security, will authenticate and deliver Securities of such series in
the form of definitive certificates of like tenor and terms in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security. Such Securities will be issued to and
registered in the name of such Person or Persons as are specified by the
Depositary.

    


         The
Company may at any time and in its sole discretion determine that the Securities
of any series issued or issuable in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In any
such event the Company will execute, and the Trustee, upon receipt of a Company
Request for the authentication and delivery of Securities in the form of
definitive certificates in exchange in whole or in part for such Global
Security, will authenticate and deliver without service charge to each Person
specified by the Depositary Securities in the form of definitive certificates of
like tenor and terms in an aggregate principal amount equal to the principal
amount of such Global Security representing such series, or the aggregate
principal amount of such Global Securities representing such series, in exchange
for such Global Security or Securities.

    


         If
specified by the Company pursuant to Section 3.1 with
respect to Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities in the form of definitive
certificates of like tenor and terms on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge, (A) to each
Person specified by such Depositary a new Security or Securities of the same
series of like tenor and terms and any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Security and (B) to such
Depositary a new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.

    


         In
any exchange provided for in any of the preceding three paragraphs, the Company
shall execute and the Trustee shall authenticate and deliver Securities in the
form of definitive certificates in authorized denominations. Upon the exchange
of the entire 

     

    
      
         

      

      
        - 12
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    principal
amount of a Global Security for Securities in the form of definitive
certificates, such Global Security shall be canceled by the Trustee. Except as
provided in the immediately preceding subparagraph, Securities issued in
exchange for a Global Security pursuant to this Section 2.3
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, acting pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.
Provided that the Company and the Trustee have so agreed, the Trustee shall
deliver such Securities to the Persons in whose names the Securities are so to
be registered.

    


         Any
endorsement of a Global Security to reflect the principal amount thereof, or any
increase or decrease in such principal amount, or changes in the rights of
Holders of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified in or pursuant to any
applicable letter of representations or other arrangement entered into with, or
procedures of, the Depositary with respect to such Global Security or in the
Company Order delivered or to be delivered pursuant to Section 3.3 or
Section 3.4 with
respect thereto. Subject to the provisions of Section 3.3 and,
if applicable, Section
3.4, the Trustee shall deliver and redeliver any such Global Security in
the manner and upon instructions given by the Person or Persons specified in or
pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global
Security or in any applicable Company Order. If a Company Order pursuant to
Section 3.3 or
Section 3.4 is
so delivered, any instructions by the Company with respect to such Global
Security contained therein shall be in writing but need not be accompanied by or
contained in an Officers’ Certificate and need not be accompanied by an Opinion
of Counsel.

    


         The
Depositary or, if there be one, its nominee, shall be the Holder of a Global
Security for all purposes under this Indenture; and beneficial owners with
respect to such Global Security shall hold their interests pursuant to
applicable procedures of such Depositary. The Company, the Trustee, the Paying
Agent and the Security Registrar shall be entitled to deal with such Depositary
for all purposes of this Indenture relating to such Global Security (including
the payment of principal, premium, if any, and interest and any Additional
Amounts with respect to such Global Security and the giving of instructions or
directions by or to the beneficial owners of such Global Security as the sole
Holder of such Global Security and shall have no obligations to the beneficial
owners thereof (including any direct or indirect participants in such
Depositary). None of the Company, the Trustee, any Paying Agent or the Security
Registrar shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security in or pursuant to any applicable letter of
representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership
interests.

    


         Section 2.4
Form of Legend for
Global Securities.

    


         Unless
otherwise specified as contemplated by Section 3.1 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following
form:

    


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

    


    Section 2.5
Form of Face of
Security.

    


              [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]

    


    


    NATIONAL
PENN BANCSHARES, INC.

    


                                                                           
         

    
      	 
      	 
      	 
      
	
              No.____________________

            	 
      	
              $____________ 

            


    

    


              National
Penn Bancshares, Inc., a corporation duly organized and existing under the laws
of Pennsylvania (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                      
                      
                 ,
or registered assigns, the principal sum of                      
                     
                  
Dollars on   
       
                    
                     
           [if the Security is to bear
interest prior to Maturity, insert — , and to 

     

    
      
         

      

      
        - 13
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    pay
interest thereon from                      
                   
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on                
                     
     and                  
                 
       in each year, commencing                      
                   ,
at the rate of                                       
   per annum, until the principal hereof is paid or made
available for payment [if applicable, insert
— , and at the rate of                     %
per annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the               
                      
     or                  
          
             
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

    


              [If the Security is not to
bear interest prior to Maturity, insert — The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this Security shall bear interest at the rate of                
     % per annum which shall accrue from the
date of such default in payment to the date payment of such principal has been
made or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on demand
shall bear interest at the rate of           
          % per annum
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]

    


              Payment
of the principal of (and premium, if any) and [if applicable, insert
— any such] interest on this Security will be made at the office or agency of
the Company maintained for that purpose in                                         ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable, insert
— ; provided,
however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register].

    


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

    


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

    


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

    Dated:

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              NATIONAL
      PENN BANCSHARES, INC.

               

               

            	 
      
	 
      	
              By:  

            	 
      	 
      
	 
      	 
      	
              Name:  

            	 
      	 
      
	 
      	 
      	
              Title:  

            	 
      	 
      
	 
      


    

    Attest:

                                                                

    


    Section 2.6
Form of Reverse of
Security.

    


              This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of                     ,
20                    
(herein called the “Indenture”), between the Company and                          
               ,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the 

     

    
      
         

      

      
        - 14
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    Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if
applicable, insert —, limited in aggregate principal amount to $               
     ].

    


              [If applicable, insert
— Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time on or before the
close of business on                     ,
or in case this Security or a portion hereof is called for redemption, then in
respect of this Security or such portion hereof until and including, but (unless
the Company defaults in making the payment due upon redemption) not after, the
close of business on the 10th calendar day before the Redemption Date, to
convert this Security (or any portion of the principal amount hereof which is
$1,000 or an integral multiple thereof), at the principal amount hereof, or of
such portion, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company at a
conversion price per share of Common Stock equal to $                    
per each share of Common Stock (or at the current adjusted conversion price if
an adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency in                                         ,
accompanied by written notice to the Company that the Holder hereof elects to
convert this Security, or if less than the entire principal amount hereof is to
be converted, the portion hereof to be converted, and, in case such surrender
shall be made during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date within such
period), also accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being converted. Subject to the aforesaid
requirement for payment and, in the case of a conversion after the Regular
Record Date next preceding any Interest Payment Date and on or before such
Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion. No fractions of shares
or scrip representing fractions of shares will be issued on conversion, but
instead of any fractional interest the Company shall pay a cash adjustment as
provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of shares of Common Stock into
which this Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).]

    


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

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Redemption

            	 
      	 
      	 
      	
              Redemption

            
	
              Year

            	 
      	
              Price

            	 
      	
              Year

            	 
      	
              Price

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

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

    


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

     

    
      
         

      

      
        - 15
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              Redemption
      Price

            	 
      	
              Redemption
      Price For

            
	 
      	 
      	
              For
      Redemption

            	 
      	
              Redemption
      Otherwise

            
	 
      	 
      	
              Through
      Operation

            	 
      	
              Than
      Through Operation

            
	
              Year

            	 
      	
              of
      the Sinking Fund

            	 
      	
              of
      the Sinking Fund

            
	 
      	 
      	 
      	 
      	 
      


    

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

    


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

    


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

    


              The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take action as may
be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

    


              [If applicable, insert
— The Indenture contains provisions for defeasance at any time of [(1) the
entire indebtedness of this Security or (2)] certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.]

