Exhibit 4-2


Public Service Enterprise Group Incorporated


To


Wachovia Bank National Association, 

Trustee


Indenture


Dated as of ________ __, 2002


Providing for the Issuance


of


Subordinated Debt Securities


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED



    	 	 	  



    	 	 	 



    




Reconciliation and tie between
Trust Indenture Act of 1939 and Indenture, dated as of _____ __, 2002


	Trust Indenture	 
	Indenture Act Section	Section
	 	 	 
	ss.	310(a)(1)	607
	 	(a)(2)	607
	 	(b)	608
	ss.	312(c)	701
	ss.	314(a)	703
	 	(a)(4)	1005
	 	(c)(1)	102
	 	(c)(2)	102
	 	(e)	102
	ss.	315(b)	601
	ss.	316(a) (last sentence)	101
	 	(Outstanding)	 
	 	(a)(1)(A)	502, 512
	 	(a)(1)(B)	513
	 	(b)	508
	ss.	317(a)(1)	503
	 	(a)(2)	504
	ss.	318(a)	111
	 	(c)	111






 



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





    	 	 	  



    	 	 	 



    

TABLE OF CONTENTS


	 	 	Page
	ARTICLE ONE
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	SECTION 101.	Definitions	 
	SECTION 102.	Compliance Certificates and Opinions	 
	SECTION 103.	Form of Documents Delivered to Trustee	 
	SECTION 104.	Acts of Holders	 
	SECTION 105.	Notices, Etc., to Trustee and Company	 
	SECTION 106.	Notice to Holders; Waiver	 
	SECTION 107.	Effect of Headings and Table of Contents	 
	SECTION 108.	Successors and Assigns	 
	SECTION 109.	Separability Clause	 
	SECTION 110.	Benefits of Indenture	 
	SECTION 111.	Governing Law	 
	SECTION 112.	Legal Holidays	 
	ARTICLE TWO
	SECURITIES FORMS
	SECTION 201.	Forms of Securities	 
	SECTION 202.	Form of Trustee's Certificate of Authentication	 
	SECTION 203.	Securities Issuable in Global Form	 
	ARTICLE THREE
	THE SECURITIES
	SECTION 301.	Amount Unlimited; Issuable in Series	 
	SECTION 302.	Denominations	 
	SECTION 303.	Execution, Authentication, Delivery and Dating	 
	SECTION 304.	Temporary Securities	 
	SECTION 305.	Registration, Registration of Transfer and Exchange	 
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	 
	SECTION 307.	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	 
	SECTION 308.	Optional Extension of Maturity	 
	SECTION 309.	Persons Deemed Owners	 
	SECTION 310.	Cancellation	 
	SECTION 311.	Computation of Interest	 
	SECTION 312.	Currency and Manner of Payments in Respect of Securities	 
	SECTION 313.	Appointment and Resignation of Successor Exchange Rate Agent	 
	SECTION 314.	CUSIP Numbers	 
	ARTICLE FOUR
	SATISFACTION AND DISCHARGE
	SECTION 401.	Satisfaction and Discharge of Indenture	 
	SECTION 402.	Application of Trust Funds	 
	ARTICLE FIVE
	REMEDIES
	SECTION 501.	Events of Default	 
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	 
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	 
	SECTION 504.	Trustee May File Proofs of Claim	 
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	 
	SECTION 506.	Application of Money Collected	 
	SECTION 507.	Limitation on Suits	 
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	 
	SECTION 509.	Restoration of Rights and Remedies	 
	SECTION 510.	Rights and Remedies Cumulative	 
	SECTION 511.	Delay or Omission Not Waiver	 
	SECTION 512.	Control by Holders of Securities	 
	SECTION 513.	Waiver of Past Defaults	 
	SECTION 514.	Waiver of Stay or Extension Laws	 
	ARTICLE SIX
	THE TRUSTEE
	SECTION 601.	Notice of Defaults	 
	SECTION 602.	Certain Rights of Trustee	 
	SECTION 603.	Not Responsible for Recitals or Issuance of Securities	 
	SECTION 604.	May Hold Securities	 
	SECTION 605.	Money Held in Trust	 
	SECTION 606.	Compensation and Reimbursement	 
	SECTION 607.	Corporate Trustee Required; Eligibility	 
	SECTION 608.	Resignation and Removal; Appointment of Successor	 
	SECTION 609.	Acceptance of Appointment by Successor	 
	SECTION 610.	Merger, Conversion, Consolidation or Succession to Business	 
	SECTION 611.	Appointment of Authenticating Agent	 
	




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	ARTICLE SEVEN
	HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
	SECTION 701.	Disclosure of Names and Addresses of Holders	 
	SECTION 702.	Reports by Trustee	 
	SECTION 703.	Reports by Company. The Company will:	 
	SECTION 704.	Calculation of Original Issue Discount	 
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	 
	SECTION 802.	Successor Person Substituted	 
	ARTICLE NINE
	SUPPLEMENTAL INDENTURES
	SECTION 901.	Supplemental Indentures Without Consent of Holders	 
	SECTION 902.	Supplemental Indentures With Consent of Holders	 
	SECTION 903.	Execution of Supplemental Indentures	 
	SECTION 904.	Effect of Supplemental Indentures	 
	SECTION 905.	Conformity with Trust Indenture Act	 
	SECTION 906.	Reference in Securities to Supplemental Indentures	 
	SECTION 907.	Effect on Senior Indebtedness	 
	ARTICLE TEN
	COVENANTS
	SECTION 1001.	Payment of Principal, Premium, if any, and Interest	 
	SECTION 1002.	Maintenance of Office or Agency	 
	SECTION 1003.	Money for Securities Payments to Be Held in Trust	 
	SECTION 1004.	Additional Amounts	 
	SECTION 1005.	Statement as to Compliance	 
	SECTION 1006.	Waiver of Certain Covenants	 
	ARTICLE ELEVEN
	REDEMPTION OF SECURITIES
	SECTION 1101.	Applicability of Article	 
	SECTION 1102.	Election to Redeem; Notice to Trustee	 
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	 
	SECTION 1104.	Notice of Redemption	 
	




    	 	 iii	  



    	 	 	 



    


	SECTION 1105.	Deposit of Redemption Price	 
	SECTION 1106.	Securities Payable on Redemption Date	 
	SECTION 1107.	Securities Redeemed in Part	 
	ARTICLE TWELVE
	SINKING FUNDS
	SECTION 1201.	Applicability of Article	 
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	 
	SECTION 1203.	Redemption of Securities for Sinking Fund	 
	ARTICLE THIRTEEN
	REPAYMENT AT THE OPTION OF HOLDERS
	SECTION 1301.	Applicability of Article	 
	SECTION 1302.	Repayment of Securities	 
	SECTION 1303.	Exercise of Option	 
	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable	 
	SECTION 1305.	Securities Repaid in Part	 
	ARTICLE FOURTEEN
	DEFEASANCE AND COVENANT DEFEASANCE
	SECTION 1401.	Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance	 
	SECTION 1402.	Defeasance and Discharge	 
	SECTION 1403.	Covenant Defeasance	 
	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance	 
	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 
	ARTICLE FIFTEEN
	MEETINGS OF HOLDERS OF SECURITIES
	SECTION 1501.	Purposes for Which Meetings May Be Called	 
	SECTION 1502.	Call, Notice and Place of Meetings	 
	SECTION 1503.	Persons Entitled to Vote at Meetings	 
	SECTION 1504.	Quorum; Action	 
	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	 
	SECTION 1506.	Counting Votes and Recording Action of Meetings	 
	




    	 	 iv	  



    	 	 	 



    


	ARTICLE SIXTEEN
	SUBORDINATION OF SECURITIES
	SECTION 1601.	Agreement to Subordinate	 
	SECTION 1602.	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	 
	SECTION 1603.	No Payment on Securities in Event of Default on Senior Indebtedness	 
	SECTION 1604.	Payments on Securities Permitted	 
	SECTION 1605.	Authorization of Holders to Trustee to Effect Subordination	 
	SECTION 1606.	Notices to Trustee	 
	SECTION 1607.	Trustee as Holder of Senior Indebtedness	 
	SECTION 1608.	Modifications of Terms of Senior Indebtedness	 
	SECTION 1609.	Reliance on Judicial Order or Certificate of Liquidating Agent Upon any payment or distribution of assets of the Company referred to in this Article Sixteen	 





    	 	 v	  



    	 	 	 



    


INDENTURE, dated as of ___________, 2002, between PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a New Jersey corporation
(hereinafter called the Company), having its principal office at 80 Park Plaza, Newark, NJ 07102, and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Trustee
(hereinafter called the Trustee), having a Corporate Trust Office at 21 South Street, Morristown, NJ 07960.


