##### 








---



##### 



PageARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101.
    
    Definitions
    
    
    1Acquired Debt
    
    
    2Act
    
    
    2Additional Amounts
    
    
    2Affiliate
    
    
    2Annual Service Charge
    
    
    2Authenticating Agent
    
    
    2Authorized Newspaper
    
    
    2Bankruptcy Law
    
    
    2Bearer Security
    
    
    3Board of Trustees
    
    
    3Board Resolution
    
    
    3Business Day
    
    
    3Capital Stock
    
    
    3CEDEL
    
    
    3Commission
    
    
    3Company
    
    
    3Company Request and Company Order
    
    
    3Consolidated Income Available for Debt Service
    
    
    3Conversion Event
    
    
    4Corporate Trust Office
    
    
    4corporation
    
    
    4coupon
    
    
    4Custodian
    
    
    4Debt
    
    
    4Defaulted Interest
    
    
    4Disqualified Stock
    
    
    4Dollar or $
    
    
    5DTC
    
    
    5Earnings from Operations
    
    
    5ECU
    
    
    5Euroclear
    
    
    5European Communities
    
    
    5European Monetary System
    
    
    5Event of Default
    
    
    5Foreign Currency
    
    
    5GAAP
    
    
    5




---



##### 



PageGovernment Obligations
    
    
    5Holder
    
    
    6Indenture
    
    
    6Indexed Security
    
    
    6interest
    
    
    6Interest Payment Date
    
    
    6Make-Whole Amount
    
    
    6Maturity
    
    
    7Officers Certificate
    
    
    7Opinion of Counsel
    
    
    7Original Issue Discount Security
    
    
    7Outstanding
    
    
    7Paying Agent
    
    
    8Person
    
    
    8Place of Payment
    
    
    8Predecessor Security
    
    
    8Redemption Date
    
    
    9Redemption Price
    
    
    9Registered Security
    
    
    9Regular Record Date
    
    
    9Repayment Date
    
    
    9Repayment Price
    
    
    9Responsible Officer
    
    
    9Securities Act
    
    
    9Security
    
    
    9Security Register and Security Registrar
    
    
    9Significant Subsidiary
    
    
    9Special Record Date
    
    
    9Stated Maturity
    
    
    9Subsidiary
    
    
    10Total Assets
    
    
    10Trust Indenture Act or TIA
    
    
    10Trustee
    
    
    10Undepreciated Real Estate Assets
    
    
    10United States
    
    
    10United States person
    
    
    10Yield to Maturity
    
    
    10SECTION 102.
    
    Compliance Certificates and Opinions
    
    
    11SECTION 103.
    
    Form of Documents Delivered to Trustee
    
    
    11SECTION 104.
    
    Acts of Holders
    
    
    12SECTION 105.
    
    Notices, etc., to Trustee and Company
    
    
    14SECTION 106.
    
    Notice to Holders; Waiver
    
    
    14SECTION 107.
    
    Effect of Headings and Table of Contents
    
    
    15SECTION 108.
    
    Successors and Assigns
    
    
    15




---



##### 



PageSECTION 109.
    
    Separability Clause
    
    
    15SECTION 110.
    
    Benefits of Indenture
    
    
    15SECTION 111.
    
    No Personal Liability
    
    
    15SECTION 112.
    
    Governing Law
    
    
    16SECTION 113.
    
    Legal Holidays
    
    
    16ARTICLE TWOSECURITIES FORMSSECTION 201.
    
    Forms of Securities
    
    
    16SECTION 202.
    
    Form of Trustees Certificate of Authentication
    
    
    17SECTION 203.
    
    Securities Issuable in Global Form
    
    
    17ARTICLE THREETHE SECURITIESSECTION 301.
    
    Amount Unlimited; Issuable in Series
    
    
    18SECTION 302.
    
    Denominations
    
    
    21SECTION 303.
    
    Execution, Authentication, Delivery and Dating
    
    
    22SECTION 304.
    
    Temporary Securities
    
    
    24SECTION 305.
    
    Registration, Registration of Transfer and Exchange
    
    
    26SECTION 306.
    
    Mutilated, Destroyed, Lost and Stolen Securities
    
    
    30SECTION 307.
    
    Payment of Interest; Interest Rights Preserved
    
    
    31SECTION 308.
    
    Persons Deemed Owners
    
    
    33SECTION 309.
    