    


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

    


              [If the Security is an
Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture. Such amount shall be
equal to — insert
formula for determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest all of the Company’s obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]

    


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

    


              As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such 

     

    
      
         

      

      
        - 16
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    Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

    


              Subject
to the rights of holders of Senior Indebtedness, as set forth in the Indenture,
no other reference herein to the Indenture and no other provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed or to convert this Security as
provided in the Indenture.

    


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

    


              The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

    


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

    


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

    


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

    


    ARTICLE
3

    


    THE
SECURITIES

    


         Section 3.1
Amount Unlimited;
Issuable in Series.

    


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

    


         The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 3.3, set
forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

    


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

    


              (2) any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.3,
3.4, 3.5, 3.6, 9.6 or 11.7 and except for
any Securities which, pursuant to Section 3.3, are
deemed never to have been authenticated and delivered hereunder);

    


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

    


    
      
         

      

      
        - 17
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              (4) the
date or dates on which the principal of and premium, if any, on any Securities
of the series is payable or the method of determination and/or extension of such
date or dates; and the amount or amounts of such payments of principal and
premium, if any, or the method of determination thereof;

    


              (5) the
rate or rates (which may be fixed or variable), at which any Securities of the
series shall bear interest, if any, whether and under what circumstances
Additional Amounts with respect to such Securities shall be payable, the date or
dates from which any such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable and, if other that as set forth in
Section 1.1, the
Regular Record Date for any such interest payable on any Interest Payment Date
(or the method for determining the dates and rates);

    


              (6) whether
any of such Securities will be subject to certain optional interest rate reset
provisions;

    


              (7) the
place or places where the principal of and any premium and interest on, or any
Additional Amounts with respect to, the Securities of the series shall be
payable, where the Securities of such series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be served, and
the method of such payment, if by wire transfer, mail or other
means;

    


              (8) (a) the
period or periods within which, the price or prices at which, the currency or
currencies (including currency units) and the terms and conditions upon which
any Securities of the series may be redeemed, in whole or in part, at the option
of the Company, (b) if other than as provided in Section 11.3,
the manner in which the particular Securities of such series (if less than all
Securities of such series are to be redeemed) are to be selected for redemption
and (c) if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be
evidenced;

    


              (9) the
Senior Indebtedness to which the Securities of such series are subordinated, and
the terms of such subordination;

    


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

    


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

    


              (12) if
other than the Trustee, the identity of the Securities Registrar and/or the
Paying Agent;

    


              (13) if
the amount of principal of or any premium or interest on or other payments, if
any, on any Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based,
without limitation, on the price of one or more commodities, derivatives or
securities; one or more securities, derivatives or commodities exchange indices
or other indices; a currency or currencies (including currency unit or units)
other than that in which the Securities of the series are denominated or
designated to be payable; or any other variable or the relationship between any
variables or combination of variables), the index, formula or other method by
which such amounts shall be determined;

    


              (14) if
other than the currency of the United States of America, the currency,
currencies or currency units (including composite currencies) in which the
principal of or any premium or interest on, or any Additional Amounts with
respect to, any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;

    


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

    


    
      
         

      

      
        - 18
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              (16) if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.2;

    


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

    


              (18) if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 13.2 or
Section 13.3 or
both such Sections, or any other defeasance provisions applicable to any
Securities of the series, and, if other than by a Board Resolution, the manner
in which any election by the Company to defease such Securities shall be
evidenced;

    


              (19) the
terms, if any, upon which Securities of the series may be convertible into or
exchanged for other Securities, Common Shares, Preferred Shares, other debt
securities, warrants to purchase any of the foregoing, or other securities of
any kind of the Company or any other obligor or any other property, and the
terms and conditions upon which the conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period, and any other additional provisions;

    


              (20) if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 2.4;

    


              (21) any
deletions, modifications of or additions to the definitions set forth in Section 1.1, the
Events of Default which apply to any Securities of the series and any change in
the right of the Trustee or the requisite Holders of such Securities to declare
the principal amount thereof due and payable pursuant to Section 5.2;

    


              (22) any
addition to, deletion of or change in the covenants set forth in Article 10 which
applies to Securities of the series;

    


              (23) any
Authenticating Agents, Paying Agents, Security Registrars or such other agents
necessary in connection with the issuance of the Securities of such series,
including, without limitation, exchange rate agents and calculation
agents;

    


              (24) if
applicable, the terms of any Mortgage that will be provided for a series of
Securities, including any provisions regarding the circumstances under which
collateral may be released or substituted;

    


              (25) if
applicable, the terms of any guaranties for the Securities, including the terms
of any subordination of such guaranties, and any circumstances under which there
may be additional obligors on the Securities;

    


              (26) provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;

    


              (27) whether
Securities of the series shall be issuable in registered form or bearer form
(registrable or not registrable as to principal, and with or without interest
coupons), or both, and any restrictions applicable to the offering, sale or
delivery of bearer securities and the terms upon which bearer Securities of a
series may be exchanged for registered Securities of the same series and vice
versa;

    


              (28) the
forms of the Securities of the series;

    


              (29) any
terms which may be related to warrants, options or other rights to purchase and
sell securities issued by the Company in connection with, or for the purchase
of, Securities of such series, including whether and under what circumstances
the Securities of any series may be used toward the exercise price of any such
warrants, options or other rights;

    


              (30) if
the Securities of the series will be governed by, and the extent to which such
Securities will be governed by, any law other than the laws of the state of New
York;

    


    
      
         

      

      
        - 19
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              (31) any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1(5)).

    


         All
Securities of any one series need not be identical but may vary as may be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 3.3) set
forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

    


         Section 3.2
Denominations.

    


         Except
as specified as contemplated by Section 3.1, the
Securities of each series shall be issuable only in registered form without
coupons. The Securities of such series shall be issuable only in such
denominations as shall be specified as contemplated by Section 3.1. In
the absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof. Unless otherwise provided as
contemplated by Section 3.1 with
respect to any series of Securities, any Securities of a series denominated in a
currency other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon buying rate in
The City of New York for cable transfers for such currency (“Exchange Rate”), as
such rate is reported or otherwise made available by the Federal Reserve Bank of
New York, on the applicable issue date for such Securities, of $1,000 and any
integral multiple thereof.

    


         Section 3.3
Execution,
Authentication, Delivery and Dating.

    


         The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its principal financial officer, its
President or one of its Vice Presidents, and attested by its Treasurer, its
Secretary or one of its Assistant Treasurers or Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

    


         At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series. Each Security shall be dated the date of its authentication unless
otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate. If the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions or any other
method permitted by Sections 2.1 and
3.1, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, a copy of such Board Resolution, the
Officers’ Certificate setting forth the terms of the series and an Opinion of
Counsel, with such Opinion of Counsel stating,

    


              (1) if
the form or terms of such Securities have been established by or pursuant to
Board Resolution or any other method permitted by Sections 2.1 and
3.1, that such
form or terms have been, or in the case of Securities of a series offered in a
Periodic Offering will be, established in conformity with the provisions of this
Indenture, subject in the case of Securities offered in a Periodic Offering, to
any conditions specified in such Opinion of Counsel; and

    


              (2) that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions, exceptions and
qualifications specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as such enforcement is subject to the effect of
(i) bankruptcy, insolvency, fraudulent conveyance, reorganization or other
laws relating to or affecting creditors’ rights and (ii) general principles
of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law).