RECITALS OF THE COMPANY


The Company deems it necessary to issue from time to time for its lawful purposes subordinated debt securities (hereinafter
called the Securities) evidencing its unsecured and subordinated indebtedness, which may or may not be convertible into or
exchangeable for any securities of any Person (including the Company), and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to bear
such rates of interest, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided.


This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part
of this Indenture and shall, to the extent applicable, 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, THIS INDENTURE WITNESSETH:


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


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context
----------- otherwise requires:


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


(2) all other terms
used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein, and the terms cash transaction and self-liquidating paper, as used in TIA Section 311, shall have the meanings
assigned to them in the rules of the Commission adopted under the Trust Indenture Act;


(3) all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and


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


Certain terms, used principally in Article Three, Article Five and Article Six, are defined in those Articles.


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


Additional Amounts means any additional amounts which are required by a Security or by or pursuant to a Board Resolution,
under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and
which are owing to such Holders.


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


Authenticating Agent means any authenticating agent appointed by the Trustee pursuant to Section 611.


Authorized Newspaper means a newspaper, in the English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation



    	 	 	  



    	 	 	 



    

in each place in connection
with which the term is used or in the financial community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.


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


Board of Directors means the board of directors of the Company, the executive committee or any committee of that board
duly authorized to act hereunder.


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


Business Day, when used with respect to any Place of Payment or any other particular location referred to in this Indenture
or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or particular
location are authorized or obligated by law or executive order to close.


CEDEL means Cedel Bank or its successor.


Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, or, if at any time after execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.


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


Company Request and Company Order mean, respectively, a written request or order signed in the name of the Company by the
Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


Conversion Date has the meaning specified in Section 312(d).


Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued
such currency and for the settlement of transactions by a central bank or other public institutions of or within the international
banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for
the purposes for which it was established.


Corporate Trust Office means the office of the Trustee at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at 21 South Street, Morristown, NJ 07960.


Corporation includes corporations, limited liability companies, associations, companies and business trusts.


Coupon means any interest coupon appertaining to a Bearer Security.


Currency means any currency or currencies, composite currency or currency unit or currency units, including, without limitation,
the ECU, issued by the government of one or more countries or by any reorganized confederation or association of such governments.


Default means any event which is, or after notice or passage of time or both would be, an Event of Default.


Defaulted Interest has the meaning specified in Section 307.


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


ECU means the European Currency Unit as defined and revised from time to time by the Council of the European Communities.


Election Date has the meaning specified in Section 312(h).



    	 	 	  



    	 	 	 



    

Euroclear means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor as operator of the Euroclear
System.


European Communities means the European Union, the European Coal and Steel Community and the European Atomic Energy Community.


European Monetary System means the European Monetary System established by the Resolution of December 5, 1978 of the Council
of the European Communities.


Event of Default has the meaning specified in Article Five.


Exchange Rate Agent, with respect to Securities of or within any series, means, unless otherwise specified with respect
to any Securities pursuant to Section 301, a New York Clearing House bank designated pursuant to Section 301 or Section 313.


Exchange Rate Officer's Certificate means a certificate setting forth (i) the applicable Market Exchange Rate or the applicable
bid quotation and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on
an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance
with Section 302 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis
of such Market Exchange Rate or the applicable bid quotation signed by the Treasurer, any Vice President or any Assistant
Treasurer of the Company.


Foreign Currency means any Currency, including, without limitation, the ECU issued by the government of one or more countries
other than the United States of America or by any recognized confederation or association of such governments.


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


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


Indenture means this instrument as originally executed or as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301; provided, however, that, if at any time more
than one Person is acting as Trustee under this instrument, Indenture shall mean, with respect to any one or more series of
Securities for which 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 the or those particular series of Securities for which such Person is Trustee established as contemplated
by Section 301, exclusive, however, of any provisions or terms which relate solely to 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.


Indexed Security means a Security as to which all or certain interest payments and/or the principal amount payable at Maturity
are determined by reference to prices, changes in prices, or differences between prices, of securities, Currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or other measures as are specified in Section 301
hereof.


Interest, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity,
shall mean interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional
Amounts pursuant to Section 1004, includes such Additional Amounts.


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


Market Exchange Rate means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for
any



    	 	 	  



    	 	 	 



    

conversion involving
a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the
relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency
for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii)
for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant
market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being
made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York
City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange
Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability
of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in
its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City, London or other principal market for such currency
or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified
by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit
in order to make payments in respect of such securities.


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,
notice of redemption, notice of option to elect repayment, notice of exchange or conversion or otherwise.


Officers' Certificate means a certificate signed by the Chairman, the President or any Vice President or by the Treasurer,
an Assistant Treasurer, the Controller or an Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.


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


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


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


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


(ii) Securities, or
portions thereof, for whose payment or redemption or repayment at the option of the Holder 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 and any coupons appertaining
thereto, 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;


(iii) Securities, except
to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Fourteen; and


(iv) Securities which
have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting
of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall
be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have
been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted
in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer's
Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security or Indexed
Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above
or (iii) below, respectively) of such Security, (iii) the



    	 	 	  



    	 	 	 



    

principal amount of any
Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor.


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


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


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


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


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


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


Registered Security shall mean any Security which is registered in the Security Register.


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


Repayment Date means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for
such repayment by or pursuant to this Indenture.


Repayment Price means, when used with respect to any Security to be repaid at the option of the Holder, the price at which
it is to be repaid by or pursuant to this Indenture.


Responsible Officer, when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.


Security or Securities has the meaning stated in the first recital of this Indenture and, more particularly, means any
Security or Securities authenticated and delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture, Securities with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person
is not Trustee.


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


Senior Indebtedness means the principal of and premium, if any, and unpaid interest on (i) indebtedness of the Company
(including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created,
incurred, assumed or guaranteed, for money borrowed (other than Securities issued hereunder, the 7.44% Deferrable Interest
Subordinated Debentures, Series A of the Company, the Floating Rate Deferrable Interest Subordinated Debentures, Series B
of the Company and the 7.25% Deferrable Interest Subordinated Debentures, Series C of the Company), unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not
senior or prior in right of payment to the Securities, and (ii) renewals, extensions, modifications and refundings of any
such indebtedness. The Securities are senior and prior in right of payment to the 7.44% Deferrable Interest Subordinated Debentures,
Series A of the Company, the Floating Rate Deferrable



    	 	 	  



    	 	 	 



    

Interest Subordinated
Debentures, Series B of the Company and the 7.25% Deferrable Interest Subordinated Debentures, Series C of the Company and any
guarantees issued in connection therewith and will be senior and prior in right of payment to any debt securities or guarantees
which may be issued in connection with issuances of trust preferred securities by Enterprise Capital Trust I, Enterprise Capital
Trust II, Enterprise Capital Trust III or Enterprise Funding Trust I.