    Cancellation
    
    
    34SECTION 310.
    
    Computation of Interest
    
    
    34ARTICLE FOURSATISFACTION AND DISCHARGESECTION 401.
    
    Satisfaction and Discharge of Indenture
    
    
    34SECTION 402.
    
    Application of Trust Funds
    
    
    36ARTICLE FIVEREMEDIESSECTION 501.
    
    Events of Default
    
    
    36SECTION 502.
    
    Acceleration of Maturity; Rescission and Annulment
    
    
    38SECTION 503.
    
    Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    39SECTION 504.
    
    Trustee May File Proofs of Claim
    
    
    40SECTION 505.
    
    Trustee May Enforce Claims Without Possession of Securities or Coupons
    
    
    41SECTION 506.
    
    Application of Money Collected
    
    
    41SECTION 507.
    
    Limitation on Suits
    
    
    41




---



##### 



PageSECTION 508.
    
    Unconditional Right of Holders to Receive Principal, Premiumor Make-Whole Amount, if any, Interest and Additional Amounts
    
    
    42SECTION 509.
    
    Restoration of Rights and Remedies
    
    
    42SECTION 510.
    
    Rights and Remedies Cumulative
    
    
    42SECTION 511.
    
    Delay or Omission Not Waiver
    
    
    43SECTION 512.
    
    Control by Holders of Securities
    
    
    43SECTION 513.
    
    Waiver of Past Defaults
    
    
    43SECTION 514.
    
    Waiver of Usury, Stay or Extension Laws
    
    
    44SECTION 515.
    
    Undertaking for Costs
    
    
    44ARTICLE SIXTHE TRUSTEESECTION 601.
    
    Notice of Defaults
    
    
    44SECTION 602.
    
    Certain Rights of Trustee
    
    
    45SECTION 603.
    
    Not Responsible for Recitals or Issuance of Securities
    
    
    46SECTION 604.
    
    May Hold Securities
    
    
    46SECTION 605.
    
    Money Held in Trust
    
    
    46SECTION 606.
    
    Compensation and Reimbursement
    
    
    46SECTION 607.
    
    Corporate Trustee Required; Eligibility; Conflicting Interests
    
    
    47SECTION 608.
    
    Resignation and Removal; Appointment of Successor
    
    
    47SECTION 609.
    
    Acceptance of Appointment by Successor
    
    
    49SECTION 610.
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    50SECTION 611.
    
    Appointment of Authenticating Agent
    
    
    50ARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANYSECTION 701.
    
    Disclosure of Names and Addresses of Holders
    
    
    52SECTION 702.
    
    Reports by Trustee
    
    
    52SECTION 703.
    
    Reports by Company
    
    
    52SECTION 704.
    
    Company to Furnish Trustee Names and Addresses of Holders
    
    
    53ARTICLE EIGHTCONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCESECTION 801.
    
    Consolidations and Mergers of Company and Sales, Leases andConveyances Permitted Subject to Certain Conditions
    
    
    53SECTION 802.
    
    Rights and Duties of Successor Corporation
    
    
    54SECTION 803.
    
    Officers Certificate and Opinion of Counsel
    
    
    54ARTICLE NINESUPPLEMENTAL INDENTURESSECTION 901.
    
    Supplemental Indentures Without Consent of Holders
    
    
    54




---



##### 



PageSECTION 902.
    
    Supplemental Indentures with Consent of Holders
    
    
    56SECTION 903.
    
    Execution of Supplemental Indentures
    
    
    57SECTION 904.
    
    Effect of Supplemental Indentures
    
    
    57SECTION 905.
    
    Conformity with Trust Indenture Act
    
    
    58SECTION 906.
    
    Reference in Securities to Supplemental Indentures
    
    
    58SECTION 907.
    
    Notice of Supplemental Indentures
    
    
    58ARTICLE TENCOVENANTSSECTION 1001.
    
    Payment of Principal, Premium or Make-Whole Amount, if any,Interest and Additional Amounts
    
    
    58SECTION 1002.
    
    Maintenance of Office or Agency
    
    
    58SECTION 1003.
    
    Money for Securities Payments to Be Held in Trust
    
    
    60SECTION 1004.
    
    Limitations on Incurrence of Debt
    
    
    61SECTION 1005.
    
    Existence
    
    
    63SECTION 1006.
    