    


         Such
Opinion of Counsel need express no opinion as to the enforceability of Section 6.7 or as to
whether a court in the United States would render a money judgment in a currency
other than that of the United States. Notwithstanding the provisions of Section 3.1 and
of the preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be 

     

    
      
         

      

      
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    necessary
to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or
the Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be
issued.

    


         Notwithstanding
that such form or terms have been so established, the Trustee shall have the
right to decline to authenticate such Securities if, in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee), such
action may not lawfully be taken or if the Trustee in good faith by its board of
trustees or trustees, executive committee or a trust committee of directors,
trustees or vice presidents shall determine that such action would expose the
Trustee to personal liability to Holders of any Securities then
outstanding.

    


         With
respect to Securities of a series offered in a Periodic Offering, the Trustee
may rely, as to the authorization by the Company of any of such Securities, the
form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 2.1 and
3.1 and this Section, as applicable, in connection with the first authentication
of Securities of such series.

    


         No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee or an Authenticating Agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.9, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

    


         The
Company in issuing Securities may use “CUSIP” numbers (if then generally in
use), and if so, the Trustee may use the CUSIP numbers in notices of redemption
or exchange as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the CUSIP number printed in the notice or on the Securities, that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption or exchange shall not be affected by any defect or
omission of such CUSIP numbers. The Company will promptly notify the Trustee of
any change in CUSIP numbers known to an Officer of the Company. Neither the
Company nor the Trustee shall have any responsibility for any defect in the
CUSIP number that appears on any Security, check, advice of payment or
redemption notice, and any such document may contain a statement to the effect
that CUSIP numbers have been assigned by an independent service for convenience
of reference and that neither the Company nor the Trustee shall be liable for
any inaccuracy in such numbers.

    


         Section 3.4
Temporary
Securities.

    


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

    


         If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. Except in
the case of temporary Securities that are Global Securities, each of which shall
be exchanged in accordance with the provisions thereof, after the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal amount.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series and tenor, except as otherwise specified as contemplated by Section 3.1.

    


         Section 3.5
Registration;
Registration of Transfer and Exchange.

    


         The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with Section 9.2 in a
Place of Payment or in such other place or medium as may be specified pursuant
to 

     

    
      
         

      

      
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    Section 3.1 a
register for each series of Securities (each register maintained in such office
and in any other office or agency of the Company in a Place of Payment being
herein sometimes referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities of such series and of
transfers of Securities of such series. Unless otherwise contemplated by Section 3.1, the
Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities, and for
the purpose of maintaining the Security Register in respect thereof, as herein
provided.

    


         Except
as set forth in Section 2.3 or
as may be provided pursuant to Section 3.1, upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, the Company
shall execute and deliver a Company Order requesting the Trustee to authenticate
and deliver, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount.

    


         Unless
otherwise provided as contemplated by Section 3.1, at
the option of the Holder, Securities of any series (other than Global
Securities) may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency, and upon
payment, if the Company shall so require, of the charges hereinafter provided.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.

    


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

    


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

    


         Unless
otherwise provided as contemplated by Section 3.1, no
service charge shall be made for any registration of transfer

    or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4,
9.6 or 11.7 not involving
any transfer.

    


         Unless
otherwise provided as contemplated by Section 3.1, if
the Securities of any series (or of any series and specified tenor) are to be
redeemed in whole or in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or of
that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under Section 11.3 and
ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

    


         Unless
otherwise provided as contemplated by Section 3.1, the
Company shall not be required to register the transfer or exchange of Securities
between a Record Date and the next succeeding Interest Payment
Date.

    


         Section 3.6
Mutilated, Destroyed,
Lost and Stolen Securities.

    


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

    


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

    


    
      
         

      

      
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         Upon
the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.

    


         Every
new Security of any series issued pursuant to this Section 3.6 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

    


         The
provisions of this Section 3.6 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.

    


         Section 3.7
Payment of Interest;
Interest Rights Preserved.

    


         Except
as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency maintained for such purpose pursuant
to Section 9.2;
provided, however, that at the option of the Company, interest on any series of
Registered Securities that bear interest may be paid (i) by check mailed to
the address of the Person entitled thereto as it shall appear on the Security
Register of such series (unless, with respect to a Global Security, the rules of
the Depositary require payment of such amount by wire transfer) or (ii) by
wire transfer to an account maintained by the Person entitled thereto as
specified in the Security Register of such series.

    


         Unless
otherwise provided as contemplated by Section 3.1, any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or (2)
below:

    


              (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest, which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder of Securities of such series in the manner
set forth in Section 1.7, not
less than 10 days prior to such Special Record Date. The Trustee may, in
its discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the following clause
(2).

    


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

    


         Subject
to the foregoing provisions of this Section 3.7,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

    


    
      
         

      

      
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         Section 3.8
Persons Deemed
Owners.

    


         Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 3.7) any
interest and any Additional Amounts or other payments on such Security and for
all other purposes whatsoever, whether or not such Security shall be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

    


         Except
as otherwise specified as contemplated by Section 3.1,
none of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any
Depositary (or its nominee), as a Holder, with respect to such Global Security
or impair, as between such Depositary and owners of beneficial interests in such
Global Security, the operation of customary practices governing the exercise of
the rights of such Depositary (or its nominee) as Holder of such Global
Security.

    


         Section 3.9
Cancellation.

    


         The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. The
Security Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture or as otherwise specified as contemplated by Section 3.1. On
request of the Company at the time of surrender, the Trustee shall deliver to
the Company canceled Securities held by the Trustee. In the absence of such
request, all canceled Securities held by the Trustee shall be disposed of in
accordance with the Trustee’s customary procedures.

    


         Section 3.10
Computation of
Interest.

    


         Except
as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

    


    ARTICLE
4

    


    SATISFACTION AND
DISCHARGE

    


         Section 4.1
Satisfaction and
Discharge of Indenture.

    


         This
Indenture shall upon Company Request cease to be of further effect with respect
to Securities of or within any series (except as to any surviving rights of
registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when

    


              (1) either

    


                   (A) all
such Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.6 and
(ii) Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Trustee or the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.3)
have been delivered to the Trustee for cancellation; or  

    


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

    


    
      
         

      

      
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                        (i) have
become due and payable, or

    


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

    


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

    and the
Company, in the case of clause (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose money in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest and any Additional
Amounts to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may
be;

    


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

    


              (3) the
Company has complied with any other conditions specified pursuant to Section 3.1 to be
applicable to the Outstanding Securities of such series; and

    


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

    


         If
any Outstanding Securities of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the trust agreement
evidencing the trust referred to in subclause (B) of
clause (1) of
this Section 4.1
shall provide therefore and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

    


         Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of
this Section 4.1, the
obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3
shall survive.

    


         Section 4.2
Application of Trust
Money.

    


         Subject
to the provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest or Additional Amounts for whose payment such money has been
deposited with the Trustee.

    


         Section 4.3
Reinstatement.

    


         If
the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations deposited with respect to Securities of any series in accordance
with Section 4.1 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture with respect to
the Securities of such series and the Securities of such series shall be revived
and reinstated as though no deposit had occurred pursuant to Section 4.1
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 4.1;
provided, however, that if the Company has made any payment of principal of,
premium (if any) or interest on, or any Additional Amounts with respect to, any
Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.

    


    ARTICLE
5

    


    REMEDIES

    


    
      
         

      

      
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         Section 5.1
Events of
Default.