Special Record Date for the payment of any Defaulted Interest on the Registered Securities of or within any series means
a date fixed by the Trustee pursuant to Section 307.


Stated Maturity, when used with respect to any Security or any installment of principal thereof or interest thereon, means
the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal
of such Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to
the provisions of Section 308.


Subsidiary means any Corporation a majority of the outstanding voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, voting stock means
stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency.


Trust Indenture Act or TIA means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was
executed, except as provided in Section 905.


Trustee means the Person named as the Trustee in the first paragraph of this Indenture 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; provided, however, that if at any time there is more than one such Person, Trustee
as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series.


United States means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States
of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to
its jurisdiction.


United States Person means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual
who is a citizen or resident of the United States, a corporation, limited liability company, partnership or other entity created
or organized in or under the laws of the United States or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.


Valuation Date has the meaning specified in Section 312(c).


Yield to Maturity means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the
most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted
United States bond yield computation principles.


SECTION 102. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular application or request, no additional certificate
or opinion need be furnished.


Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other
than pursuant to Section 1005) shall include:


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


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


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


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



    	 	 	  



    	 	 	 



    

SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion as to some matters and one or more other such Persons as to other matters, and any such Person
may certify or give an opinion as to such matters in one or several documents.


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


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


SECTION 104. Acts of Holders.


(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders 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
agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting
in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such
series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and
any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the Act of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1506.


(b) The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the
same, may be proved in any manner that the Trustee deems reasonably sufficient.


(c) The ownership of Registered Securities shall be proved by the Security Register.


(d) The ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed,
as depository, by any trust company, bank, banker or other depository, wherever situated, if such certificate shall be deemed
by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depository,
or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of
the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4)
such Bearer Security is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner that
the Trustee deems sufficient.


(e) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent,
waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date
shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date
30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver
or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be deemed



    	 	 	  



    	 	 	 



    

effective unless it shall
become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.


(f) 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, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation
of such action is made upon such Security.


SECTION 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed
with:


(1) the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration Division, or


(2) the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the
first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.


SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given
as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such notice.


If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with
the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.


Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section
301, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently
given if published in an Authorized Newspaper in The City of New York and in such other city or cities as may be specified
in such Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. Any such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.


If by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any
other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification
to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other
Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein.


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


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.


SECTION 107. 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 108. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors
and assigns, whether so expressed or not.



    	 	 	  



    	 	 	 



    

SECTION 109. Separability Clause. In case any provision in this Indenture or in any Security or coupon 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 110. Benefits of Indenture. Nothing in this Indenture or in the Securities or coupons, express or implied, shall
give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and
their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.


SECTION 111. Governing Law. This Indenture and the Securities and coupons shall be governed by and construed in accordance
with the law of the State of New Jersey without regard to principles of conflicts of laws. This Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.


SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or any Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment
Date or sinking fund payment date, or at the Stated Maturity or Maturity; provided that no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.


ARTICLE TWO


SECURITIES FORMS


SECTION 201. Forms of Securities. The Registered Securities, if any, of each series and the Bearer Securities, if any,
of each series and related coupons shall be in substantially the forms as shall be established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any
indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage.


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


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


SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:


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


WACHOVIA BANK, NATIONAL ASSOCIATION, 

as Trustee


By                                            


     Authorized Signatory


SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified
as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such
Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that
it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that
the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased
to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be



    	 	 	  



    	 	 	 



    

specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant
to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement,
delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel.


The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form
if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.


Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal
of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons
specified therein.


Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee
and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of
such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear
or CEDEL.


ARTICLE THREE


THE SECURITIES


SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment to Senior Indebtedness
as provided in Article Sixteen.


The Securities shall rank equally and pari passu and may be issued in one or more series. There shall be established in
one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except
for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time to time):


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


(2) any limit upon the
aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);


(3) the date or dates,
or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series
shall be payable;


(4) the rate or rates
at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined,
the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest
Payment Dates on which such interest will be payable and the Regular Record Date, if any, for the interest payable on any Registered
Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which such interest
shall be calculated if other than that of a 360-day year of twelve 30-day months;


(5) the place or places,
if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any)
and interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered
for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon
the Company in respect of the Securities of the series and this Indenture may be served;



    	 	 	  



    	 	 	 



    

(6) the period or periods
within which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms
and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have the option;


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


(8) if other than denominations
of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series
shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities
of the series shall be issuable;


(9) if other than the
Trustee, the identity of each Security Registrar and/or Paying Agent;


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


(11) if other than Dollars,
the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of
the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable
thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;


(12) whether the amount
of payments of principal of (or premium, if any) or interest, if any, on the 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 one or more Currencies,
commodities, equity indices or other indices), and the manner in which such amounts shall be determined;


(13) whether the principal
of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable,
the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are
denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance
with, in addition to or in lieu of any of the provisions of Section 312;


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


(15) any deletions from,
modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions
to any of the provisions of Section 1006) of the Company with respect to Securities of the series, whether or not such Events
of Default or covenants are consistent with the Events of Default or covenants set forth herein;


(16) whether Securities
of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions
applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be
exchanged for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations), whether any
Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to
be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent
global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in
Section 305, and, if Registered Securities of the series are to be issuable as a global Security, the identity of the depository
for such series;


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


(18) the Person to whom
any interest on any Registered Security of the series shall be payable, if other than the



    	 	 	  



    	 	 	 



    

Person in whose name
such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or
the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than
in the manner provided in Section 304;


(19) the applicability,
if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or
in lieu of any of the provisions of Article Fourteen;


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


(21) whether, under
what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 1004 on the Securities
of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect
of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts (and the terms of any such option);


(22) the designation
of the initial Exchange Rate Agent, if any;


(23) if the Securities
of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and
conditions upon which such Securities will be so convertible or exchangeable; and


(24) any other terms
of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements of the Trust Indenture
Act).


All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially
identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution (subject to Section 303) and set forth in such Officers' Certificate 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.


If any of the terms of the Securities of any series are established by action taken pursuant to one or more Board Resolutions,
a copy of an appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities
of such series.


SECTION 302. Denominations. The Securities of each series shall be issuable in such denominations as shall be specified
as contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in the absence of any such
provisions with respect to the Securities of any series, the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination) shall be issuable in denominations of $1,000 and any integral multiple
thereof, and the Bearer Securities of such series, other than Bearer Securities issued in global form (which may be of any
denomination), shall be issuable in a denomination of $5,000.


SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall
be executed on behalf of the Company by its Chairman, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers
on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.


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


At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities
of any series, together with any coupon appertaining thereto, 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 connection with its original issuance,
no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered
in connection with its original issuance only if the



    	 	 	  



    	 	 	 



    

Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture or such other certificate
as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable
for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be
represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent
global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not
to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms
of particular Securities of such series, such as interest rate, maturity date, date of issuance and date from which interest shall
accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected
in relying upon,


(i) an Opinion of Counsel
stating,


(a) that the form or
forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture;


(b) that the terms of
such Securities and any coupons have been established in conformity with the provisions of this Indenture; and


(c) that such Securities,
together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company
to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance
with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement
of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially
affect the rights of Holders of such Securities and any coupons; and


(ii) an Officers' Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of
Default with respect to any of the Securities shall have occurred and be continuing.


Notwithstanding the provisions of Section 301 and of this Section 303, if all the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver an Officers' Certificate otherwise required pursuant to Section 301
or the Company Order, Opinion of Counsel or Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications
to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series.


If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties, obligations or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding
the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency
if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Securities.


Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the
date specified as contemplated by Section 301.


No Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or Security to which such coupon appertains a certificate of authentication substantially in
the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 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 310 together with a written
statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.



    	 	 	  



    	 	 	 



    

SECTION 304. Temporary Securities.


(a) 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, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities
may be in global form.


Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or
as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such
series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of
any series (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security
only in compliance with the conditions set forth in Section 303. Until 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.


(b) Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of temporary
Securities issued in global form. If temporary Securities of any series are issued in global form, any such temporary global
Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository
(the Common Depository), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners
of such Securities (or to such other accounts as they may direct).


Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of,
any such temporary global Security (the Exchange Date), the Company shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or
after the Exchange Date, such temporary global Security shall be surrendered by the Common Depository to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor
as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for
any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof
is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depository, such temporary global Security is accompanied
by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the
form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303.


Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series
in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following
the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this
Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating
Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security,
any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form
to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States.


Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and
delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date
shall be payable to Euroclear and CEDEL



    	 	 	  



    	 	 	 



    

on such Interest Payment Date upon delivery
by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture
(or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days
prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture
(or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained,
the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs
of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments
of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security
will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior
to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.


SECTION 305. 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 of the Company in a Place of Payment a register for each series of Securities
(the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the Security Register) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security
Register shall be in written form or any other form capable of being converted into written form within a reasonable time.
The Trustee, at its Corporate Trust Office, is hereby initially appointed Security Registrar for the purpose of registering
Registered Securities and transfers of Registered Securities on such Security Register as herein provided. In the event that
the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable
times.


Upon surrender for registration of transfer of any Registered Security of any series at any office or agency of the Company
in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical terms
and provisions.


At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the
same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect
to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.


If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) set forth in the applicable
Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged
at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any
such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at
such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.


Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and



    	 	 	  



    	 	 	 



    

deliver, the Securities which the Holder making
the exchange is entitled to receive.


Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security
shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security
is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the
permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest
date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed
by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security
shall be surrendered by the Common Depository or such other depository as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series
are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall
be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United
States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business
at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as
the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may
be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance
with the provisions of this Indenture.


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


No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


The Company shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may
be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the
Securities to be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are issuable only
as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable
as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the
case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that
series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid.


SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated
coupon appertaining to it is surrendered to the Trustee or the Company, together with, in proper cases, such security or indemnity
as may be required by the Company or the Trustee to save each of them or any agent of either of them harmless, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security.


If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss
or theft of any Security or coupon, 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 or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and principal amount, containing identical terms and provisions and bearing
a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise
provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified
as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon presentation and surrender of
the coupons appertaining thereto.


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


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


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


SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.


(a) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301,
interest, if any, on any Registered Security that 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 of the Company maintained for
such purpose pursuant to Section 1002; provided, however, that each installment of interest, if any, on any Registered Security
may at the Company's option be paid by (i) mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 309, to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee inside the United States.


Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest,
if any, may be made, in the case of a Bearer Security, by transfer to an account maintained by the payee with a bank located
outside the United States.


Unless otherwise provided as contemplated by Section 301, every permanent global Security will provide that interest, if
any, payable on any Interest Payment Date will be paid to each of Euroclear and CEDEL with respect to that portion of such
permanent global Security held for its account by the Common Depository, for the purpose of permitting each of Euroclear and
CEDEL to credit the interest, if any, received by it in respect of such permanent global Security to the accounts of the beneficial
owners thereof.


In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening
of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.


Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301,
any interest on any Registered Security of any series that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called Defaulted Interest) shall forthwith cease to be payable to the registered Holder
thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (1) or (2) below:


(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered



    	 	 	  



    	 	 	 



    

Securities of 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 Registered Security of such series and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount
of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) 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 on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon 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 mailed, first-class
postage prepaid, to each Holder of Registered Securities of such series at his address as it appears in the Security Register
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of 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). In case a Bearer Security of any series
is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this Indenture.


(2) The Company may make payment of any Defaulted Interest on the Registered 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.


(b) The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with
such modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset
by the Company on the date or dates specified on the face of such Security (each an Optional Reset Date). The Company may
exercise such option with respect to such Security by notifying the Trustee of such exercise at least 45 but not more than
60 days prior to an Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee
shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the Reset Notice)
indicating whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate
such interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable)
and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset
Date or if there is no such next Optional Reset Date, to the Stated Maturity of such Security (each such period a Subsequent
Interest Period), including the date or dates on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period.


Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option,
revoke the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided
for in the Reset Notice and establish a higher interest rate (or a spread or spread multiplier providing for a higher interest
rate, if applicable) for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in
Section 106, notice of such higher interest rate (or such spread or spread multiplier providing for a higher interest rate,
if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the
interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional
Reset Date, and with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have
validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such spread
or spread multiplier providing for a higher interest rate, if applicable).


The Holder of any such Security may have the option to elect repayment by the Company of the principal of such Security
on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset
Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least
25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.


Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon



    	 	 	  



    	 	 	 



    

registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.


SECTION 308. Optional Extension of Maturity. The provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such
Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period
or periods specified on the face of such Security (each an Extension Period) up to but not beyond the date (the Final Maturity)
set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 45 but not more than 60 days prior to the Stated Maturity of such Security in effect prior
to the exercise of such option (the Original Stated Maturity). If the Company exercises such option, the Trustee shall transmit,
in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice (the Extension Notice) indicating (i) the election of the Company to extend the Stated Maturity, (ii) the
new Stated Maturity, (iii) the interest rate (or spread, spread multiplier or other formula to calculate such interest rate,
if applicable), if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension
Period. Upon the Trustee's transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically
and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms
as prior to the transmittal of such Extension Notice.


Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company
may, at its option, revoke the interest rate (or spread, spread multiplier or other formula used to calculate such interest
rate, if applicable) provided for in the Extension Notice and establish a higher interest rate (or spread, spread multiplier
or other formula used to calculate such higher interest rate, if applicable) for the Extension Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or spread, spread multiplier
or other formula used to calculate such interest rate, if applicable) to the Holder of such Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate.


If the Company extends the Stated Maturity of any Security, the Holder will have the option to elect repayment of such
Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued
to such date. In order to obtain repayment on the Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except
that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the
Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day
before the Original Stated Maturity.


SECTION 309. Persons Deemed Owners. Prior to due presentment of a Registered 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 Registered Security
is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on such Registered Security and for all other purposes whatsoever, whether
or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and
any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.


None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global
form 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, 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 depository, as a Holder, with respect to such global Security or impair, as between such depository and owners
of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights
of such depository (or its nominee) as Holder of such global Security.


SECTION 310. Cancellation. All Securities and coupons surrendered for payment, redemption, repayment at the option of the
Holder, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities



    	 	 	  



    	 	 	 



    

previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. If the Company shall
so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. 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. Canceled Securities and coupons held by the Trustee shall be destroyed by the Trustee and the Trustee shall
deliver a certificate of such destruction to the Company, unless by a Company Order the Company directs their return to it.


SECTION 311. Computation of Interest. Except as otherwise specified as contemplated by Section 301 with respect to Securities
of any series, interest, if any, on the Securities of each series shall be computed on the basis of a 360-day year consisting
of twelve 30-day months.


SECTION 312. Currency and Manner of Payments in Respect of Securities.


(a) Unless otherwise specified with respect to any Securities pursuant to Section 301, with respect to Registered Securities
of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph
(d) below, payment of the principal of (and premium, if any) and interest, if any, on any Registered or Bearer Security of
such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable.
The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to Section 301.


