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**TABLE        OF CONTENTS**

|                          |   |                                                                                                                  |   |   |
|-------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|--------|
| ARTICLE                  I    |   | DEFINITIONS                                                                                                           |   | 1      |
|                          |   |                                                                                                                  |   |   |
| Section                  1.01 |   | Definitions                                                                                                           |   | 1      |
|                          |   |                                                                                                                  |   |   |
| ARTICLE                  II   |   | DEBT                  SECURITIES                                                                                      |   | 9      |
|                          |   |                                                                                                                  |   |   |
| Section                  2.01 |   | Authentication                  and Dating                                                                            |   | 9      |
| Section                  2.02 |   | Form                  of Trustee’s Certificate of Authentication                                                |   | 9      |
| Section                  2.03 |   | Form                  and Denomination of Debt Securities                                                             |   | 10     |
| Section                  2.04 |   | Execution                  of Debt Securities                                                                         |   | 10     |
| Section                  2.05 |   | Exchange                  and Registration of Transfer of Debt Securities                                             |   | 11     |
| Section                  2.06 |   | Mutilated,                  Destroyed, Lost or Stolen Debt Securities                                                 |   | 14     |
| Section                  2.07 |   | Temporary                  Debt Securities                                                                            |   | 14     |
| Section                  2.08 |   | Payment                  of Interest                                                                                  |   | 15     |
| Section                  2.09 |   | Cancellation                  of Debt Securities Paid, etc                                                            |   | 16     |
| Section                  2.10 |   | Computation                  of Interest                                                                              |   | 17     |
| Section                  2.11 |   | Extension                  of Interest Payment Period                                                                 |   | 18     |
| Section                  2.12 |   | CUSIP                  Numbers                                                                                        |   | 19     |
| Section                  2.13 |   | Global                  Debentures                                                                                    |   | 19     |
|                          |   |                                                                                                                  |   |   |
| ARTICLE                  III  |   | PARTICULAR                  COVENANTS OF THE COMPANY                                                                  |   | 22     |
|                          |   |                                                                                                                  |   |   |
| Section                  3.01 |   | Payment                  of Principal, Premium and Interest; Agreed Treatment of the Debt                  Securities |   | 22     |
| Section                  3.02 |   | Offices                  for Notices and Payments, etc                                                                |   | 23     |
| Section                  3.03 |   | Appointments                  to Fill Vacancies in Trustee’s Office                                             |   | 23     |
| Section                  3.04 |   | Provision                  as to Paying Agent                                                                         |   | 23     |
| Section                  3.05 |   | Certificate                  to Trustee                                                                               |   | 24     |
| Section                  3.06 |   | Additional                  Amounts                                                                                   |   | 24     |
| Section                  3.07 |   | Compliance                  with Consolidation Provisions                                                             |   | 25     |
| Section                  3.08 |   | Limitation                  on Dividends                                                                              |   | 25     |
| Section                  3.09 |   | Covenants                  as to the Trust                                                                            |   | 26     |
|                          |   |                                                                                                                  |   |   |
| ARTICLE                  IV   |   | LISTS                                                                                                                 |   | 26     |
|                          |   |                                                                                                                  |   |   |
| Section                  4.01 |   | Securityholders’                  Lists                                                                         |   | 26     |
| Section                  4.02 |   | Preservation                  and Disclosure of Lists                                                                 |   | 26     |
| Section                  4.03 |   | Financial                  and Other Information                                                                      |   | 28     |
|                          |   |                                                                                                                  |   |   |
| ARTICLE                  V    |   | REMEDIES                  OF THE TRUSTEE AND SECURITYHOLDERS                                                          |   | 29     |
|                          |   |                                                                                                                  |   |   |
| Section                  5.01 |   | Events                  of Default                                                                                    |   | 29     |
| Section                  5.02 |   | Payment                  of Debt Securities on Default; Suit Therefor                                                 |   | 31     |
| Section                  5.03 |   | Application                  of Moneys Collected by Trustee                                                           |   | 32     |