    


         “Event of Default,”
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be occasioned by the subordination provisions applicable to any
Securities or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the Board Resolution, supplemental indenture, Officers’ Certificate establishing
such series, or form of Security for such series:

    


              (1) default
in the payment of any interest on, or any Additional Amounts with respect to,
any Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days (unless the entire amount of such
payment is deposited by the Company with the Trustee or with a Paying Agent
prior to the expiration of such period of 30 days); or

    


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

    


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

    


              (4) default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section 5.1
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of
Default” hereunder; or

    


              (5) the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days; or

    


              (6) the
commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it, of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of
any such action; or

    


              (7) any
other Event of Default provided with respect to Securities of that series in the
Board Resolution, supplemental indenture or Officers’ Certificate establishing
that series.

    


         Notwithstanding
the foregoing provisions of this Section 5.1, if
the principal of, premium (if any) or any interest on, or any Additional Amounts
with respect to, any Security is payable in a currency or currencies (including
a composite currency) other than Dollars and such currency or currencies are not
available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a
“Conversion
Event”), the Company will be entitled to satisfy its obligations to
Holders of the Securities by making such payment in Dollars in an amount equal
to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company by reference to the Exchange Rate, as such Exchange
Rate is certified for customs purposes by the Federal Reserve Bank of New York
on the date of such payment, or, if such rate is not then available, on the
basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 5.1, any


     

    
      
         

      

      
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    payment
made under such circumstances in Dollars where the required payment is in a
currency other than Dollars will not constitute an Event of Default under this
Indenture.

    


         Promptly
after the occurrence of a Conversion Event with respect to the Securities of any
series, the Company shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 1.7 to the
Holders of such series. Promptly after the making of any payment in Dollars as a
result of a Conversion Event with respect to the Securities of any series, the
Company shall give notice in the manner provided in Section 1.7 to
the Holders of such series, setting forth the applicable Exchange Rate and
describing the calculation of such payments.

    


         Section 5.2
Acceleration of
Maturity; Rescission and Annulment.

    


         Unless
the Board Resolution, supplemental indenture or Officers’ Certificate
establishing such series provides otherwise, if an Event of Default (other than
an Event of Default specified in Section 5.1(5)
or 5.1(6)) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may declare
the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
and premium, if any, together with accrued and unpaid interest, if any, thereon,
and Additional Amounts, if any, with respect thereto, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal amount (or
specified amount) and premium, if any, together with accrued and unpaid
interest, if any, thereon, and Additional Amounts, if any, with respect thereto,
shall become immediately due and payable. Unless the Board Resolution,
supplemental indenture or Officers’ Certificate establishing such series
provides otherwise, if an Event of Default specified in Section 5.1(5)
or 5.1(6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
and premium, if any, together with accrued and unpaid interest, if any, thereon,
and Additional Amounts, if any, with respect thereto, shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

    


         At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article 5
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

    


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

    


                   (A) all
overdue interest on, and any Additional Amounts with respect to, all Securities
of that series (or of all series, as the case may be),

    


                   (B) the
principal of or premium (if any) on any Securities of that series (or of all
series, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities (in the case of Original Issue Discount Securities,
the Securities’ Yield to Maturity),

    


                   (C) to
the extent that payment of such interest is lawful, interest upon overdue
interest and any Additional Amounts at the rate or rates prescribed therefor in
such Securities (in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity), and

    


                   (D) all
sums paid or advanced by the Trustee hereunder, the compensation, expenses,
disbursements and advances due to Trustee under Section 6.7, and
all other amounts due under Section 6.7;

    


              (2) all
Events of Default with respect to Securities of that series (or of all series,
as the case may be), other than the nonpayment of the principal of Securities of
that series (or of all series, as the case may be) which have become due solely
by such declaration of acceleration, have been cured or waived as provided in
Section 5.13;
and

    


              (3) the
rescission would not conflict with any final judgment or decree of a court of
competent jurisdiction.

    


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

    


    
      
         

      

      
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         Section 5.3
Collection of
Indebtedness and Suits for Enforcement by Trustee.

    


         The
Company covenants that if

    


              (1) default
is made in the payment of any interest on, or any Additional Amounts with
respect to, any Security of any series when such interest or Additional Amounts
shall become due and payable and such default continues for a period of
30 days, or

    


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

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest on, and Additional Amounts
with respect to, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on any
overdue interest or Additional Amounts, at the rate or rates prescribed therefor
in such Securities (or in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity), and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and all other amounts due the Trustee under Section 6.7.

    


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

    


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

    


         Section 5.4
Trustee May File
Proofs of Claim.

    


         In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal (or lesser amount in the case of
Original Issue Discount Securities) of the Securities 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 of, premium (if any), interest on, or any Additional Amounts
with respect to, such Securities) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

    


              (1) to
file and prove a claim for the whole amount of principal (or lesser amount in
the case of Original Issue Discount Securities) (and premium, if any) and
interest and any Additional Amounts owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial proceeding,
and

    


              (2) to
collect and receive any monies or 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 to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

    


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

    


    
      
         

      

      
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         Section 5.5
Trustee May Enforce
Claims Without Possession of Securities.

    


         All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding may be instituted by the Trustee in its own name as trustee of
an express trust.

    


         Section 5.6
Application of Money
Collected.

    


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

    


         FIRST:
To the payment of all amounts due the Trustee under Section 6.7 in
connection with such series of Securities in respect of which money or other
property is collected;

    


         SECOND:
Subject to the terms of any subordination entered into as contemplated by Section 3.1, to
the payment of the amounts then due and unpaid for principal of and any premium,
if any, and interest on, and any Additional Amounts with respect to, the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and any premium, if
any, interest on and Additional Amounts, respectively; and

    


         THIRD:
The balance, if any, to the Company or any other Person or Persons entitled
thereto.

    


         To
the fullest extent allowed under applicable law, if for the purpose of obtaining
judgment against the Company in any court it is necessary to convert the sum due
in respect of the principal of, premium (if any) or interest on, or any
Additional Amounts with respect to, the Securities of any series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in The City of
New York next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall any of them
benefit from any windfall in payments to Holders of Securities under this Section 5.6
caused by a change in exchange rates between the time the amount of a judgment
against it is calculated as above and the time the Trustee converts the Judgment
Currency into the Required Currency to make payments under this Section 5.6 to
Holders of Securities, but payment of such judgment shall discharge all amounts
owed by the Company on the claim or claims underlying such
judgment.

    


         Section 5.7
Limitation on
Suits.

    


         Subject
to Section 5.8, no
Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless

    


              (1) an
Event of Default with respect to such series of Securities shall have occurred
and be continuing and such Holder has previously given written notice to the
Trustee of such continuing Event of Default;

    


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

    


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

    


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

    


              (5) no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series (or of all series, as the case may
be).

    No one or
more of such Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference 

     

    
      
         

      

      
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    over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

    


         Section 5.8
Right of Holders to
Receive Principal, Premium and Interest.

    


         Notwithstanding
any other provision in this Indenture, the right of any Holder of any Security
to receive payment of the principal of and any premium and (subject to Section 3.7)
interest on, or any Additional Amounts with respect to, such Security on the
Stated Maturity or Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment after the respective due dates, shall not be impaired
without the consent of such Holder.

    


         Section 5.9
Restoration of Rights
and Remedies.

    


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

    


         Section 5.10
Rights and Remedies
Cumulative.

    


         Except
as otherwise provided in Section 5.7 or
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.6, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

    


         Section 5.11
Delay or Omission Not
Waiver.

    


         No
delay or omission of the Trustee or of any Holder of any Securities to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 5 or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

    


         Section 5.12
Control by
Holders.

    


         With
respect to Securities of any series, the Holders of a majority in principal
amount of the Outstanding Securities of such 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, relating to or arising under an Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.1, and
with respect to all Securities the Holders of a majority in principal amount of
all Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, relating to or arising under an Event of
Default described in clause (5) or (6) of Section 5.1, provided
that in each such case.