(b) It may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have
the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest,
if any, on such Registered Securities in any of the Currencies which may be designated for such election by delivering to
the Trustee for such series of Registered Securities a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the Election Date immediately preceding the applicable
payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for
such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee
for such series of Registered Securities (but any such change must be made not later than the close of business on the Election
Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such
change of election may be made with respect to payments to be made on any Registered Security of such series with respect
to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article Four
or Fourteen or with respect to which a notice of redemption has been given by the Company or a notice of option to elect repayment
has been sent by such Holder or such transferee). Any Holder of any such Registered Security who shall not have delivered
any such election to the Trustee of such series of Registered Securities not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 312(a).
The Trustee for each such series of Registered Securities shall notify the Exchange Rate Agent as soon as practicable after
the Election Date of the aggregate principal amount of Registered Securities for which Holders have made such written election.


(c) Unless otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided
for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business
Day after the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver
to the Company a written notice specifying the Currency in which Registered Securities of such series are payable, the respective
aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such
payment date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders
of Registered Securities denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph
(b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least
one Holder has made such election, then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding
such payment date the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer's
Certificate in respect of the Dollar or Foreign Currency or Currencies payments to be made on such payment date. Unless otherwise
specified pursuant to Section 301, the Dollar or Foreign Currency or Currencies amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company on
the basis of the applicable Market Exchange Rate in effect on the second Business Day (the Valuation Date) immediately preceding
each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error.


(d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable
other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment
of principal of (and premium, if any) and interest, if any on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used (the Conversion Date), the Dollar shall be
the currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar
amount to be paid by the Company to the Trustee of each such series of Securities and by such Trustee or any Paying Agent
to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than
a currency unit, the Dollar



    	 	 	  



    	 	 	 



    

Equivalent of the Foreign Currency or, in
the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent
in the manner provided in paragraph (f) or (g) below.


(e) Unless otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect
to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence
of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the
absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 312.


(f) The Dollar Equivalent of the Foreign Currency shall be determined by the Exchange Rate Agent and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on
the Conversion Date.


(g) The Dollar Equivalent of the Currency Unit shall be determined by the Exchange Rate Agent and subject to the provisions
of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency
into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.


(h) For purposes of this Section 312, the following terms shall have the following meanings:


(i) A Component Currency shall mean any currency
which, on the Conversion Date, was a component currency of the relevant currency unit, including, but not limited to, the ECU.


(ii) A Specified Amount of a Component Currency
shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency
unit, including, but not limited to, the ECU, on the Conversion Date. If after the Conversion Date the official unit of any Component
Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency
equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency,
and such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after
the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement equal to the Dollar Equivalent of the Specified Amount of such former Component
Currency at the Market Exchange Rate immediately before such division, and such amounts shall thereafter be Specified Amounts
and such currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, including,
but not limited to, the ECU, a Conversion Event (other than any event referred to above in this definition of Specified Amount)
occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified
Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted
into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.


(iii) Election Date shall mean the Regular
Record Date for the applicable series of Registered Securities or at least 16 days prior to Maturity, as the case may be, or such
other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section 301 by which the written
election referred to in Section 312(b) may be made.


All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the
Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall
be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company, the Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable
in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee for the
appropriate series of Securities of any such decision or determination.


In the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency,
the Company will immediately give written notice thereof to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section 106 to the affected
Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with
respect to the ECU or any other currency unit in which Securities are denominated or payable, the Company will immediately
give written notice thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such
Trustee will promptly thereafter give notice in the manner provided in Section 106 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines
in good faith that any



    	 	 	  



    	 	 	 



    

subsequent change in any Component Currency
as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee
of the appropriate series of Securities and to the Exchange Rate Agent.


The Trustee of the appropriate series of Securities shall be fully justified and protected in relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine
the accuracy or validity of such information independent of the Company or the Exchange Rate Agent.


SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent.


(a) Unless otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision
of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least
one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations
at the time and in the manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange
and, if applicable, for the purpose of converting the issued Foreign Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to Section 312.


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


(c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the
office of the Exchange Rate Agent for any cause, with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect
to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed
with respect to the Securities of one or more or all of such series and that, unless otherwise specified pursuant to Section
301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that
are originally issued by the Company on the same date and that are initially denominated and/or payable in the same Currency).


SECTION 314. CUSIP Numbers. The Company in issuing the Securities may use CUSIP numbers (if then generally in use), and,
if so, the Trustee shall indicate the CUSIP numbers of the Securities in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.


ARTICLE FOUR


SATISFACTION AND DISCHARGE


SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration
of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1004), and the Trustee, upon receipt of a Company Order, and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series
when


(1) either:


(A) all Securities of such series theretofore
authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been
waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing
after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv) Securities and coupons
of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee
for cancellation; or


(B) all Securities of such series and, in
the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation:



    	 	 	  



    	 	 	 



    

(i) have become due and payable, or


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


(iii) if redeemable at the option of the
Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount
in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on
such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest, if any, 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; and


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


Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any
predecessor Trustee under Section 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.


SECTION 402. Application of Trust Funds. Subject to the provisions of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons 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 premium,
if any) and interest, if any, for whose payment such money has been deposited with or received by the Trustee, but such money
need not be segregated from other funds except to the extent required by law.


ARTICLE FIVE


REMEDIES


SECTION 501. Events of Default. Event of Default, wherever used herein with respect to any particular series of Securities,
means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be occasioned
by the provisions of Article Sixteen 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):


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


(2) default in the payment of the principal
of (or premium, if any, on) any Security of that series when it becomes due and payable at its Maturity; or


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


(4) default in the performance, or breach,
of any covenant or agreement of the Company in this Indenture with respect to any Security of that series (other than a covenant
or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance
of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company
by the Trustee 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 Company pursuant to or within the
meaning of any Bankruptcy Law:


(A) commences a voluntary case,



    	 	 	  



    	 	 	 



    

(B) consents to the entry of an order for
relief against it in an involuntary case,


(C) consents to the appointment of a Custodian
of it or for all or substantially all of its property, or


(D) makes a general assignment for the benefit
of its creditors; or


(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


(A) is for relief against the Company in
an involuntary case,


(B) appoints a Custodian of the Company or
for all or substantially all of its property, or


(C) orders the liquidation of the Company,


and the order or decree remains unstayed and in effect for 90 days; or


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


The term Bankruptcy Law means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term
Custodian means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and in 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 (or, if any Securities
are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 provided in this Article,
the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company
and 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 in the Currency in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except,
if applicable, as provided in Sections 312(b), 312(d) and 312(e)):


(A) all overdue installments of interest,
if any, on all Outstanding Securities of that series and any related coupons,


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


(C) to the extent that payment of such interest
is lawful, interest upon overdue installments of interest at the rate or rates borne by or provided for in such Securities, and


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


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


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


SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


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



    	 	 	  



    	 	 	 



    

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


then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of Securities of
such series and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium,
if any) and interest, if any, with interest upon any overdue principal (and premium, if any) and, to the extent that payment
of such interest shall be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates borne
by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.


If 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, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon Securities
of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property
of the Company or any other obligor upon such Securities of such series, wherever situated.


If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and any related coupons
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 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding 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 of the Securities of any series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue
principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


(i) to file and prove a claim for the whole
amount of principal (or in the case of Original Issue Discount Securities or Indexed Securities, such portion of the principal
as may be provided for in the terms thereof) (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order 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


(ii) to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Holder of Securities of such series and coupons 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor
Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 606.


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


SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons. All rights of action and claims under
this Indenture or any of the Securities or coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has
been recovered.


SECTION 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case
may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:



    	 	 	  



    	 	 	 



    

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 606;


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


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


SECTION 507. Limitation on Suits. No Holder of any Security of any series or any related coupon shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:


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


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


(3) such Holder or Holders have offered to
the Trustee 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;


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


SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision
in this Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Security
or payment of such coupon on the respective due dates expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders of Securities and coupons shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or coupon
to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders
of Securities or coupons, as the case may be.