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| Section                  5.04 |   | Proceedings                  by Securityholders                                                                                                       |   | 33     |
|-------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| Section                  5.05 |   | Proceedings                  by Trustee                                                                                                               |   | 33     |
| Section                  5.06 |   | Remedies                  Cumulative and Continuing                                                                                                   |   | 33     |
| Section                  5.07 |   | Direction                  of Proceedings and Waiver of Defaults by Majority of                  Securityholders                                      |   | 34     |
| Section                  5.08 |   | Notice                  of Defaults                                                                                                                   |   | 34     |
| Section                  5.09 |   | Undertaking                  to Pay Costs                                                                                                             |   | 35     |
|                          |   |                                                                                                                                                  |   |   |
| ARTICLE                  VI   |   | CONCERNING                  THE TRUSTEE                                                                                                               |   | 35     |
|                          |   |                                                                                                                                                  |   |   |
| Section                  6.01 |   | Duties                  and Responsibilities of Trustee                                                                                               |   | 35     |
| Section                  6.02 |   | Reliance                  on Documents, Opinions, etc                                                                                                 |   | 36     |
| Section                  6.03 |   | No                  Responsibility for Recitals, etc                                                                                                  |   | 37     |
| Section                  6.04 |   | Trustee,                  Authenticating Agent, Paying Agents, Transfer Agents or Registrar                  May Own                  Debt Securities |   | 38     |
| Section                  6.05 |   | Moneys                  to be Held in Trust                                                                                                           |   | 38     |
| Section                  6.06 |   | Compensation                  and Expenses of Trustee                                                                                                 |   | 38     |
| Section                  6.07 |   | Officers’                  Certificate as Evidence                                                                                              |   | 39     |
| Section                  6.08 |   | Eligibility                  of Trustee                                                                                                               |   | 39     |
| Section                  6.09 |   | Resignation                  or Removal of Trustee                                                                                                    |   | 40     |
| Section                  6.10 |   | Acceptance                  by Successor Trustee                                                                                                      |   | 41     |
| Section                  6.11 |   | Succession                  by Merger, etc                                                                                                            |   | 42     |
| Section                  6.12 |   | Authenticating                  Agents                                                                                                                |   | 42     |
|                          |   |                                                                                                                                                  |   |   |
| ARTICLE                  VII  |   | CONCERNING                  THE SECURITYHOLDERS                                                                                                       |   | 43     |
|                          |   |                                                                                                                                                  |   |   |
| Section                  7.01 |   | Action                  by Securityholders                                                                                                            |   | 43     |
| Section                  7.02 |   | Proof                  of Execution by Securityholders                                                                                                |   | 44     |
| Section                  7.03 |   | Who                  Are Deemed Absolute Owners                                                                                                       |   | 44     |
| Section                  7.04 |   | Debt                  Securities Owned by Company Deemed Not Outstanding                                                                              |   | 45     |
| Section                  7.05 |   | Revocation                  of Consents; Future Holders Bound                                                                                         |   | 45     |
|                          |   |                                                                                                                                                  |   |   |
| ARTICLE                  VIII |   | SECURITYHOLDERS’MEETINGS                                                                                                                        |   | 45     |
|                          |   |                                                                                                                                                  |   |   |
| Section                  8.01 |   | Purposes                  of Meetings                                                                                                                 |   | 45     |
| Section                  8.02 |   | Call                  of Meetings by Trustee                                                                                                          |   | 46     |
| Section                  8.03 |   | Call                  of Meetings by Company or Securityholders                                                                                       |   | 46     |
| Section                  8.04 |   | Qualifications                  for Voting                                                                                                            |   | 46     |
| Section                  8.05 |   | Regulations                                                                                                                                           |   | 46     |
| Section                  8.06 |   | Voting                                                                                                                                                |   | 47     |
| Section                  8.07 |   | Quorum;                  Actions                                                                                                                      |   | 48     |
|                          |   |                                                                                                                                                  |   |   |
| ARTICLE                  IX   |   | SUPPLEMENTAL                  INDENTURES                                                                                                              |   | 48     |
|                          |   |                                                                                                                                                  |   |   |
| Section                  9.01 |   | Supplemental                  Indentures without Consent of Securityholders                                                                           |   | 48     |
| Section                  9.02 |   | Supplemental                  Indentures with Consent of Securityholders                                                                              |   | 50     |