    


              (1) the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may
not lawfully be taken or would conflict with this Indenture or if the Trustee in
good faith shall, by a Responsible Officer, determine that the proceedings so
directed would involve it in personal liability or be unjustly prejudicial to
the Holders not taking part in such direction, and

    


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

    


         Section 5.13
Waiver of Past
Defaults.

    


         Subject
to Section 5.8 and
Section 9.2, the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default or Event of Default


     

    
      
         

      

      
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    described
in clause (1),
(2), (3), (4) or (7) of Section 5.1
hereunder with respect to such series and its consequences, and the Holders of a
majority in principal amount of all Outstanding Securities may on behalf of the
Holders of all Securities waive any Event of Default described in clause (5) or (6) of Section 5.1 hereunder
and its consequences, except a default

    


              (1) in
the payment of the principal of or any premium or interest on, or any Additional
Amounts with respect to, any Security as and when the same shall become due and
payable by the terms thereof, otherwise than by acceleration (unless such
default has been cured as provided herein), or

    


              (2) in
respect of a covenant or provision hereof which under Article 9 cannot
be modified or amended without the consent of the Holder of each Outstanding
Security affected.

    


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

    


         Section 5.14
Undertaking for
Costs.

    


         All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that the
provisions of this Section 5.14 shall
not apply to any suit instituted by the Company, 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 Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date).

    


    ARTICLE
6

    


    THE
TRUSTEE

    


         Section 6.1
Certain Duties and
Responsibilities.

    


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

    


              (2) Except
during the continuance of an Event of Default:

    


                   (A) The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee.

    


                   (B) In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon Officers’ Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the
case of any such Officers’ Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of any mathematical calculations or
other facts stated therein).

    


              (3) The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct or bad faith, except
that:

    


                   (A) This
paragraph does not limit the effect of clause (2) of this
Section
6.1.

    


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

    


    
      
         

      

      
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                   (C) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Securities of any series in good faith
in accordance with the direction of the Holders of a majority in principal
amount of the Outstanding Securities of such series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series.

    


              (4) Every
provision of this Indenture that in any way relates to the Trustee is subject to
clauses (1),
(2) and (3) of this Section 6.1.

    


              (5) The
Trustee may refuse to perform any duty or to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of
Holder or Holders pursuant to this Indenture, unless such Holder or Holders
shall have offered and, if requested, provided to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

    


              (6) No
provision of this Indenture shall require the Trustee to risk its own funds or
otherwise incur any financial liability in the performance of any of its duties,
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 is not reasonably assured to it.

    


              (7) The
Paying Agent, the Security Registrar and any Authenticating Agent shall be
entitled to the protections, immunities and standard of care as are set forth in
clauses (1),
(2) and (3) of this Section 6.1 with
respect to the Trustee.  

    


         Section 6.2
Notice of
Defaults.

    


         If
a default occurs hereunder and is continuing with respect to Securities of any
series and it is known to a Responsible Officer of the Trustee, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
except in the case of a default in the payment of principal of (or premium, if
any) or interest on, or any Additional Amounts with respect to, any Securities
of such series or in the payment of any sinking fund installment, the Trustee
shall be protected in withholding such notice if and so long as the Board of
Trustees, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the holders of Securities of such
series.

    


         Section 6.3
Certain Rights of
Trustee.

    


         Subject
to the provisions of Section 6.1:

    


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

    


              (2) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or
attorney;

    


              (3) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (unless other evidence is
specifically required herein), and any resolution of the Board of Trustees shall
be sufficiently evidenced by a Board Resolution;

    


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

    


    
      
         

      

      
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              (5) the
Trustee may consult with counsel and the written 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;

    


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

    


              (7) the
Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities of any series for which it is acting as Trustee
unless either (1) a Responsible Officer shall have actual knowledge of such
default or Event of Default or (2) written notice of such default or Event
of Default shall have been given to the Trustee by the Company or any other
obligor on such Securities or by any Holder of such Securities; and

    


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

    


         Section 6.4
Not Responsible for
Recitals or Issuance of Securities.

    


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

    


         Section 6.5
May Hold Securities
and Act as Trustee under Other Indentures.

    


         The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.8 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, Security Registrar or such
other agent.

    


         Subject
to the limitations imposed by the Trust Indenture Act, nothing in this Indenture
shall prohibit the Trustee from becoming and acting as trustee under other
indentures under which other securities, or certificates of interest of
participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.

    


         Section 6.6
Money Held in
Trust.

    


         Subject
to the provisions of Sections 10.3
and 13.5, all
moneys received by the Trustee shall, until used or applied, as provided herein,
be held in trust for the purposes for which they were received. Money held by
the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with
the Company. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid by the Company
from time to time upon a Company Order.

    


         Section 6.7
Compensation and
Reimbursement.

    


         The
Company shall pay to the Trustee from time to time such reasonable compensation
for its services as the Company and the Trustee may agree in writing from time
to time. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses, disbursements
and advances incurred by it in connection with the performance of its duties
under this Indenture, except any such expense, disbursement or advance as may be
attributable to its negligence, willful misconduct or bad faith. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents
and counsel.

    


         The
Company shall indemnify the Trustee for, and hold it harmless against, any and
all loss, liability, damage, claim or expense (including attorneys’ fees and
expenses, and including taxes other than taxes based upon, measured by or
determined by the income of the Trustee), including without limitation the costs
and expenses of defending itself against any third-party claim (whether asserted
by any Holder or any other Person (other than the Company to the extent of any
claim brought by it against the Trustee that establishes a 

     

    
      
         

      

      
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    breach by
the Trustee in the observance or performance of its duties under this
Indenture)), incurred by it without negligence, willful misconduct or bad faith
arising out of or in connection with its acceptance or administration of the
trust or trusts hereunder, including the performance of its duties or the
exercise of its powers hereunder. With respect to any such claim other than a
claim brought by the Company, (i) the Trustee shall notify the Company promptly
of any claim for which it may seek indemnity, (ii) the Company may at its option
defend the claim, in which event the Trustee shall cooperate in the defense and
the Trustee may have one separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel and (iii) the Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. This indemnification shall apply to officers, directors,
employees, shareholders and agents of the Trustee.

    


         To
secure the Company’s payment obligations in this Section 6.7, the
Trustee shall have a lien prior to the Securities of any series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of and interest on, or any Additional Amounts with respect to,
particular Securities of that series.

    


         When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 5.1(5)
or (6) occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

    


         The
provisions of this Section 6.7 and
any lien arising hereunder shall survive the resignation or removal of the
Trustee or the discharge of the Company’s obligations under this Indenture and
the termination of this Indenture.

    


         Section 6.8
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 conflicting
interest or resign, to the extent and in the manner and with the effect provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall
not be deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than one series or any other
indenture.

    


         Section 6.9
Eligibility;
Disqualification.

    


         There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series (which need not be the same Trustee for all series). A
Trustee may be Trustee hereunder for Securities of one or more series. Each
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has (or if the Trustee is a member of a bank holding company
system, its bank holding company has) a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state (or
the District of Columbia) authority. If any such Person or bank holding company
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 6.9 and
to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person or bank holding company shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section 6.9, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article
6.

    


         The
Indenture shall always have a Trustee who satisfies the requirements of Sections 310(a)(1),
310(a)(2) and
310(a)(5) of
the Trust Indenture Act.

    


         Section 6.10
Resignation and
Removal; Appointment of Successor.

    


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

    Section 6.11.