SECTION 512. Control by Holders of Securities. The Holders of a majority in principal amount of the Outstanding Securities



    	 	 	  



    	 	 	 



    

of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided
that


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


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


(3) the Trustee need not take any action
which might involve it in personal liability or be unjustly prejudicial to the Holders of Securities of such series not consenting.


SECTION 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all the Securities of such series and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default


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


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


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


SECTION 514. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted.


ARTICLE SIX


THE TRUSTEE


SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities
of any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the
case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series,
or in the payment of any sinking or purchase fund installment with respect to the Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in
the interests of the Holders of the Securities and coupons of such series; and provided further that in the case of any Default
or breach of the character specified in Section 501(4) with respect to the Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence thereof.


SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA Section 315(a) through 315(d):


(1) 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 or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.


(2) Any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together
with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


(3) Whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein



    	 	 	  



    	 	 	 



    

specifically prescribed) may, in the absence
of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel or an Officers' Certificate.


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


(5) The Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities
of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered 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) The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon or other 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.


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


(8) The Trustee shall not be liable for any
action taken, suffered or omitted 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.


The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


SECTION 603. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities,
except the Trustee's certificate of authentication, and in any coupons shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder
and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate,
subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Company of Securities or the proceeds thereof.


SECTION 604. May Hold Securities. The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent.


SECTION 605. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.


SECTION 606. Compensation and Reimbursement. The Company agrees:


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


(2) Except as otherwise expressly provided
herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or bad faith.


(3) To indemnify each of the Trustee and
any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad
faith on its own part, arising out of or in connection with the



    	 	 	  



    	 	 	 



    

acceptance or administration of the trust
or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


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


When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(5) or (6) occurs,
the expenses and compensation for the services are intended to constitute expenses of administration under any Bankruptcy
Law.


SECTION 607. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or the requirements of Federal, State, Territorial
or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


SECTION 608. Resignation and Removal; Appointment of Successor.


(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section
609.


(b) 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.


(c) 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.


(d) If at any time:


(1) the Trustee shall fail to comply with
the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder of a Security 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 607 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has
been a bona fide Holder of a Security for at least six months, 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, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security 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.


(e) If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after
the giving of a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


(f) 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 or pursuant to 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). 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, 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
of Securities and accepted appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such series.


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


SECTION 609. Acceptance of Appointment by Successor.


(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 606.


(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and 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.


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


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


SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver
the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities or coupons, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee.


SECTION 611. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, 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 exchange, registration of transfer or partial



    	 	 	  



    	 	 	 



    

redemption thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of
the Trustee, a copy of which instrument shall be promptly furnished to the Company. 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 may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of the United States of America or of any State or
the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $1,500,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


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


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


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


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


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


WACHOVIA BANK, NATIONAL ASSOCIATION, 

as Trustee


By 

as Authenticating Agent


By 

Authorized Signatory


ARTICLE SEVEN


HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor
any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in accordance with TIA Section 312, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).



    	 	 	  



    	 	 	 



    

SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided
in TIA Section 313(c) a brief report dated as of such May 15 if required by TIA Section 313(a). A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing
of the Securities on any stock exchange.


SECTION 703. Reports by Company. The Company will:


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


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


(3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission.


SECTION 704. Calculation of Original Issue Discount. Upon request of the Trustee, the Company shall file with the Trustee
promptly at the end of each calendar year a written notice specifying the amount of original issue discount (including daily
rates and accrual periods), if any, accrued on Outstanding Securities as of the end of such year.


ARTICLE EIGHT


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with
or into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person,
unless:


(1) either the Company shall be the continuing
corporation, or the corporation (if other than the Company) formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance
of every covenant of this Indenture on the part of the Company to be performed or observed;


(2) immediately after giving effect to such
transaction, no Default or Event of Default shall have happened and be continuing; and


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


SECTION 802. Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties
and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by
such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor had been named as the Company herein; and in the event of any such conveyance or transfer,
the Company shall



    	 	 	  



    	 	 	 



    

be discharged from all obligations and covenants
under this Indenture and the Securities and coupons and may be dissolved and liquidated.


ARTICLE NINE


SUPPLEMENTAL INDENTURES


SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities or coupons,
the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


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


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


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


(4) to add to or change any of the provisions
of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions
on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange
for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations
or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely
affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or


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


(6) to secure the Securities pursuant to
the requirements of Section 801 or otherwise; or


(7) to establish the form or terms of Securities
of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to
Securities convertible into or exchangeable for any securities of any Person (including the Company); 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; or


(9) to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests
of the Holders of Securities of any series or any related coupons in any material respect; or


(10) to supplement any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders
of Securities of such series and any related coupons or any other series of Securities in any material respect.


SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority
in principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered



    	 	 	  



    	 	 	 



    

to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities and any related coupons 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 premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions of Section
309; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest)
thereon, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts
pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the portion of
the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the Currency
in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder,
on or after the Redemption Date or the Repayment Date, as the case may be), or adversely affect any right to convert or exchange
any Security as may be provided pursuant to Section 301 herein, 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 with respect to such series (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements
of Section 1504 for quorum or voting, or


(3) modify any of the provisions of this
Section, Section 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or


(4) modify any of the provisions of this
Indenture relating to the subordination of the Securities in a manner adverse to the Holders.


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


A supplemental indenture which changes or eliminates any covenant or other provision of this 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.


The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to
consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite
percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given
shall automatically and without further action by any Holder be canceled and of no further effect.


SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and 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 or immunities under this Indenture
or otherwise.


SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupon
appertaining thereto shall be bound thereby.


SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.



    	 	 	  



    	 	 	 



    

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


SECTION 907. Effect on Senior Indebtedness. No supplemental indenture shall adversely affect the rights of any holder of
Senior Indebtedness under Article Sixteen without the consent of such holder.


ARTICLE TEN


COVENANTS


SECTION 1001. Payment of Principal, Premium, if any, 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 premium, if any) and interest,
if any, on the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining
thereto and this Indenture. Any interest due on Bearer Securities on or before Maturity, other than Additional Amounts, if
any, payable as provided in Section 1004 in respect of principal of (or premium, if any, on) such a Security, shall be payable
only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option
of the Company, all payments of principal may be paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on Bearer Securities on or before Maturity shall be payable only upon
presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally
mature.


SECTION 1002. Maintenance of Office or Agency. If Securities of a series are issuable only as Registered Securities, the
Company shall 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, where Securities of that series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in
the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be
presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series
and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph
(and not otherwise), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities of that series and related coupons may be presented
and surrendered for payment; provided, however, that if the Securities of that series are listed on the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain
a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable 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 each 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, except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the
Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and
the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.


Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or
interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed
to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest,
if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The
City of New York, if (but only



    	 	 	  



    	 	 	 



    

if) payment in Dollars of the full amount of such
principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose
by the Company in accordance with this Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions.


The Company may 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 of 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 accordance with the requirements set forth above 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. Unless otherwise specified with respect to any Securities pursuant to Section 301 with respect
to a series of Securities, the Company hereby designates as Places of Payment for each series of Securities the office or
agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate
Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands.


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


SECTION 1003. Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying
Agent with respect to any series of any Securities and any related coupons, it will, on or before each due date of the principal
of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal (and premium, if any) and interest, if any, on Securities of such
series 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.