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| Section                  9.03  |   | Effect                  of Supplemental Indentures                                                            |   | 51     |
|--------------------------------|--------|---------------------------------------------------------------------------------------------------------------|--------|--------|
| Section                  9.04  |   | Notation                  on Debt Securities                                                                  |   | 51     |
| Section                  9.05  |   | Evidence                  of Compliance of Supplemental Indenture to be Furnished to                  Trustee |   | 51     |
|                           |   |                                                                                                          |   |   |
| ARTICLE                  X     |   | REDEMPTION                  OF SECURITIES                                                                     |   | 52     |
|                           |   |                                                                                                          |   |   |
| Section                  10.01 |   | Optional                  Redemption                                                                          |   | 52     |
| Section                  10.02 |   | Special                  Event Redemption                                                                     |   | 52     |
| Section                  10.03 |   | Notice                  of Redemption; Selection of Debt Securities                                           |   | 52     |
| Section                  10.04 |   | Payment                  of Debt Securities Called for Redemption                                             |   | 53     |
|                           |   |                                                                                                          |   |   |
| ARTICLE                  XI    |   | CONSOLIDATION,                  MERGER, SALE, CONVEYANCE AND                  LEASE                           |   | 53     |
|                           |   |                                                                                                          |   |   |
| Section                  11.01 |   | Company                  May Consolidate, etc., on Certain Terms                                              |   | 53     |
| Section                  11.02 |   | Successor                  Entity to be Substituted                                                           |   | 54     |
| Section                  11.03 |   | Opinion                  of Counsel to be Given to Trustee                                                    |   | 55     |
|                           |   |                                                                                                          |   |   |
| ARTICLE                  XII   |   | SATISFACTION                  AND DISCHARGE OF INDENTURE                                                      |   | 55     |
|                           |   |                                                                                                          |   |   |
| Section                  12.01 |   | Discharge                  of Indenture                                                                       |   | 55     |
| Section                  12.02 |   | Deposited                  Moneys to be Held in Trust by Trustee                                              |   | 56     |
| Section                  12.03 |   | Paying                  Agent to Repay Moneys Held                                                            |   | 56     |
| Section                  12.04 |   | Return                  of Unclaimed Moneys                                                                   |   | 56     |
|                           |   |                                                                                                          |   |   |
| ARTICLE                  XIII  |   | IMMUNITY                  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND                  DIRECTORS             |   | 56     |
|                           |   |                                                                                                          |   |   |
| Section                  13.01 |   | Indenture                  and Debt Securities Solely Corporate Obligations                                   |   | 56     |
|                           |   |                                                                                                          |   |   |
| ARTICLE                  XIV   |   | MISCELLANEOUS                  PROVISIONS                                                                     |   | 57     |
|                           |   |                                                                                                          |   |   |
| Section                  14.01 |   | Successors                                                                                                    |   | 57     |
| Section                  14.02 |   | Official                  Acts by Successor Entity                                                            |   | 57     |
| Section                  14.03 |   | Surrender                  of Company Powers                                                                  |   | 57     |
| Section                  14.04 |   | Addresses                  for Notices, etc                                                                   |   | 57     |
| Section                  14.05 |   | Governing                  Law                                                                                |   | 57     |
| Section                  14.06 |   | Evidence                  of Compliance with Conditions Precedent                                             |   | 57     |
| Section                  14.07 |   | Business                  Day Convention                                                                      |   | 58     |
| Section                  14.08 |   | Table                  of Contents, Headings, etc.                                                            |   | 58     |
| Section                  14.09 |   | Execution                  in Counterparts                                                                    |   | 58     |
| Section                  14.10 |   | Separability                                                                                                  |   | 58     |
| Section                  14.11 |   | Assignment                                                                                                    |   | 59     |
| Section                  14.12 |   | Acknowledgment                  of Rights                                                                     |   | 59     |

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|                             |   |                                                                   |   |   |
|----------------------------------|--------|------------------------------------------------------------------------|--------|--------|
| ARTICLE                  XV      |   | SUBORDINATION                  OF DEBT SECURITIES                      |   | 59     |
|                             |   |                                                                   |   |   |
| Section                  15.01   |   | Agreement                  to Subordinate                              |   | 59     |
| Section                  15.02   |   | Default                  on Senior Indebtedness                        |   | 60     |
| Section                  15.03   |   | Liquidation;                  Dissolution; Bankruptcy                  |   | 60     |
| Section                  15.04   |   | Subrogation.                                                           |   | 61     |
| Section                  15.05   |   | Trustee                  to Effectuate Subordination                   |   | 62     |
| Section                  15.06   |   | Notice                  by the Company                                 |   | 62     |
| Section                  15.07   |   | Rights                  of the Trustee; Holders of Senior Indebtedness |   | 63     |
| Section                  15.08   |   | Subordination                  May Not Be Impaired                     |   | 63     |
|                             |   |                                                                   |   |   |
| **EXHIBITS**                     |   |                                                                   |   |   |
|                             |   |                                                                   |   |   |
| EXHIBIT                  A  |   | Form                  of Debt Security                                 |   |   |

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ARTICLE        I

DEFINITIONS

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| Special                  Redemption During the 12-MonthPeriod                  Beginning May 23, |  Percentage                  of Principal Amount |
|--------------------------------------------------------------------------------------------------|-------------------------------------------------------|
|  2006                                                                                  |  103.200%                                   |
|  2007                                                                                  |  102.400%                                   |

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|  2008                                  |  101.600%  |
|--------------------------------------------------|----------------------|
|  2009                                  |  100.840%  |
|  2010                  and thereafter  |  100.000%  |