    


         The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. 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 at the expense of
the Company any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

    


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

     

    
      
         

      

      
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    successor
Trustee required by Section 6.11
shall not have been delivered to the removed Trustee within 30 days after
the receipt of such notice of removal, the removed Trustee may petition at the
expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such
series.

    


         If
at any time:

    


              (1) the
Trustee shall fail to comply with Section 6.8
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

    


              (2) the
Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or

    


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

    then, in
any such case, (A) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

    


         If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company by a Board Resolution shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and such successor Trustee or Trustees
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 Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11,
the retiring Trustee may petition, or any Holder who has been a bona fide Holder
of a Security of such series for at least six months may petition, on behalf of
himself and all others similarly situated, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

    


         The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.7.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.

    


         Section 6.11
Acceptance of
Appointment by Successor.

    


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

    


         In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed 

     

    
      
         

      

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

    


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

    


         No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article 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 or acquiring all or substantially all the corporate trust business
of the Trustee (including the administration of the trust created by this
Indenture), shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to, or by succession to or acquisition of all or
substantially all of the corporate trust business of, such successor Trustee may
adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Securities.

    


         Section 6.13
Preferential
Collection of Claims Against Company.

    


         If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities) as provided in the Trust Indenture Act, 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 appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and, except as other specified as contemplated by Section 3.1,
shall at all times be a bank or trust company or corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or if the Authenticating Agent is a member of a bank holding
company system, its bank holding company has) a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State (or the 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 6.14,
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 

     

    
      
         

      

      
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    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 6.14.  

    


         Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to or acquiring the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section
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 for any series of Securities may resign at any time by
giving written notice thereof to the Trustee for such series and to the Company.
The Trustee for any series of Securities may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
for such series may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall give notice of such appointment in the
manner provided in Section 1.7 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.14.

    


         The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 6.14,
and the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 6.7.

    


         If
an appointment with respect to one or more series is made pursuant to this Section 6.14, the
Securities of such series may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternative certificate of authentication in
the following form:

    


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

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              [TRUSTEE],
      as Trustee

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	
              As
      Authenticating Agent

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	
              Authorized
      Officer

            


    

    


         Notwithstanding
any provision of this Section 6.14 to
the contrary, if at any time any Authenticating Agent appointed hereunder with
respect to any series of Securities shall not also be acting as the Security
Registrar hereunder with respect to any series of Securities, then, in addition
to all other duties of an Authenticating Agent hereunder, such Authenticating
Agent shall also be obligated: (i) to furnish to the Security Registrar
promptly all information necessary to enable the Security Registrar to maintain
at all times an accurate and current Security Register; and (ii) prior to
authenticating any Security denominated in a foreign currency, to ascertain from
the Company the units of such foreign currency that are required to be
determined by the Company pursuant to Section 3.2.

    


    ARTICLE
7

    


    HOLDERS’ LISTS AND REPORTS
BY TRUSTEE AND COMPANY

    


         Section 7.1
Company to Furnish
Trustee Names and Addresses of Holders.

    


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

    


              (1) not
later than 15 days after the Regular Record Date for each respective series
of Securities, or if there is no Regular Record Date for such series of
Securities, semi-annually on January 1 and July 1, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Securities of each series as of such date, as the case may be, and

    


    
      
         

      

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

    provided
that no such list need be furnished by the Company to the Trustee so long as the
Trustee is acting as Security Registrar.

    


         Section 7.2
Preservation of
Information; Communications to Holders.

    


         The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and
the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.1
upon receipt of a new list so furnished.

    


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

    


         Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture
Act.

    


         Section 7.3
Reports by
Trustee.

    


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

    


         As
promptly as practicable after each January 1 beginning with the January 1
following the date of this Indenture, and in any event prior to March 1 in each
year, the Trustee shall mail to each Holder a brief report dated as of
December 31 of the prior year if and to the extent required by Section 313(a)
of the Trust Indenture Act. The Trustee shall also comply with Section 313(b)
of the Trust Indenture Act.

    


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

    


         Section 7.4
Reports by
Company.

    


         The
Company shall file with the Trustee and the Commission, and transmit to Holders
and any other required Persons within 30 days after the filing with the
Trustee, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within
30 days after the same is so required to be filed with the
Commission.

    


    ARTICLE
8

    


    CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE

    


         Section 8.1
Company May
Consolidate, etc., Only on Certain Terms.

    


         The
Company may not merge or consolidate with or into any other Person, in a
transaction in which it is not the surviving Person, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all of its assets to any
Person, unless (i) the surviving or transferee Person is organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and such Person expressly assumes by supplemental indenture all the
obligations of the Company under the Securities and under this Indenture,
(ii) immediately thereafter, giving effect to such merger or consolidation,
or such sale, conveyance, transfer or other disposition, no default or Event of
Default shall have occurred and be continuing and (iii) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
each stating that such merger, consolidation, sale, conveyance, transfer, lease
or other disposition complies with this Article 8 and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

    


    
      
         

      

      
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         Section 8.2
Successor
Substituted.

    


         Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such sale, conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

    


    ARTICLE
9

    


    SUPPLEMENTAL
INDENTURES

    


         Section 9.1
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 for any of the following purposes:

    


              (1) to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by any such successor of the covenants and
obligations of the Company herein and in the Securities in compliance with Article 8;
or

    


              (2) to
add to the covenants of the Company for the benefit of the Holders of any one or
more series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series), to convey, transfer,
assign, mortgage or pledge any property to or with the Trustee or otherwise
secure any series of the Securities, including provisions regarding the
circumstances under which collateral may be released or substituted, to
surrender any right or power herein conferred upon the Company or to comply with
any requirement of the Commission or otherwise in connection with the
qualification of this Indenture or any supplemental indenture under the Trust
Indenture Act; or

    


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

    


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

    


              (5) to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Outstanding Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision, or (ii) modify the rights of any
Holder of any Outstanding Security with respect to such provision, or
(B) shall become effective when there is no Security then Outstanding;
or

    


              (6) to
add or provide for a guaranty or guarantees of the Securities or additional
obligors on the Securities; or

    


              (7) to
establish the form or terms of Securities of any series as permitted by Sections 2.1 and
3.1;
or

    


              (8) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11;
or

    


              (9) to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, to cure any ambiguity or omission,
to correct any mistake, or to conform to any prospectus pursuant to which
Securities of any series were offered; or

    


              (10) to
make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not adversely affect the rights of
any Holder of Securities of any series; or

    


    
      
         

      

      
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              (11) to
make any change that does not adversely affect the rights of any
Holder.

    


         Section 9.2
Supplemental
Indentures with Consent of Holders.

    


         With
the consent of the Holders of a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture (acting as one
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 Indenture or any indenture supplemental hereto or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected
thereby,

    


              (1) change
the Stated Maturity of the principal of or any installment of principal of, or
the date fixed for payment of interest on or any sinking fund payment with
respect to, any Security, or reduce the principal amount thereof or the rate of
interest thereon, any Additional Amounts with respect thereto or any premium
payable upon the redemption thereof, or change any obligation of the Company to
pay Additional Amounts (except as contemplated by Section 8.1 and
permitted by clause
(1) of Section 9.1), or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2, or
change any Place of Payment where, or the coin or currency or currencies
(including composite currencies) in which any Security or any premium or
interest thereon or Additional Amounts with respect thereto is payable, or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or modify the provisions of this Indenture with respect to
the subordination of a Security in a manner adverse to the holder thereof,
or

    


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

    


              (3) modify
any of the provisions of this Section 9.2,
Section 5.13 or
Section 10.8,
except to increase any such percentage or to provide with respect to any
particular series the right to condition the effectiveness of any supplemental
indenture as to that series on the consent of the Holders of a specified
percentage of the aggregate principal amount of Outstanding Securities of such
series (which provision may be made pursuant to Section 3.1
without the consent of any Holder) or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and
concomitant changes in this Section 9.2 and
Section 10.8, or
the deletion of this proviso, in accordance with the requirements of Sections 6.11
and 9.1(8).