    Maintenance of Properties
    
    
    63SECTION 1007.
    
    Insurance
    
    
    63SECTION 1008.
    
    Payment of Taxes and Other Claims
    
    
    63SECTION 1009.
    
    Provision of Financial Information
    
    
    63SECTION 1010.
    
    Statement as to Compliance
    
    
    64SECTION 1011.
    
    Additional Amounts
    
    
    64SECTION 1012.
    
    Waiver of Certain Covenants
    
    
    65ARTICLE ELEVENREDEMPTION OF SECURITIESSECTION 1101.
    
    Applicability of Article
    
    
    65SECTION 1102.
    
    Election to Redeem; Notice to Trustee
    
    
    66SECTION 1103.
    
    Selection by Trustee of Securities to Be Redeemed
    
    
    66SECTION 1104.
    
    Notice of Redemption
    
    
    66SECTION 1105.
    
    Deposit of Redemption Price
    
    
    68SECTION 1106.
    
    Securities Payable on Redemption Date
    
    
    68SECTION 1107.
    
    Securities Redeemed in Part
    
    
    69ARTICLE TWELVESINKING FUNDSSECTION 1201.
    
    Applicability of Article
    
    
    69SECTION 1202.
    
    Satisfaction of Sinking Fund Payments with Securities
    
    
    69SECTION 1203.
    
    Redemption of Securities for Sinking Fund
    
    
    70ARTICLE THIRTEENREPAYMENT AT THE OPTION OF HOLDERS




---



##### 



PageSECTION 1301.
    
    Applicability of Article
    
    
    70SECTION 1302.
    
    Repayment of Securities
    
    
    70SECTION 1303.
    
    Exercise of Option
    
    
    70SECTION 1304.
    
    When Securities Presented for Repayment Become Due and Payable
    
    
    71SECTION 1305.
    
    Securities Repaid in Part
    
    
    72ARTICLE FOURTEENDEFEASANCE AND COVENANT DEFEASANCESECTION 1401.
    
    Applicability of Article; Companys Option to Effect Defeasanceor Covenant Defeasance
    
    
    72SECTION 1402.
    
    Defeasance and Discharge
    
    
    73SECTION 1403.
    
    Covenant Defeasance
    
    
    73SECTION 1404.
    
    Conditions to Defeasance or Covenant Defeasance
    
    
    74SECTION 1405.
    
    Deposited Money and Government Obligations to Be Held in Trust;Other Miscellaneous Provisions
    
    
    76ARTICLE FIFTEENMEETINGS OF HOLDERS OF SECURITIESSECTION 1501.
    
    Purposes for Which Meetings May Be Called
    
    
    77SECTION 1502.
    
    Call, Notice and Place of Meetings
    
    
    77SECTION 1503.
    
    Persons Entitled to Vote at Meetings
    
    
    77SECTION 1504.
    
    Quorum; Action
    
    
    78SECTION 1505.
    
    Determination of Voting Rights; Conduct and Adjournment ofMeetings
    
    
    79SECTION 1506.
    
    Counting Votes and Recording Action of Meetings
    
    
    80SECTION 1507.
    
    Evidence of Action Taken by Holders
    
    
    80SECTION 1508.
    
    Proof of Execution of Instruments
    
    
    80




---



##### 



Trust IndentureAct Section
    
    Indenture Section§ 310
    
    (a) (1)
    
    
    607(a)(a)(2)
    
    
    607(a)(b)
    
    
    607(b), 608§ 312
    
    (c)
    
    
    701§ 314
    
    (a)
    
    
    703(a)(4)
    
    
    1011(c)(1)
    
    
    102(c)(2)
    
    
    102(e)
    
    
    102§ 315
    
    (b)
    
    
    601§ 316
    
    (a) (last sentence)
    
    
    101 (Outstanding)(a)(1)(A)
    
    
    502, 512(a)(1)(B)
    
    
    513(b)
    
    
    508§ 317
    
    (a)(1)
    
    
    503(a)(2)
    
    
    504§ 318
    
    (a)
    
    
    112(c)
    
    
    112
 
 NOTE:
    
    This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.Attention should also be directed to Section 318(c) of the 1939 Act, which provides that
the provisions of Sections 310 to and including 317 of the 1939 Act are a part of
and govern every qualified indenture, whether or not physically contained therein.