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ARTICLE        II

DEBT        SECURITIES

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**THIS        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED        (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE        SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION        HEREIN        MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE        DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION        IS        EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES        ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,        BY ITS        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR        OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN        PRIOR        TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF        TIME        AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF        (Y) THE        DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY        OR        ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY        WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY        PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED        BY ANY        SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT        TO        RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER        REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE        144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED        INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE        IN        RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION        REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE        MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE        SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION        FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR        INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION        WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO        OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT        TO REGULATION S UNDER THE SECURITIES ACT**
**OR        (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS        OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER,        SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY        OF        AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY        TO IT        IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE        COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,        BY        ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL        COMPLY        WITH THE FOREGOING RESTRICTIONS.**

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**THE        HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS        AND        WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT        OR        OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY        WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN'S INVESTMENT        IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR        HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH        PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER        U.S.        DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,        91-38,        90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING        OF        THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION        406        OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.        ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION        HEREIN        WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR        THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT        PLAN        WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975        OF        THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN        EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS        OF        ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH        PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION        406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE        STATUTORY OR ADMINISTRATIVE EXEMPTION.**

**IN        CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO        THE        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY        BE        REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE        FOREGOING RESTRICTIONS.**

**THIS        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS        OF        $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER        OF        THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE        VOID        AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE        DEEMED        NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN        FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS        ON        THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE        SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST        OR PARTICIPATION HEREIN.**

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**THIS        OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY        AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE        CORPORATION (THE “FDIC”). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE        DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY,        IS        INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES        AND IS NOT SECURED.**

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**THIS        SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER        REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY        (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR CAPITAL        SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE        ONLY        IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER        OF        THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE        BY DTC        TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC)        MAY        BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.**

**UNLESS        THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE        COMPANY        OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY        SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER        NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT        IS        MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED        REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE        OR        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER        HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.**

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ARTICLE        III

PARTICULAR        COVENANTS OF THE COMPANY

*pari        passu*

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ARTICLE        IV

LISTS

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ARTICLE        V

REMEDIES        OF THE TRUSTEE AND SECURITYHOLDERS

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ARTICLE        VI

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ARTICLE        VII

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ARTICLE        VIII

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ARTICLE        IX

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ARTICLE        X

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ARTICLE        XI

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ARTICLE        XII

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ARTICLE        XIII

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ARTICLE        XIV

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ARTICLE        XV

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FORM        OF DEBT SECURITY

**[THIS        SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER        REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY        (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR CAPITAL        SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE        ONLY        IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER        OF        THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE        BY DTC        TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC)        MAY        BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.**

**UNLESS        THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE        COMPANY        OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY        SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER        NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT        IS        MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED        REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE        OR        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER        HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**

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**THIS        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED        (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE        SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION        HEREIN        MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE        DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION        IS        EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES        ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,        BY ITS        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR        OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN        PRIOR        TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF        TIME        AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF        (Y) THE        DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY        OR        ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY        WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY        PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED        BY ANY        SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT        TO        RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER        REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE        144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED        INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE        IN        RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION        REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE        MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE        SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION        FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR        INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION        WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO        OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT        TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT        TO        THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE        (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION        AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE,        A        COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY        OR        ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF,        AS        THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING        RESTRICTIONS.**

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**THE        HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS        AND        WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT        OR        OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY        WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN'S INVESTMENT        IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR        HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH        PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER        U.S.        DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,        91-38,        90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING        OF        THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION        406        OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.        ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION        HEREIN        WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR        THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT        PLAN        WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975        OF        THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN        EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS        OF        ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH        PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION        406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE        STATUTORY OR ADMINISTRATIVE EXEMPTION.**

**IN        CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO        THE        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY        BE        REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE        FOREGOING RESTRICTIONS.**

**THIS        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS        OF        $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER        OF        THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE        VOID        AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE        DEEMED        NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN        FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS        ON        THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE        SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST        OR PARTICIPATION HEREIN.**

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**THIS        OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY        AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE        CORPORATION (THE “FDIC”). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE        DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY,        IS        INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES        AND IS NOT SECURED.**

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*pari        passu*
*pari        passu*
*pari        passu*

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FORM        OF REVERSE OF SECURITY]

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| Special                  Redemption During the 12-MonthPeriod                  Beginning May 23, |  Percentage                  of Principal Amount |
|--------------------------------------------------------------------------------------------------|-------------------------------------------------------|
|  2006                                                                                  |  103.200%                                   |
|  2007                                                                                  |  102.400%                                   |
|  2008                                                                                  |  101.600%                                   |
|  2009                                                                                  |  100.840%                                   |
|  2010                  and thereafter                                                  |  100.000%                                   |

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