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


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


Except as otherwise provided in the Securities of any series, 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 premium, if any) or interest, if any, on any
Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company upon 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 of
such principal, premium or interest on any Security, without interest thereon, 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, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


SECTION 1004. Additional Amounts. If the Securities of a series provide for the payment of Additional Amounts, the Company
will pay to the Holder of a Security of such series or any coupon appertaining thereto Additional Amounts as may be specified
as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal
of (or premium, if any) or interest, if any, on any Security of any series or payment of any related coupon or the net proceeds
received on 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 by the terms of such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms 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.


Except as otherwise specified as contemplated by Section 301, 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 premium is made), and at least 10 days prior to each date of
payment of principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee 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, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any
related coupons who are not United States persons without withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the 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 of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such
Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate,
then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect
to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received
a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series
or related coupons without withholding or deductions until otherwise advised. 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
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 or in reliance on the Company's not furnishing such an Officers' Certificate.


SECTION 1005. Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting
officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1005, such compliance shall be determined without regard to any period of grace or requirement of
notice under this Indenture.


SECTION 1006. Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision
or condition, and as specified pursuant to Section 301(15) for Securities of any series, in any covenants of the Company added
to Article Ten pursuant to Section 301(14) or Section 301 (15) in connection with the Securities of a series, if before or
after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities, by
Act of such Holders, 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.


ARTICLE ELEVEN


REDEMPTION OF SECURITIES


SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall
be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article.


SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities
of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such restriction.


SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series issued on
the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.


The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to
be redeemed.


For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities



    	 	 	  



    	 	 	 



    

shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.


SECTION 1104. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 106, not less
than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such
series established pursuant to Section 301, to each Holder of Securities to be redeemed, but failure to give such notice in
the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in
the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such Security
or portion thereof.


Any notice that is mailed to the Holders of Registered Securities in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Holder receives the notice.


All notices of redemption shall state:


(1) the Redemption Date,


(2) the Redemption Price and accrued interest,
if any, to the Redemption Date payable as provided in Section 1106,


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


(4) in case any Security is to be redeemed
in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such
Security, the Holder will receive, without a 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 and accrued interest, if any, to the Redemption Date payable as provided in Section 1106 will become due and payable upon
each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall cease to accrue on
and after said date,


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


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


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


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


(10) The CUSIP number of such Security, if
any.


Notice of redemption of Securities to be redeemed shall be given by the Company or, at the Company's request, by the Trustee
in the name and at the expense of the Company.


SECTION 1105. 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, which it may not do in the case of a sinking
fund payment under Article Twelve, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay on the Redemption
Date the Redemption Price of, and (unless otherwise specified pursuant to Section 301) accrued interest on, all the Securities
or portions thereof which are to be redeemed on that date.


SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency
in which the Securities of



    	 	 	  



    	 	 	 



    

such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any) such Securities shall if the same were interest-bearing
cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together
with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that installments
of interest on Registered Securities whose Stated Maturity is prior to (or, if specified pursuant to Section 301, on) the Redemption
Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 307.


If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the
Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of
all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section
301, only upon presentation and surrender of those coupons.


If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the Redemption Price
shall, until paid, bear interest from the Redemption Date at the rate of interest set forth in such Security or, in the case
of Original Issue Discount Security, at the Yield to Maturity of such Security.


SECTION 1107. Securities Redeemed in Part. Any Registered Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities
of the same series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so surrendered. However, if less than all the Securities
of any series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least
45 days prior to the relevant redemption date.


ARTICLE TWELVE


SINKING FUNDS


SECTION 1201. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such series.


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


SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of a series, (1) deliver Outstanding Securities of such
series (other than any previously called for redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities of such 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, as provided for by the terms of such Securities; provided that such
Securities so delivered or applied as a credit have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the applicable Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.



    	 	 	  



    	 	 	 



    

SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date
for Securities of any series, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before 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 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 1106 and 1107.


ARTICLE THIRTEEN


REPAYMENT AT THE OPTION OF HOLDERS


SECTION 1301. Applicability of Article. Repayment of Securities of any series before their Stated Maturity at the option
of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified by the
terms of such series established pursuant to Section 301) in accordance with this Article.


SECTION 1302. Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option
of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at the Repayment Price thereof,
together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money
in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient
to pay the Repayment Price of, and (unless otherwise specified pursuant to Section 301) accrued interest on, all the Securities
or portions thereof, as the case may be, to be repaid on such date.


SECTION 1303. Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will
contain an Option to Elect Repayment form on the reverse of such Securities. To be repaid at the option of the Holder, any
Security so providing for such repayment, with the Option to Elect Repayment form on the reverse of such Security duly completed
by the Holder (or by the Holder's attorney duly authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to
time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If
less than the entire Repayment Price of such Security is to be repaid in accordance with the terms of such Security, the portion
of the Repayment Price of such Security to be repaid, in increments of the minimum denomination for Securities of such series,
and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of such Security
surrendered that is not to be repaid, must be specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less
than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except
as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the Company.


SECTION 1304. When Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for
repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by
or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment
Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities
so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in
accordance with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date,
the Repayment Price of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any,
to the Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified pursuant to Section 301, only upon presentation and surrender of such coupons; and provided further
that installments of interest on Registered Securities, whose Stated Maturity is prior to (or, if specified pursuant to Section
301, on) the Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as



    	 	 	  



    	 	 	 



    

such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.


If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the
Repayment Date, such Security may be paid after deducting from the amount payable therefor as provided in Section 1302 an
amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived
by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying
Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence,
such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.


If any Security surrendered for repayment shall not be so repaid upon surrender thereof, the Repayment Price shall, until
paid, bear interest from the Repayment Date at the rate of interest set forth in such Security or, in the case of an Original
Issue Discount Security, at the Yield to Maturity of such Security.


SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part only,
the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge
and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.


ARTICLE FOURTEEN


DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1401. Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance. If pursuant to Section
301 provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections,
as the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified
pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the conditions set forth below in this Article.


SECTION 1402. Defeasance and Discharge. Upon the Company's exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations
with respect to such Outstanding Securities and any coupons appertaining thereto on the date the conditions set forth in Section
1404 are satisfied (hereinafter, defeasance). For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto,
which shall thereafter be deemed to be Outstanding only for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund described in Section 1404
and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any coupons appertaining thereto when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1004, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article. Subject to compliance with this Article Fourteen, the Company may exercise its option under
this Section notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities and any coupons
appertaining thereto. Money and securities held in trust pursuant to this Section 1402 shall not be subject to Article Sixteen.


SECTION 1403. Covenant Defeasance. Upon the Company's exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from any obligations under any covenant specified pursuant
to Section 301, with respect to such Outstanding Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, covenant defeasance), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not Outstanding for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in connection with such covenant, but shall continue to
be deemed Outstanding for all



    	 	 	  



    	 	 	 



    

other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining thereto, the Company
may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section
or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such
other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under Section 501(4) or 501(7) or otherwise,
as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons appertaining
thereto shall be unaffected thereby.


SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of
Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:


(a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen 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 benefit of the Holders of such Securities and any coupons appertaining thereto, (1) an amount (in such Currency
in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), or (2) Government
Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency in which
such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) 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 of principal of (and premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof in an amount, 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 other qualifying trustee) to pay and discharge, (i) the principal
of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining
thereto.


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


(c) No Default or Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred
and be continuing on the date of such deposit or, insofar as Sections 501(5) and 501(6) are concerned, at any time during
the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).


(d) In the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and
any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred.


(e) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income,
gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance
had not occurred.


(f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may
be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection
(a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.


(g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 301.


SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.



    	 	 	  



    	 	 	 



    

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property
as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 1405, the Trustee) pursuant to Section 1404 in respect of any Outstanding
Securities of any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and any coupons appertaining thereto 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 Holders
of such Securities and any coupons appertaining thereto of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required
by law.


Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section
1404(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect
pursuant to Section 312(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in
Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(a) has been
made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any,
on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in
the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which
such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event,
for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.


The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 1404 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 such Outstanding Securities and any
coupons appertaining thereto.


Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as
provided in Section 1404 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 a defeasance or covenant defeasance, as applicable, in accordance with this Article.


ARTICLE FIFTEEN


MEETINGS OF HOLDERS OF SECURITIES


SECTION 1501. Purposes for Which Meetings May Be Called. If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be made, given or taken by Holders of Securities of such series.


SECTION 1502. Call, Notice and Place of Meetings.


(a) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section
1501, to be held at such time and at such place in the Borough of Manhattan, The City of New York or in London as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section
106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.


(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount
of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York or in London for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subsection (a) of this Section.


SECTION 1503. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by
an instrument



    	 	 	  



    	 	 	 



    

in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities
of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given
by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such
notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.


Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall constitute a quorum.


Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action
which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.


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


Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of
Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action
that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount
of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series:


(i) there shall be no minimum quorum requirement
for such meeting; and


(ii) the principal amount of the Outstanding
Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver
or other action has been made, given or taken under this Indenture.


SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.


(a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified
in Section 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified
in Section 104 or other proof.


(b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as provided in Section 1502(b), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority
in principal



    	 	 	  



    	 	 	 



    

amount of the Outstanding Securities of such series
represented at the meeting.


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


(d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.


SECTION 1506. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders
of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors
of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least
in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary
of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall
be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


ARTICLE SIXTEEN


SUBORDINATION OF SECURITIES


SECTION 1601. Agreement to Subordinate. The Company, for itself, its successors and assigns, covenants and agrees, and
each Holder of Securities by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and
premium, if any) and interest, if any, on each and all of the Securities is hereby expressly subordinated, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.


SECTION 1602. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Upon any distribution
of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling
of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make
other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof
with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


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


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


(c) in the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, such payment
or distribution shall be paid over, upon written notice to the Trustee, to the holder of such Senior Indebtedness or their representative
or representatives or to



    	 	 	  



    	 	 	 



    

the trustee or trustees under any indenture
under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application
to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


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


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


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


SECTION 1603. No Payment on Securities in Event of Default on Senior Indebtedness. No payment by the Company on account
of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made unless full payment
of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or duly
provided for in money or money's worth.


SECTION 1604. Payments on Securities Permitted. Nothing contained in this Indenture or in any of the Securities shall (a)
affect the obligation of the Company to make, or prevent the Company from making, at any time except as provided in Sections
1602 and 1603, payments of principal of (or premium, if any) or interest, if any, on the Securities or (b) prevent the application
by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of (or premium,
if any) or interest, if any, on the Securities, unless the Trustee shall have received at its Corporate Trust Office written
notice of any event prohibiting the making of such payment more than two Business Days prior to the date fixed for such payment.


SECTION 1605. Authorization of Holders to Trustee to Effect Subordination. Each Holder of Securities by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate
the subordination as provided in this Article Sixteen and appoints the Trustee his attorney-in-fact for any and all such purposes.


SECTION 1606. Notices to Trustee. Notwithstanding the provisions of this Article or any other provisions of this Indenture,
neither the Trustee nor any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any event which would prohibit the making of any payment of moneys to or by the Trustee or such
Paying Agent, unless and until the Trustee or such Paying Agent shall have received (in the case of the Trustee, at its Corporate
Trust Office) written notice thereof from the Company or from the holder of any Senior Indebtedness or from the trustee for
any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority
of such trustee; provided, however, that if at least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation, the payment of either the principal (or premium,
if any) or interest, if any, on any Security) the Trustee shall not have received with respect to such moneys the notice provided
for in this Section 1606, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it within two Business



    	 	 	  



    	 	 	 



    

Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a
trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant
to this Article Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such Person under this Article Sixteen and, if such evidence
is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


SECTION 1607. Trustee as Holder of Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article Sixteen 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 Section 613 or elsewhere in this Indenture shall be construed to
deprive the Trustee of any of its rights as such holder.


Nothing in this Article Sixteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 606.


SECTION 1608. Modifications of Terms of Senior Indebtedness. Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or
evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without
notice to or assent from the Holders of the Securities or the Trustee.


No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other
action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions
of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether
or not such release is in accordance with the provisions of any applicable document, shall in any way alter or affect any
of the provisions of this Article Sixteen or of the Securities relating to the subordination thereof.


SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating Agent Upon any payment or distribution of assets
of the Company referred to in this Article Sixteen. The Trustee and the Holders of the Securities shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Sixteen.


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


IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above written.


PUBLIC SERVICE ENTERPRISE GROUP 

INCORPORATED


By                                                               


[SEAL]


Vice President and Treasurer


Attest:


[Assistant Secretary]


WACHOVIA BANK, NATIONAL ASSOCIATION,

 as Trustee


By                                                               

[SEAL]


Vice President



    	 	 	  



    	 	 	 



    

Attest:


[Assistant Secretary]


	STATE OF NEW JERSEY	)
	 	) ss: 
	COUNTY OF ESSEX 	)



 


On the __________________ day of _____, 2002, before me personally came to me known, who, being by me duly sworn, did depose
and say that he resides at ___________, New Jersey _____; that he is Vice President and Treasurer of Public Service Enterprise
Group Incorporated, one of the corporations described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name thereto by like authority.


[Notarial Seal]


Notary Public 

COMMISSION EXPIRES


	STATE OF NEW JERSEY	)
	 	) ss: 
	COUNTY OF ESSEX 	)





On the __________________ day of _______,
2002, before me personally came __________________, to me known, who, being by me duly sworn, did depose and say that he resides
at _______________; that he is a ______________ of Wachovia Bank, National Association, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.


[Notarial Seal]


Notary Public 

COMMISSION EXPIRES



    	 	 	  



    	 	 	 



    

EXHIBIT A


FORMS OF CERTIFICATION


EXHIBIT A-1


FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED 

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST 

PAYABLE PRIOR TO THE
EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description of Securities to be delivered]


This is to certify that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you
for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to United States federal income taxation regardless
of its source (United States person(s)), (ii) are owned by United States person(s) that are (a) foreign branches of United
States financial institutions (financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as financial institutions) purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through
such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may advise Public Service Enterprise Group Incorporated
or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person
or to a person within the United States or its possessions.


As used herein, United States means the United States of America (including the States and the District of Columbia); and
its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


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


This certificate excepts and does not relate to [U.S.$]______ of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange for an interest in a Permanent Global Security
or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.


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


Dated:            ,
20


[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


[Name of Person Making Certification]


(Authorized Signatory) 

Name:  

Title:



    	 	A-1	  



    	 	 	 



    

EXHIBIT A-2


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND 

CEDEL BANK IN CONNECTION WITH THE EXCHANGE OF

 A PORTION OF A TEMPORARY
GLOBAL SECURITY 

OR TO OBTAIN INTEREST PAYABLE PRIOR

 TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description of Securities to be delivered]


This is to certify that, based solely on written certifications that we have received in writing, by tested telex or by
electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal
amount set forth below (our Member Organizations) substantially in the form attached hereto, as of the date hereof, [U.S.$]
_________ principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source (United States person(s)), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as financial institutions) purchasing for their own account or
for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either
case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise John
Deere Capital Corporation or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions described in
clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


As used herein, United States means the United States of America (including the States and the District of Columbia); and
its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest)
any portion of the temporary global Security representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied
upon as of the date hereof.


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





Dated:            ,
20


[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


[Morgan Guaranty Trust Company of New York, Brussels
Office,] as Operator of the Euroclear System [Cedel Bank]


By