---



##### 



Definitions
    1




---



##### 



Acquired Debt
 Act
 Additional Amounts
 Affiliate
 Annual Service Charge
 Authenticating Agent
 Authorized Newspaper
 Bankruptcy Law
 2




---



##### 



Bearer Security
 Board of Trustees
 Board Resolution
 Business Day
 Capital Stock
 CEDEL
 Commission
 Company
 Company Request Company Order
 Consolidated Income Available for Debt Service
 3




---



##### 



Conversion Event
 Corporate Trust Office
 corporation
 coupon
 Custodian
 Debt
 Defaulted Interest
 Disqualified Stock
 4




---



##### 



Dollar $
 DTC
 Earnings from Operations
 ECU
 Euroclear
 European Communities
 European Monetary System
 Event of Default
 Foreign Currency
 GAAP provided
 Government Obligations
 5




---



##### 



provided
 Holder
 Indenture provided however Indenture
 Indexed Security
 interest
 Interest Payment Date
 Make-Whole Amount
 6




---



##### 



Maturity
 Officers Certificate
 Opinion of Counsel
 Original Issue Discount Security
 Outstanding except
  provided
   provided however
 7




---



##### 



Paying Agent
 Person
 Place of Payment
 Predecessor Security
 8




---



##### 



Redemption Date
 Redemption Price
 Registered Security
 Regular Record Date
 Repayment Date
 Repayment Price
 Responsible Officer
 Securities Act
 Security provided however
 Security Register Security Registrar
 Significant Subsidiary
 Special Record Date
 Stated Maturity
 9




---



##### 



Subsidiary
 Total Assets
 Trust Indenture Act TIA
 Trustee provided however
 Undepreciated Real Estate Assets
 United States
 United States person
 Yield to Maturity
 10




---



##### 



Compliance Certificates and Opinions
      Form of Documents Delivered to Trustee
  11




---



##### 



Acts of Holders
   12




---



##### 



provided
  13




---



##### 



Notices, etc., to Trustee and Company
   Notice to Holders; Waiver
   14




---



##### 



Effect of Headings and Table of Contents
 Successors and Assigns
 Separability Clause
 Benefits of Indenture
 No Personal Liability
 15




---



##### 



Governing Law
 Legal Holidays provided
   Forms of Securities
   16




---



##### 



Form of Trustees Certificate of Authentication
  MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as TrusteeByAuthorized Officer Securities Issuable in Global Form
   17




---



##### 



Amount Unlimited; Issuable in Series
       18




---



##### 



19




---



##### 



20




---



##### 



Denominations
 21




---



##### 



Execution, Authentication, Delivery and Dating
  provided however provided further
  22




---



##### 



23




---



##### 



Temporary Securities
  provided however
 24




---



##### 



provided further
  provided however provided further
  25




---



##### 



Registration, Registration of Transfer and Exchange
 26




---



##### 



provided however
 27




---



##### 



28




---



##### 



provided however provided further
     29




---



##### 



provided
 Mutilated, Destroyed, Lost and Stolen Securities
  provided however
 30




---



##### 



Payment of Interest; Interest Rights Preserved provided however
   31




---



##### 



32




---



##### 



Persons Deemed Owners
  33




---



##### 



Cancellation
 Computation of Interest
   Satisfaction and Discharge of Indenture
 34




---



##### 



35




---



##### 



Application of Trust Funds
   Events of Default
    36




---



##### 



37




---



##### 



Acceleration of Maturity; Rescission and Annulment
   38




---



##### 



Collection of Indebtedness and Suits for Enforcement by Trustee
    39




---



##### 



Trustee May File Proofs of Claim
    40




---



##### 



Trustee May Enforce Claims Without Possession of Securities or Coupons
 Application of Money Collected
    Limitation on Suits
 41




---



##### 



Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
Amount, if any, Interest and Additional Amounts
 Restoration of Rights and Remedies
 Rights and Remedies Cumulative
 42




---



##### 



Delay or Omission Not Waiver
 Control by Holders of Securities provided
    Waiver of Past Defaults
   43




---



##### 



Waiver of Usury, Stay or Extension Laws
 Undertaking for Costs
   Notice of Defaults provided however provided further
 44




---



##### 



Certain Rights of Trustee
        45




---



##### 



Not Responsible for Recitals or Issuance of Securities
 May Hold Securities
 Money Held in Trust
 Compensation and Reimbursement
  46