    


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

    


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

    


         Section 9.3
Execution of
Supplemental Indentures.

    


         In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Sections 6.1 and
6.3) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties,
immunities or liabilities under this Indenture or otherwise.

    


         Section 9.4
Effect of Supplemental
Indentures.

    


    
      
         

      

      
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         Upon
the execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby; provided that if such supplemental indenture makes any
of the changes described in clauses (1) through
(3) of the
first proviso to Section 9.2,
such supplemental indenture shall bind each Holder of a Security who has
consented to it and every subsequent Holder of such Security or any part
thereof.

    


         Section 9.5
Conformity with Trust
Indenture Act.

    


         Every
supplemental indenture executed pursuant to this Article 9 shall
conform to the requirements of the Trust Indenture Act.

    


         Section 9.6
Reference in
Securities to Supplemental Indentures.

    


         Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such
series.

    


    ARTICLE
10

    


    COVENANTS

    


         Section 10.1
Payment of Principal,
Premium and Interest.

    


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

    


         Section 10.2
Maintenance of Office
or Agency.

    


         The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands. Unless otherwise provided
in a supplemental indenture or pursuant to Section 3.1
hereof, the Place of Payment for any series of Securities shall be the Corporate
Trust Office of the Trustee.

    


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

    


         Section 10.3
Money for Securities
Payments to be Held in Trust.

    


         If
the Company, any Subsidiary or any of their respective Affiliates shall at any
time act as Paying Agent with respect to any series of Securities, such Paying
Agent will, on or before each due date of the principal of or any premium or
interest on, or any Additional Amounts with respect to, any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest, or
any Additional Amounts, 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 action or failure so to act.

    


    
      
         

      

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

    


         The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 10.3,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.

    


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

    


         Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or interest
on, or any Additional Amounts with respect to, any Security of any series and
remaining unclaimed for a period ending on the earlier of the date that is ten
Business Days prior to the date such money would escheat to the State or two
years after such principal, premium or interest or Additional Amount has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
The Borough of Manhattan, The City of New York and in such other Authorized
Newspapers as the Trustee shall deem appropriate, notice that such money remains
unclaimed and that, after a date specified herein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such
money then remaining will, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be repaid to the
Company.

    


         Section 10.4
Statement by Officers
as to Default.

    


         At
any time at which there are Outstanding Securities of any series issued under
this Indenture, the Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers’ Certificate complying with Section 314(a)(4)
of the Trust Indenture Act and stating that a review of the activities of the
Company during such year and of performance under this Indenture has been made
under the supervision of the signers thereof and stating whether or not to the
best knowledge of the signers thereof, based upon such review, the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge. One of the officers signing the Officers’ Certificate
delivered pursuant to this Section 10.05
shall be the principal executive, financial or accounting officer of the
Company.

    


         Section 10.5
Existence.

    


         Subject
to Article 8, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its existence.

    


         Section 10.6
All Securities to be
Equally and Ratably Secured.

    


         Unless
specified otherwise by the Company pursuant to Section 3.1 with
respect to any series, the Company will not itself secure Securities of any one
or more series with any Mortgage, without effectively providing that the
Securities of every other series shall be secured equally and ratably by such
Mortgage.

    


         Section 10.7
Maintenance of
Properties.

    


    
      
         

      

      
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         The
Company will cause all properties used or useful in the conduct of its business
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as,
and to the extent, in the judgment of the Company may be necessary or
appropriate in connection with its business; provided, however, that nothing in
this Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business and not disadvantageous
in any material respect to the Holders.

    


         Section 10.8
Payment of Taxes and
Other Claims.

    


         The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or upon the income, profits or
property of the Company, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim (i) whose amount, applicability or validity is being contested in
good faith by appropriate proceedings or (ii) if the failure to pay or
discharge would not have a material adverse effect on the assets, business,
operations, properties or financial condition of the Company and its
Subsidiaries, taken as a whole.

    


         Section 10.9
Waiver of Certain
Covenants.

    


         Except
as otherwise specified as contemplated by Section 3.1 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Sections 3.1(22),
9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit
of the Holders of such series if before or after the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

    


         Section 10.10
Additional
Amounts.

    


         If
the Securities of a series expressly provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series
Additional Amounts as expressly provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of, or premium
(if any) or interest on any Security of any series or the net proceeds received
from the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of Additional Amounts provided for in
this Section 10.10 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 10.10
and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

    


         If
the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal
and any premium or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers’ Certificate, the Company
shall furnish the Trustee and the Company’s principal Paying Agent or Paying
Agents, if other than the Trustee, with an Officers’ Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of that series shall be made to
Holders of Securities of that series who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities and the Company will pay to such Paying Agent the Additional Amounts
required by this Section 10.10.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against any loss, liability or expense reasonably incurred
without negligence, willful misconduct or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section 10.10.

    


    ARTICLE
11

    


    
      
         

      

      
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    REDEMPTION OF
SECURITIES

    


         Section 11.1
Applicability of
Article.

    


         Securities
of any series that are redeemable in whole or in part before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for
such Securities) in accordance with this Article
11.

    


         Section 11.2
Election to Redeem;
Notice to Trustee.

    


         The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1 for
such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 45 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction or condition.

    


         Section 11.3
Selection by Trustee
of Securities to Be Redeemed.

    


         If
less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, on a pro-rata basis, or in the Trustee’s
discretion, by lot, or by such other method as the Trustee shall deem fair and
appropriate, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

    


         If
any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption.

    


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

    


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

    


         Section 11.4
Notice of
Redemption.

    


         Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
fewer than 30 nor more than 90 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed, at its address appearing in the Security
Register.

    


         All
notices of redemption shall state:

    


              (1) the
Redemption Date,

    


              (2) the
Redemption Price (including accrued interest, if any, to be paid),

    


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

    


    
      
         

      

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

    


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

    


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

    


              (7) if
applicable, the conversion price, the date on which the right to convert the
principal of the Securities or the portions thereof to be redeemed will
terminate, and the place or places where such Securities may be surrendered for
conversion,

    


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

    


              (9) the
CUSIP number or numbers and/or common codes of the Security being
redeemed.

    


         Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company, provided that the Company shall have prepared
and provided to the Trustee the form of such notice, or, if acceptable to the
Trustee, provided sufficient information to enable the Trustee to prepare such
notice, in each case on a timely basis.

    


         Section 11.5
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 its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

    


         If
any Security called for redemption is converted, any money deposited with the
Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to any right of any Holder of such
Security to receive interest thereon) be paid to the Company on Company Request,
or if then held by the Company, shall be discharged from such
trust.

    


         Section 11.6
Securities Payable on
Redemption Date.

    


         Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest (and any
Additional Amounts) to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.7.

    


         If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal and any premium shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security or, in
the case of Original Issue Discount Securities, the Securities’ Yield to
Maturity.

    


         Section 11.7
Securities Redeemed in
Part.

    


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

    


    
      
         

      

      
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         Unless
otherwise specified as contemplated by Section 3.1, the
Company and any Affiliate of the Company may at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Such acquisition
shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section 3. 9
shall apply to all Securities so delivered.

    


    ARTICLE
12

    


    SINKING
FUNDS

    


         Section 12.1
Applicability of
Article.

    


         The
provisions of this Article 12 shall
be applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 3.1 for such
Securities.

    


         The
minimum amount of any sinking fund payment provided for by the terms of any
Securities is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for
by the terms of such Securities is herein referred to as an “optional sinking fund
payment.” Unless otherwise provided for by the terms of any Securities,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

    


         Section 12.2
Satisfaction of
Sinking Fund Payments with Securities.

    


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

    


         Section 12.3
Redemption of
Securities for Sinking Fund.

    


         Not
fewer than 45 days prior (unless a shorter period shall be satisfactory to
the Trustee) to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 12.2 and
will also deliver to the Trustee any Securities to be so delivered. Not fewer
than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6
and 11.7.

    


    ARTICLE
13

    


    DEFEASANCE AND COVENANT
DEFEASANCE

    


         Section 13.1
Company’s Option to
Effect Defeasance or Covenant Defeasance.

    


         The
Company may elect, at its option at any time, to have Section 13.2 or
Section 13.3
applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 3.1 as
being defeasible pursuant to such Section 13.2 or
13.3, in
accordance with any applicable requirements provided pursuant to Section 3.1 and upon
compliance with the conditions set forth below in this Article 13. Any
such election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 3.1 for
such Securities.

    


    
      
         

      

      
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         Section 13.2
Defeasance and
Discharge.

    


         Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 13.4 are
satisfied (hereinafter called “Defeasance”). For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:

    


              (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on, or any Additional Amounts with respect to, such
Securities when payments are due,

    


              (2) the
Company’s obligations with respect to such Securities under Sections 3.4,
3.5, 3.6, 10.2 and 10.3,

    


              (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
and

    


              (4) this
Article 13.

    


    Subject
to compliance with this Article 13, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 13.3
applied to such Securities.

    


         Section 13.3
Covenant
Defeasance.

    


         Upon
the Company’s exercise of its option (if any) to have this Section 13.3
applied to any Securities or any series of Securities, as the case may
be,

    


         (1) the
Company shall be released from their obligations under Sections 8.1,
10.4, 10.5. 10.6, 10.7 or 10.8 and any
covenants provided pursuant to Sections 3.1(22)
or 9.1(2) for
the benefit of the Holders of such Securities and

    


         (2) the
occurrence of any event specified in Section 5.1(4)
(with respect to any of Sections 8.1,
10.4, 10.5. 10.6, 10.7 or 10.8 and any such
covenants provided pursuant to Sections 3.1(22)
or 9.1(2)) and
the occurrence of any other Event of Default specified pursuant to Section 3.1 or
Section 9.1(3)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities or any series of Securities as provided in this Section 13.3 on
and after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section or such other covenant (to the extent so specified in the
case of Section
5.1(4) and the occurrence of any Event of Default specified pursuant to
Section 3.1 or
Section 9.1(3)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of any reference in any
such Section or such other covenant to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

    


         Section 13.4
Conditions to
Defeasance or Covenant Defeasance.

    


         The
following shall be the conditions to the application of Section 13.2 or
Section 13.3 to
any Securities or any series of Securities, as the case may be:

    


              (1) The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 6.9 and
agrees to comply with the provisions of this Article 13
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities,  

    


                   (A) in
the case of Securities of a series denominated in currency of the United States
of America,

    


    
      
         

      

      
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                        (i) cash
in currency of the United States of America in an amount, or

    


                        (ii) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an amount in cash,
or

    


                        (iii) a
combination thereof, or

    


                   (B) in
the case of Securities of a series denominated in currency other than that of
the United States of America,

    


                        (i) cash
in the currency in which such series of Securities is denominated in an amount,
or

    


                        (ii) Foreign
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an amount in cash,
or

    


                        (iii) a
combination thereof,

    


    in each
case sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such Securities.

    


              (2) For
Securities denominated in United States dollars, in the event of an election to
have Section 13.2
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating
that

    


                   (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or

    


                   (B) since
the date of this instrument, there has been a change in the applicable Federal
income tax law,

    in either
case clause (A)
or (B) to the
effect that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect
to such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

    


              (3) For
Securities denominated in United States dollars, in the event of an election to
have Section 13.3
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.

    


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

    


              (5) No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 5.1(5) and
(6), at any
time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

    


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

    


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

    


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

    


    
      
         

      

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

    


         Section 13.5
Deposited Money, U. S.
Government Obligations and Foreign Government Obligations to be Held in Trust;
Miscellaneous Provisions.

    


         Subject
to the provisions of the last paragraph of Section 10.3,
all money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section 13.5 and
Section 13.6,
the Trustee and any such other trustee are referred to collectively as the
“Trustee”)
pursuant to Section 13.4 in
respect of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.  The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Section 13.4 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of
Outstanding Securities. Anything in this Article 13 to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money, U.S. Government Obligations or
Foreign Government Obligations held by it as provided in Section 13.4 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

    


         Section 13.6
Reinstatement.

    


         If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article 13 with
respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 13.2 or
13.3 shall be
revived and reinstated as though no deposit had occurred pursuant to this Article 13 with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 13.5
with respect to such Securities in accordance with this Article 13;
provided, however, that if the Company makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.

    


    ARTICLE
14

    


    SUBORDINATION

    


         Section 14.1
Securities
Subordinated to Senior Indebtedness.

    


         The
Company and each Holder of a Security, by his acceptance thereof, agree that
(a) the payment of the principal of, premium (if any) and interest on and
any Additional Amounts with respect to each and all the Securities and
(b) any other payment in respect of the Securities, including on account of
the acquisition or redemption of Securities by the Company, is subordinated, to
the extent and in the manner provided in such Security or in the supplemental
indenture pursuant to which such Security is issued, to the prior payment in
full of all Senior Indebtedness specified in such Security or in such
supplemental indenture.

    


         Such
subordination provisions shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become holders of, or continue to hold, any of
such Senior Indebtedness, and such provisions are made for the benefit of the
holders of such Senior Indebtedness and any one or more of them may enforce such
provisions.

    


         Section 14.2
Right of Trustee to
Hold Senior Indebtedness.

    


         The
Trustee in its individual capacity shall be entitled to all of the rights set
forth in this Article 14 in
respect of any Senior Indebtedness at any time held by it to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such
holder.

    


         Section 14.3
Subordination Not to
Prevent Events of Default.

    


    
      
         

      

      
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         The
failure to make a payment on account of principal of, premium (if any) or
interest on the Securities by reason of any subordination provision for the
benefit of holders of Senior Indebtedness shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 5.1 or
in any way prevent the Holders of the Securities from exercising any right
hereunder other than the right to receive payment on the
Securities.

    


         Section 14.4
No Fiduciary Duty of
Trustee to Holders of Senior Indebtedness.

    


         The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness, and shall not be liable to any such holders (other than for its
willful misconduct or negligence) if it shall in good faith mistakenly pay over
or distribute to the Holders of the Securities or the Company or any other
Person, cash, property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article 14 or
otherwise. Nothing in this Section 14.4
shall affect the obligation of any other such Person to hold such payment for
the benefit of, and to pay such payment over to, the holders of Senior
Indebtedness or their representative.

    


         Section 14.5
Article Applicable to
Paying Agent.

    


         In
case at any time any Payment 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 14 shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Payment Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article 14 in
addition to or in place of the Trustee; provided, however, that this Section 14.5
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

    


    [signature
page follows]

     

    
      
         

      

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

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              NATIONAL
      PENN BANCSHARES, INC.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              [TRUSTEE]

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

     

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