---



##### 



Corporate Trustee Required; Eligibility; Conflicting Interests
 Resignation and Removal; Appointment of Successor
   47




---



##### 



48




---



##### 



Acceptance of Appointment by Successor
   49




---



##### 



Merger, Conversion, Consolidation or Succession to Business provided
 Appointment of Authenticating Agent
 50




---



##### 



51




---



##### 



MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as TrusteeBy:
    
    
    ,as Authenticating AgentBy:Authorized Officer
   Disclosure of Names and Addresses of Holders
 Reports by Trustee
 Reports by Company
  52




---



##### 



Company to Furnish Trustee Names and Addresses of Holders
   provided however
   Consolidations and Mergers of Company and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions
 53




---



##### 



Rights and Duties of Successor Corporation
  Officers Certificate and Opinion of Counsel
   Supplemental Indentures Without Consent of Holders
 54




---



##### 



provided however
 provided
 provided
   55




---



##### 



provided
  provided
 Supplemental Indentures with Consent of Holders provided however
  56




---



##### 



Execution of Supplemental Indentures
 Effect of Supplemental Indentures
 57




---



##### 



Conformity with Trust Indenture Act
 Reference in Securities to Supplemental Indentures
 Notice of Supplemental Indentures
   Payment of Principal, Premium or Make-Whole Amount, if any, Interest and
Additional Amounts
 Maintenance of Office or Agency
 58




---



##### 



provided however
 provided however
 59




---



##### 



provided however
  Money for Securities Payments to Be Held in Trust
  60




---



##### 



provided however
 Limitations on Incurrence of Debt
 61




---



##### 



62




---



##### 



Existence provided however
 Maintenance of Properties provided however
 Insurance
 Payment of Taxes and Other Claims provided however
 Provision of Financial Information
 63




---



##### 



Statement as to Compliance
 Additional Amounts
  64




---



##### 



Waiver of Certain Covenants
   Applicability of Article
 65




---



##### 



Election to Redeem; Notice to Trustee
 Selection by Trustee of Securities to Be Redeemed
   Notice of Redemption
   66




---



##### 



67




---



##### 



Deposit of Redemption Price
 Securities Payable on Redemption Date provided however provided further
 provided however
 68




---



##### 



Securities Redeemed in Part
   Applicability of Article
  Satisfaction of Sinking Fund Payments with Securities provided
 69




---



##### 



Redemption of Securities for Sinking Fund
   Applicability of Article
 Repayment of Securities
 Exercise of Option
 70




---



##### 



provided however
 When Securities Presented for Repayment Become Due and Payable provided however
 71




---



##### 



provided further
 provided however
  Securities Repaid in Part
   Applicability of Article; Companys Option to Effect Defeasance or Covenant
Defeasance
 72




---



##### 



Defeasance and Discharge
 Covenant Defeasance
 73




---



##### 



Conditions to Defeasance or Covenant Defeasance
 provided
 74




---



##### 



75




---



##### 



Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
    76




---



##### 



Purposes for Which Meetings May Be Called
 Call, Notice and Place of Meetings
   Persons Entitled to Vote at Meetings
 77




---



##### 



Quorum; Action provided however
 provided however
   78




---



##### 



Determination of Voting Rights; Conduct and Adjournment of Meetings
   provided however
  79




---



##### 



Counting Votes and Recording Action of Meetings
 Evidence of Action Taken by Holders
 Proof of Execution of Instruments
   80




---



##### 



PROPERTY TRUST OF AMERICABy:C. Ronald BlakenshipChairman and Principal Executive Officer   
 MORGAN GUARANTY TRUST COMPANY OF
NEW YORKBy:Ward SpoonerVice President




---



##### 



STATE OF NEW MEXICO
    
    )) ss:COUNTY OF SANTA FE
    
    )
   Notary PublicCommission Expires STATE OF NEW YORK
    
    )) ss:COUNTY OF NEW YORK
    
    )
 
  Notary PublicCommission Expires




---



##### 



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




---



##### 



[U.S.$]
  
 [Name of Person MakingCertification] (Authorized Signator)Name:Title:




---



##### 



[Insert title or sufficient description of Securities to be delivered]
 [U.S.$]




---



##### 



[Morgan Guaranty TrustCompany of New York,
   Brussels Office,] as
Operator of the
   Euroclear System
   [Cedel S.A.] By: