subordinatedindenture.htm


     

    
      	
              EXHIBIT
      4.8

            


    

    


    
                                        

       

      


    

    M/I
HOMES, INC.

    


    TO

    


    _____________________________

                  Trustee

     

    


    


    


    Indenture

    


    


    


    Dated as of
_________________

    


    


    


    


    
      


       

      


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Certain
Sections of this Indenture relating to Sections 310 through 318, inclusive, of
the Trust Indenture Act of 1939

    
       

      


      
        	
                Trust
      Indenture Act Section

              	 
      	
                Indenture
      Section

              
	 
      	 
      	 
      
	
                §
      310(a)(1)

              	 
      	
                609

              
	
                (a)(2)

              	 
      	
                609

              
	
                (a)(3)

              	 
      	
                Not
      Applicable

              
	
                (a)(4)

              	 
      	
                Not
      Applicable

              
	
                (b)

              	 
      	
                608

              
	 
      	 
      	
                610

              
	
                §
      311(a)

              	 
      	
                613

              
	
                (b)

              	 
      	
                613

              
	
                §
      312(a)

              	 
      	
                701

              
	 
      	 
      	
                702

              
	
                (b)

              	 
      	
                702

              
	
                (c)

              	 
      	
                702

              
	
                §
      313(a)

              	 
      	
                703

              
	
                (b)

              	 
      	
                703

              
	
                (c)

              	 
      	
                703

              
	
                (d)

              	 
      	
                703

              
	
                §
      314(a)

              	 
      	
                704

              
	
                (a)(4)

              	 
      	
                101

              
	 
      	 
      	
                1004

              
	
                (b)

              	 
      	
                Not
      Applicable

              
	
                (c)(1)

              	 
      	
                102

              
	
                (c)(2)

              	 
      	
                102

              
	
                (c)(3)

              	 
      	
                Not
      Applicable

              
	
                (d)

              	 
      	
                Not
      Applicable

              
	
                (e)

              	 
      	
                102

              
	
                §
      315(a)

              	 
      	
                601

              
	
                (b)

              	 
      	
                602

              
	
                (c)

              	 
      	
                601

              
	
                (d)

              	 
      	
                601

              
	
                (e)

              	 
      	
                514

              
	
                §
      316(a)

              	 
      	
                101

              
	
                (a)(1)(A)

              	 
      	
                502

              
	 
      	 
      	
                512

              
	
                (a)(1)(B)

              	 
      	
                513

              
	
                (a)(2)

              	 
      	
                Not
      Applicable

              
	
                (b)

              	 
      	
                508

              
	
                (c)

              	 
      	
                104

              
	
                §
      317(a)(1)

              	 
      	
                503

              
	
                (a)(2)

              	 
      	
                504

              
	
                (b)

              	 
      	
                1003

              
	
                §
      318(a)

              	 
      	
                107

              


      

      


      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      TABLE OF
CONTENTS

       

      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                Recitals
      of the Company

              	 
      	
                1

              


      

      


      


      
        	 
      	
                ARTICLE
      ONE

              	 
      
	 
      	 
      	 
      
	 
      	
                DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

              	 
      
	 
      	 
      	 
      
	
                SECTION
      101.

              	
                Definitions

              	
                1

              
	 
      	
                Act

              	
                2

              
	 
      	
                Affiliate

              	
                2

              
	 
      	
                Authenticating
      Agent

              	
                2

              
	 
      	
                Board
      of Directors

              	
                2

              
	 
      	
                Board
      Resolution

              	
                2

              
	 
      	
                Business
      Day

              	
                2

              
	 
      	
                Commission

              	
                2

              
	 
      	
                Common
      Stock

              	
                2

              
	 
      	
                Company

              	
                2

              
	 
      	
                Company
      Request; Company Order

              	
                2

              
	 
      	
                Corporate
      Trust Office

              	
                2

              
	 
      	
                Corporation

              	
                3

              
	 
      	
                Covenant
      Defeasance

              	
                3

              
	 
      	
                Debt

              	
                3

              
	 
      	
                Defaulted
      Interest

              	
                3

              
	 
      	
                Defeasance

              	
                3

              
	 
      	
                Depositary

              	
                3

              
	 
      	
                Event
      of Default

              	
                3

              
	 
      	
                Exchange
      Act

              	
                3

              
	 
      	
                Expiration
      Date

              	
                3

              
	 
      	
                Global
      Security

              	
                3

              
	 
      	
                Holder

              	
                3

              
	 
      	
                Indenture

              	
                3

              
	 
      	
                Interest

              	
                3

              
	 
      	
                Interest
      Payment Date

              	
                4

              
	 
      	
                Investment
      Company Act

              	
                4

              
	 
      	
                Maturity

              	
                4

              
	 
      	
                Notice
      of Default

              	
                4

              
	 
      	
                Officers’
      Certificate

              	
                4

              
	 
      	
                Opinion
      of Counsel

              	
                4

              
	 
      	
                Original
      Issue Discount Security

              	
                4

              
	 
      	
                Outstanding

              	
                4

              
	 
      	
                Paying
      Agent

              	
                5

              
	 
      	
                Person

              	
                5

              
	 
      	
                Place
      of Payment

              	
                5

              
	 
      	
                Predecessor
      Security

              	
                5

              
	 
      	
                Redemption
      Date

              	
                5

              
	 
      	
                Redemption
      Price

              	
                5

              


      


      
        
           


        

        
           


          
            

          

        

         

      

      


      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	 
      	
                Regular
      Record Date

              	
                5

              
	 
      	
                Responsible
      Officer

              	
                5

              
	 
      	
                Securities

              	
                6

              
	 
      	
                Securities
      Act

              	
                6

              
	 
      	
                Security
      Register; Security Registrar

              	
                6

              
	 
      	
                Senior
      Indebtedness

              	
                6

              
	 
      	
                Special
      Record Date

              	
                6

              
	 
      	
                Stated
      Maturity

              	
                6

              
	 
      	
                Subsidiary

              	
                6

              
	 
      	
                Trust
      Indenture Act

              	
                6

              
	 
      	
                Trustee

              	
                6

              
	 
      	
                U.S.
      Government Obligation

              	
                7

              
	 
      	
                Vice
      President

              	
                7

              
	 
      	 
      	 
      
	
                SECTION
      102.

              	
                Compliance
      Certificates and Opinions

              	
                7

              
	
                SECTION
      103.

              	
                Form
      of Documents Delivered to Trustee

              	
                7

              
	
                SECTION
      104.

              	
                Acts
      of Holders; Record Dates

              	
                8

              
	
                SECTION
      105.

              	
                Notices,
      Etc., to Trustee and Company

              	
                10

              
	
                SECTION
      106.

              	
                Notice
      to Holders; Waiver

              	
                10

              
	
                SECTION
      107.

              	
                Conflict
      with Trust Indenture Act

              	
                10

              
	
                SECTION
      108.

              	
                Effect
      of Headings and Table of Contents

              	
                10

              
	
                SECTION
      109.

              	
                Successors
      and Assigns

              	
                11

              
	
                SECTION
      110.

              	
                Separability
      Clause

              	
                11

              
	
                SECTION
      111.

              	
                Benefits
      of Indenture

              	
                11

              
	
                SECTION
      112.

              	
                Governing
      Law

              	
                11

              
	
                SECTION
      113.

              	
                Legal Holidays

              	
                11

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      TWO

              	 
      
	 
      	 
      	 
      
	 
      	
                SECURITY
      FORMS

              	 
      
	 
      	 
      	 
      
	
                SECTION
      201.

              	
                Forms Generally

              	
                11

              
	
                SECTION
      202.

              	
                Form
      of Trustee’s Certificate of Authentication

              	
                12

              
	
                SECTION
      203.

              	
                Form
      of Legend for Global Securities

              	
                12

              
	
                SECTION
      204.

              	
                Securities
      in Global Form

              	
                12

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      THREE

              	 
      
	 
      	 
      	 
      
	 
      	
                THE
      SECURITIES

              	 
      
	 
      	 
      	 
      
	
                SECTION
      301.

              	
                Amount
      Unlimited; Issuable in Series

              	
                13

              
	
                SECTION
      302.

              	
                Denominations

              	
                16

              
	
                SECTION
      303.

              	
                Execution,
      Authentication, Delivery and Dating

              	
                16

              
	
                SECTION
      304.

              	
                Temporary
      Securities

              	
                17

              
	
                SECTION
      305.

              	
                Registration,
      Registration of Transfer and Exchange

              	
                18

              
	
                SECTION
      306.

              	
                Mutilated,
      Destroyed, Lost and Stolen Securities

              	
                19

              
	
                SECTION
      307.

              	
                Payment
      of Interest; Interest Rights Preserved

              	
                20

              
	
                SECTION
      308.

              	
                Persons
      Deemed Owners

              	
                21

              
	
                SECTION
      309.

              	
                Cancellation

              	
                21

              


      

    

    

      
        
           


        

        
           


          
            

          

        

         

      

    

    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  SECTION
      310.

                	
                  Computation
      of Interest

                	
                  21

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      FOUR

                	 
      
	 
      	 
      	 
      
	 
      	
                  SATISFACTION
      AND DISCHARGE

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      401.

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  22

                
	
                  SECTION
      402.

                	
                  Application
      of Trust Money

                	
                  23

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      FIVE

                	 
      
	 
      	 
      	 
      
	 
      	
                  REMEDIES

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      501.

                	
                  Events
      of Default

                	
                  23

                
	
                  SECTION
      502.

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  25

                
	
                  SECTION
      503.

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee

                	
                  26

                
	
                  SECTION
      504.

                	
                  Trustee
      May File Proofs of Claim

                	
                  26

                
	
                  SECTION
      505.

                	
                  Trustee
      May Enforce Claims Without Possession of Securities

                	
                  27

                
	
                  SECTION
      506.

                	
                  Application
      of Money Collected

                	
                  27

                
	
                  SECTION
      507.

                	
                  Limitation
      on Suits

                	
                  27

                
	
                  SECTION
      508.

                	
                  Unconditional
      Right of Holders to Receive Principal, remium and Interest

                	
                  28

                
	
                  SECTION
      509.

                	
                  Restoration
      of Rights and Remedies

                	
                  28

                
	
                  SECTION
      510.

                	
                  Rights
      and Remedies Cumulative

                	
                  28

                
	
                  SECTION
      511.

                	
                  Delay
      or Omission Not Waiver

                	
                  29

                
	
                  SECTION
      512.

                	
                  Control
      by Holders

                	
                  29

                
	
                  SECTION
      513.

                	
                  Waiver
      of Past Defaults

                	
                  29

                
	
                  SECTION
      514.

                	
                  Undertaking
      for Costs

                	
                  30

                
	
                  SECTION
      515.

                	
                  Waiver
      of Usury, Stay or Extension Laws

                	
                  30

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      SIX

                	 
      
	 
      	 
      	 
      
	 
      	
                  THE
      TRUSTEE

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      601.

                	
                  Certain
      Duties and Responsibilities

                	
                  30

                
	
                  SECTION
      602.

                	
                  Notice
      of Defaults

                	
                  30

                
	
                  SECTION
      603.

                	
                  Certain
      Rights of Trustee

                	
                  31

                
	
                  SECTION
      604.

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  31

                
	
                  SECTION
      605.

                	
                  May
      Hold Securities

                	
                  32

                
	
                  SECTION
      606.

                	
                  Money
      Held in Trust

                	
                  32

                
	
                  SECTION
      607.

                	
                  Compensation
      and Reimbursement

                	
                  32

                
	
                  SECTION
      608.

                	
                  Conflicting
      Interests

                	
                  32

                
	
                  SECTION
      609.

                	
                  Corporate
      Trustee Required

                	
                  33

                
	
                  SECTION
      610.

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  33

                
	
                  SECTION
      611.

                	
                  Acceptance
      of Appointment by Successor

                	
                  34

                
	
                  SECTION
      612.

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  35

                
	
                  SECTION
      613.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  35

                
	
                  SECTION
      614.

                	
                  Appointment
      of Authenticating Agent

                	
                  36

                
	 
      	 
      	 
      


        


        
           

          
             


            
              

            

          

           

        


        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      SEVEN

                	 
      
	 
      	 
      	 
      
	 
      	
                  HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      701.

                	
                  Company
      to Furnish Trustee Names and Addresses of Holders

                	
                  37

                
	
                  SECTION
      702.

                	
                  Preservation
      of Information; Communications to Holders

                	
                  37

                
	
                  SECTION
      703.

                	
                  Reports
      by Trustee

                	
                  38

                
	
                  SECTION
      704.

                	
                  Reports
      by Company

                	
                  38

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      EIGHT

                	 
      
	 
      	 
      	 
      
	 
      	
                  CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      801.

                	
                  Company
      May Consolidate, Etc., Only on Certain Terms

                	
                  38

                
	
                  SECTION
      802.

                	
                  Successor
      Substituted

                	
                  38

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      NINE

                	 
      
	 
      	 
      	 
      
	 
      	
                  SUPPLEMENTAL
      INDENTURES

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      901.

                	
                  Supplemental
      Indentures Without Consent of Holders

                	
                  39

                
	
                  SECTION
      902.

                	
                  Supplemental
      Indentures With Consent of Holders

                	
                  40

                
	
                  SECTION
      903.

                	
                  Execution
      of Supplemental Indentures

                	
                  41

                
	
                  SECTION
      904.

                	
                  Effect
      of Supplemental Indentures

                	
                  42

                
	
                  SECTION
      905.

                	
                  Conformity
      with Trust Indenture Act

                	
                  42

                
	
                  SECTION
      906.

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  42

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      TEN

                	 
      
	 
      	 
      	 
      
	 
      	
                  COVENANTS

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      1001.

                	
                  Payment
      of Principal, Premium and Interest

                	
                  42

                
	
                  SECTION
      1002.

                	
                  Maintenance
      of Office or Agency

                	
                  42

                
	
                  SECTION
      1003.

                	
                  Money
      for Securities Payments to Be Held in Trust

                	
                  43

                
	
                  SECTION
      1004.

                	
                  Statement
      by Officers as to Default

                	
                  44

                
	
                  SECTION
      1005.

                	
                  Existence

                	
                  44

                
	
                  SECTION
      1006.

                	
                  Maintenance
      of Properties

                	
                  44

                
	
                  SECTION
      1007.

                	
                  Payment
      of Taxes and Other Claims

                	
                  44

                
	
                  SECTION
      1008.

                	
                  Waiver
      of Certain Covenants

                	
                  45

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      ELEVEN

                	 
      
	 
      	 
      	 
      
	 
      	
                  REDEMPTION
      OF SECURITIES

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      1101.

                	
                  Applicability
      of Article

                	
                  45

                
	
                  SECTION
      1102.

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  45

                
	
                  SECTION
      1103.

                	
                  Selection
      by Trustee of Securities to Be Redeemed

                	
                  45

                
	
                  SECTION
      1104.

                	
                  Notice
      of Redemption

                	
                  46

                
	
                  SECTION
      1105.

                	
                  Deposit
      of Redemption Price

                	
                  47

                


        


        
          
             


          

          
             


            
              

            

          

           

        


        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      SEVEN

                	 
      
	 
      	 
      	 
      
	 
      	
                  HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      701.

                	
                  Company
      to Furnish Trustee Names and Addresses of Holders

                	
                  37

                
	
                  SECTION
      702.

                	
                  Preservation
      of Information; Communications to Holders

                	
                  37

                
	
                  SECTION
      703.

                	
                  Reports
      by Trustee

                	
                  38

                
	
                  SECTION
      704.

                	
                  Reports
      by Company

                	
                  38

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      EIGHT

                	 
      
	 
      	 
      	 
      
	 
      	
                  CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      801.

                	
                  Company
      May Consolidate, Etc., Only on Certain Terms

                	
                  38

                
	
                  SECTION
      802.

                	
                  Successor
      Substituted

                	
                  38

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      NINE

                	 
      
	 
      	 
      	 
      
	 
      	
                  SUPPLEMENTAL
      INDENTURES

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      901.

                	
                  Supplemental
      Indentures Without Consent of Holders

                	
                  39

                
	
                  SECTION
      902.

                	
                  Supplemental
      Indentures With Consent of Holders

                	
                  40

                
	
                  SECTION
      903.

                	
                  Execution
      of Supplemental Indentures

                	
                  41

                
	
                  SECTION
      904.

                	
                  Effect
      of Supplemental Indentures

                	
                  42

                
	
                  SECTION
      905.

                	
                  Conformity
      with Trust Indenture Act

                	
                  42

                
	
                  SECTION
      906.

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  42

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      TEN

                	 
      
	 
      	 
      	 
      
	 
      	
                  COVENANTS

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      1001.

                	
                  Payment
      of Principal, Premium and Interest

                	
                  42

                
	
                  SECTION
      1002.

                	
                  Maintenance
      of Office or Agency

                	
                  42

                
	
                  SECTION
      1003.

                	
                  Money
      for Securities Payments to Be Held in Trust

                	
                  43

                
	
                  SECTION
      1004.

                	
                  Statement
      by Officers as to Default

                	
                  44

                
	
                  SECTION
      1005.

                	
                  Existence

                	
                  44

                
	
                  SECTION
      1006.

                	
                  Maintenance
      of Properties

                	
                  44

                
	
                  SECTION
      1007.

                	
                  Payment
      of Taxes and Other Claims

                	
                  44

                
	
                  SECTION
      1008.

                	
                  Waiver
      of Certain Covenants

                	
                  45

                
	 
      	 
      	 
      
	 
      	
                  ARTICLE
      ELEVEN

                	 
      
	 
      	 
      	 
      
	 
      	
                  REDEMPTION
      OF SECURITIES

                	 
      
	 
      	 
      	 
      
	
                  SECTION
      1101.

                	
                  Applicability
      of Article

                	
                  45

                
	
                  SECTION
      1102.

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  45

                
	
                  SECTION
      1103.

                	
                  Selection
      by Trustee of Securities to Be Redeemed

                	
                  45

                
	
                  SECTION
      1104.

                	
                  Notice
      of Redemption

                	
                  46

                
	
                  SECTION
      1105.

                	
                  Deposit
      of Redemption Price

                	
                  47

                


        



    

    
       

      
        
          

        

      

       

    


    INDENTURE, dated as of
________________, between M/I Homes, Inc., a corporation duly organized and
existing under the laws of the State of Ohio (herein called the “Company”),
having its principal office at 3 Easton Oval, Suite 500, Columbus, Ohio 43219,
and _______________________, as Trustee (herein called the
“Trustee”).

    


    RECITALS
OF THE COMPANY

    


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

    


    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 agreed, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, 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;

            


    

    


    
      	
              (3)

            	
              all
      accounting terms not otherwise defined herein have the meanings assigned
      to them in accordance with generally accepted accounting principles, and,
      except as otherwise herein expressly provided, the term “generally
      accepted accounting principles” with respect to any computation required
      or permitted hereunder shall mean such accounting principles as are
      generally accepted at the date of such
  computation;

            


    

    


    
      	
              (4)

            	
              unless
      the context otherwise requires, any reference to an “Article” or a
      “Section” refers to an Article or a Section, as the case may be, of this
      Indenture; and

            


    

    


    
      	
              (5)

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

            


    

    


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

    


    “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 Person
authorized by the Trustee pursuant to Section 614 to act on behalf of the
Trustee to authenticate Securities of one or more series.

    


    “Board of Directors” means either the
board of directors of the Company or any duly authorized committee of that
board.

    


    “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, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
are authorized or obligated by law or executive order to close.

    


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

    


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

    


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

    


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

    


    “Corporate Trust Office” means the
designated office of the Trustee at which at any particular time its corporate
trust business shall be administered.

    


    “Corporation” means a corporation,
association, company, joint-stock company, limited liability company or business
trust.

    


    “Covenant Defeasance” has the meaning
specified in Section 1303.

    


    “Debt” means (without duplication and
without regard to any portion of principal amount that has not accrued and to
any interest component thereof (whether accrued or imputed) that is not due and
payable) with respect to any Person, whether recourse is to all or a portion of
the assets of such Person and whether or not contingent, (i) every obligation of
such Person for money borrowed; (ii) every obligation of such Person evidenced
by bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of such Person with respect to letters of
credit, bankers’ acceptances or similar facilities issued for the account of
such Person; (iv) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business); (v)
every capital lease obligation of such Person; and (vi) every obligation of the
type referred to in clauses (i) through (v) of another Person and all dividends
of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable, directly or indirectly, as obligor or
otherwise.

    


    “Defaulted Interest” has the meaning
specified in Section 307.

    


    “Defeasance” has the meaning specified
in Section 1302.

    


    “Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more
Global Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section
301.

    


    “Event of Default” has the meaning
specified in Section 501.

    


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

    


    “Expiration Date” has the meaning
specified in Section 104.

    


    “Global Security” means a Security that
evidences all or part of the Securities of any series and bears the legend set
forth in Section 203 (or such legend as may be specified as contemplated by
Section 301 for such Securities).

    


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

    


    “Indenture” means this instrument as
originally executed and as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section
301.

    


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

    


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

    


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

    


    “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, call for
redemption or otherwise.

    


    “Notice of Default” means a written
notice of the kind specified in Section 501(5).

    


    “Officers’ Certificate” means a
certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
the President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers’ Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.

    


    “Opinion of Counsel” means a written
opinion of counsel, who may be counsel for the Company, and who shall be
acceptable to the Trustee.

    


    “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:

    


    
      	
              (1)

            	
              Securities
      theretofore cancelled by the Trustee or delivered to the Trustee for
      cancellation;

            


    

    


    
      	
              (2)

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

            


    

    


    
      	
              (3)

            	
              Securities
      as to which Defeasance has been effected pursuant to Section 1302;
      and

            


    

    


    
      	
              (4)

            	
              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, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 502, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 301, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above, of
the amount determined as provided in such Clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, 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 any premium or interest on
any Securities on behalf of the Company.

    


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

    


    “Place of Payment”, when used with
respect to the Securities of any series, means the place or places where the
principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 301.

    


    “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 shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.

    


    “Redemption Date”, when used with
respect to any Security to be redeemed, 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.

    


    “Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by
Section 301.

    


    “Responsible Officer”, when used with
respect to the Trustee, means the chairman or any vice-chairman of the board of
directors, the chairman or any vice-chairman of the executive committee of the
board of directors, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

    


    “Securities” has the meaning stated in
the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

    


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

    


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

    


    “Senior Indebtedness” means the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company to the extent that such claim for
post-petition interest is allowed in such proceeding), on Debt, whether incurred
on or prior to the date of this Indenture or thereafter incurred, unless in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not superior in right or
payment to the Securities, or to other Debt which is pari passu with, or
subordinated to the Securities; provided, however, that
Senior Indebtedness shall not be deemed to include the Securities.

    


    “Special Record Date” for the payment
of any Defaulted Interest 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 as the fixed date on which
the principal of such Security or such installment of principal or interest is
due and payable.

    


    “Subsidiary” means a corporation more
than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries.  For the purposes of this
definition, “voting stock” means stock which ordinarily has 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” means the Trust
Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

    


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

    


    “U.S. Government Obligation” has the
meaning specified in Section 1304.

    


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

    


    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 such certificates and opinions as may
be required under the Trust Indenture Act.  Each such certificate or
opinion shall be given in the form of an Officers’ Certificate, if to be given
by an officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

    


    Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (except for certificates provided for in Section 1004) shall
include,

    


    
      	
              (1)

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

            


    

    


    
      	
              (2)

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

            


    

    


    
      	
              (3)

            	
              a
      statement that, in the opinion of each such 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 covenant or condition 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 with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.

    


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

    


    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; Record Dates.

    


    Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

    


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

    


    The ownership of Securities shall be
proved by the Security Register.

    


    Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security
shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

    


    The Company may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series,
provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next
paragraph.  If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date,
and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date.  Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken.  Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

    


    The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice of Default,
(ii) any declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to Securities of
such series.  If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date.  Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken.  Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

    


    With respect to any record date set
pursuant to this Section, the party hereto which sets such record dates may
designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the
existing Expiration Date.  If an Expiration Date is not designated
with respect to any record date set pursuant to this Section, the party hereto
which set such record date shall be deemed to have initially designated the
180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this
paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

    


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

    


    


    SECTION
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.

    


    (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 instrument or at
any other address furnished in writing to the Trustee by the
Company.

    


    


    SECTION
106.  Notice to
Holders; Waiver.

    


    Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such
notice.  In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.  Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

    


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

    


    


    SECTION
107.  Conflict with
Trust Indenture Act.

    


    If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act which is
required under such Act to be a part of and govern this Indenture, the provision
of the Trust Indenture Act shall control.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the provision of the Trust Indenture Act shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

    


    


    SECTION
108.  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
109.  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
110.  Separability
Clause.

    


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

    


    


    SECTION
111.  Benefits of
Indenture.

    


    Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

    


    


    SECTION
112.  Governing
Law.

    


    This Indenture and the Securities shall
be governed by and construed in accordance with the law of the State of
_____________.

    


    


    SECTION
113.  Legal
Holidays.

    


    In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated
Maturity.

    


    


    ARTICLE
TWO

    


    SECURITY
FORMS

    


    SECTION
201.  Forms
Generally.

    


    The Securities of each series shall be
in such form as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution
thereof.  If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

    


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

    


    


    SECTION
202.  Form of
Trustee’s Certificate of Authentication.

    


    The Trustee’s certificates 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.

    


    


    ______________,
as Trustee

    


    


    


    By                         

                              
Authorized Officer

    


    


    SECTION
203.  Form of Legend
for Global Securities.

    


    Unless otherwise specified as
contemplated by Section 301 for the Securities evidenced thereby, every Global
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

    


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

    


    


    SECTION
204.  Securities in
Global Form.

    


    If Securities of any series are
issuable as Global Securities, as specified as contemplated by Section 301,
then, notwithstanding the provisions of Section 301, 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 reduced to reflect exchanges.  Any
endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities of such series 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 Section
304.  Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Global Security 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 or delivery or redelivery of a Global
Security 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 Global Security if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Global Security 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
Sections 201 and 307, unless otherwise specified as contemplated by Section 301,
payment of principal of and any premium and interest on any Global Security
shall be made to the Person or Persons specified therein.

    


    Notwithstanding the provisions of
Section 308 and except as provided in the preceding paragraph, the Company, the
Trustee and any agent of the Company and the Trustee shall treat a Person as the
Holder of such principal amount of Outstanding Securities represented by a
Global Security as shall be specified in a written statement of the Holder of
such Global Security.

    


    


    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 may be issued in one or
more series.  There shall be established in or pursuant to a Board
Resolution 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,

    


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

    


    (2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered
hereunder);

    


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

    


    (4)           the
date or dates on which the principal of any Securities of the series is
payable;

    


    (5)           the
rate or rates at which any Securities of the series shall bear interest, if any,
the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date;

    


    (6)           the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable or where the Securities of the series
may be surrendered for conversion or exchange;

    


    (7)           the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;

    


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

    


    (9)           the
right, if any, to extend the interest payment periods in respect of the
Securities of the series and the duration of such extension;

    


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

    


    (11)           if
the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts shall be determined;

    


    (12)           if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 101;

    


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

    


    (14)           if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 502;

    


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

    


    (16)           if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be
evidenced;

    


    (17)           if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 203 and any circumstances in addition to or in
lieu of those set forth in Clause (2) of the last paragraph of Section 305 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

    


    (18)           any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;

    


    (19)           any
addition to or change in the covenants set forth in Article Ten which applies to
Securities of the series;

    


    (20)           any
restriction or condition on the transferability of the Securities;

    


    (21)           the
subordination terms of the Securities of the series;

    


    (22)           any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5));
and

    


    (23)           the
terms of any right to convert or exchange Securities of the series, either at
the election of the Holder thereof or the Company, into or for shares of Common
Stock of the Company or other securities or property, including, without
limitation, the period or periods within which and the price or prices
(including adjustments thereto) at which any Securities of the series shall be
converted or exchanged, in whole or in part and any other provision in addition
to or in lieu of those set forth in this Indenture.

    


    All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental
hereto.

    


    If any of the terms of the series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate setting forth the terms of the
series.

    


    


    SECTION
302.  Denominations.

    


    The Securities of each series shall be
issuable only in registered form without coupons and only in such denominations
as shall be specified as contemplated by Section 301.  In the absence
of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof.

    


    


    SECTION
303.  Execution,
Authentication, Delivery and Dating.

    


    The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its Vice Chairman of the
Board, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries.  The signature of any of these officers on the Securities
may be manual or facsimile.

    


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

    


    At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities
of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities.  If the form or terms of the
Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, prior to authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

    


    (1)           if
the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;

    


    (2)           if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and

    


    (3)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.

    


    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 or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

    


    Notwithstanding the provisions of
Section 301 and of the preceding paragraph, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to deliver
the Officers’ Certificate otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be
issued.

    


    Each Security shall be dated the date
of its authentication.

    


    No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, 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.

    


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

    


    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, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.  Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and
tenor.

    


    


    SECTION
305.  Registration,
Registration of Transfer and Exchange.

    


    The Company shall cause to be kept at
the Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities.  The Trustee is hereby appointed “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein
provided.

    


    Upon surrender for registration of
transfer of any Security of a series at the office or agency of the Company in a
Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

    


    At the option of the Holder, Securities
of any series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or
agency.  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.

    


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

    


    Every Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the
Company or the Trustee) 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 or 1107 not
involving any transfer.

    


    If the Securities of any series (or of
any series and specified tenor) are to be redeemed in part, the Company shall
not be required (A) to issue, register the transfer of or exchange any
Securities of that series (or of that series and specified tenor, as the case
may be) during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of any such Securities selected for
redemption under Section 1103 and ending at the close of business on the day of
such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

    


    The provisions of Clauses (1), (2), (3)
and (4) below shall apply only to Global Securities:

    


    (1)           Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Indenture.

    


    (2)           Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have occurred
and be continuing an Event of Default with respect to such Global Security or
(C) there shall exist such circumstances, if any, in addition to or in lieu of
the foregoing as have been specified for this purpose as contemplated by Section
301.

    


    (3)           Subject
to Clause (2) above, any exchange of a Global Security for other Securities may
be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

    


    (4)           Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

    


    


    SECTION
306.  Mutilated,
Destroyed, Lost and Stolen Securities.

    


    If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

    


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

    


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

    


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

    


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

    


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

    


    


    SECTION
307.  Payment of
Interest; Interest Rights Preserved.

    


    Except as otherwise provided as
contemplated by Section 301 with respect to any series of Securities, interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

    


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

    


    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause
provided.  Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of such series in
the manner set forth in Section 106, 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 so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

    


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

    


    Subject to the foregoing provisions of
this Section, 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.  Persons Deemed
Owners.

    


    Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

    


    


    SECTION
309.  Cancellation.

    


    All Securities surrendered for payment,
redemption, 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 shall be promptly cancelled 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
cancelled by the Trustee.  No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled
Securities held by the Trustee shall be disposed of in accordance with the
Trustee’s standard procedures unless directed otherwise by a Company
Order.

    


    


    SECTION
310.  Computation of
Interest.

    


    Except as otherwise specified as
contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

    


    


    ARTICLE
FOUR

    


    SATISFACTION
AND DISCHARGE

    


    SECTION
401.  Satisfaction
and Discharge of Indenture.

    


    This Indenture shall upon Company
Request cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when

    


    (1)           either

    


    (A)           all
Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or

    


    (B)           all
such Securities 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)           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 deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest 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 have been complied
with.

    


    Notwithstanding the satisfaction and
discharge of this Indenture, the rights of the Trustee under Sections 507(3),
601 and 603, the obligations of the Company to the Trustee under Section 607,
the obligations of the Trustee to any Authenticating Agent under Section 614
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 Money.

    


    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 and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has been
deposited with the Trustee.  Money deposited pursuant to this Section
not in violation of this Indenture shall not be subject to claims of the holders
of Senior Indebtedness under Article Fourteen hereof.

    


    


    ARTICLE
FIVE

     

    REMEDIES

     

    SECTION
501.  Events of
Default.

     

    “Event of Default”, wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
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 when it becomes
due and payable, and continuance of such default for a period of 30 days
(whether or not such payment is prohibited by the subordination provisions set
forth in Article Fourteen hereof); provided, however, that a
valid extension of an interest payment period by the Company in accordance with
the terms of any indenture supplemental hereto shall not constitute a default in
the payment of interest for this purpose; or

     

    (2)           default
in the payment of the principal of or any premium on any Security of that series
at its Maturity (whether or not such payment is prohibited by the subordination
provisions set forth in Article Fourteen hereof); or

     

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

     

    (4)           if
the Securities of that series are convertible or exchangeable into or for shares
of Common Stock of the Company or other securities, cash or other property
pursuant to any supplemental indenture, Board Resolution or other instrument
authorizing Securities of that series, failure by the Company to convert such
Securities (whether or not such conversion or exchange is prohibited by the
subordination provisions set forth in Article Fourteen hereof); or

     

    (5)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or breach
for a period of 90 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 10% 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

     

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

     

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

     

    (8)           a
default under any bond, debenture, note or other evidence of indebtedness for
money borrowed by the Company (including a default with respect to Securities of
any series other than that series), or under any mortgage, indenture or
instrument (including this Indenture) under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the Company, having an aggregate principal amount outstanding of at least $25
million, whether such indebtedness now exists or shall hereafter be created,
which default (A) shall constitute a failure to pay any portion of the principal
of such indebtedness when due and payable after the expiration of any applicable
grace period with respect thereto or (B) shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without, in the case of
Clause (A), such indebtedness having been discharged or without, in the
case of Clause (B), such indebtedness having been discharged or such
acceleration having been rescinded or annulled, in each such case within a
period of 10 days after there shall have 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 10% in principal amount of the Outstanding Securities of
that series a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled, as the case may be, and stating that such notice is a
“Notice of Default” hereunder; provided, however, that,
subject to the provisions of Section 601 and 602, the Trustee shall not be
deemed to have knowledge of such default unless either (A) a Responsible
Officer of the Trustee shall have actual knowledge of such default or
(B) the Trustee shall have received written notice thereof from the
Company, from any Holder, from the holder of any such indebtedness or from the
trustee under any such mortgage, indenture or other instrument; or

     

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

     

    


     

    SECTION
502.  Acceleration
of Maturity; Rescission and Annulment.

    


    If an Event of Default (other than an
Event of Default specified in Section 501(6) or 501(7)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and
payable.  If an Event of Default specified in Section 501(6) or 501(7)
with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

    


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

    


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

    


    (A)           all
overdue interest on all Securities of that series,

    


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

    


    (C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor 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
non-payment of the principal of 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 interest on any Security 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
at the Maturity thereof,

    


    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor 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 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 under this Indenture 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 Proof of Claim.

    


    In case of any judicial proceeding
relative to the Company (or any other obligor upon the Securities), its property
or its creditors, the Trustee shall be entitled and empowered, by intervention
in such proceeding or otherwise, to take any and all actions authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding.  In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

    


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

    


    


    SECTION
505.  Trustee May
Enforce Claims Without Possession of Securities.

    


    All rights of action and claims under
this Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding 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 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 any premium or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

    


    FIRST:  To
the payment of all amounts due the Trustee under Section 607;

    


    SECOND:  To
the payment of all Senior Indebtedness of the Company to the extent required by
Article Fourteen hereof;

    


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

    


    FOURTH:  To
the payment of the remainder, if any, to the Company.

    


    


    SECTION
507.  Limitation on
Suits.

    


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

    


    (1)           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 of such
Holders.

    


    


    SECTION
508.  Unconditional
Right of Holders to Receive Principal, Premium and Interest.

    


    Notwithstanding any other provision in
this Indenture, but subject to Article Fourteen of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, 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 has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been
instituted.

    


    


    SECTION
510.  Rights and
Remedies Cumulative.

    


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

    


    


    SECTION
511.  Delay or
Omission Not Waiver.

    


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

    


    


    SECTION
512.  Control by
Holders.

    


    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)           such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in connection therewith,
and

    


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

    


    


    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 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 any premium or interest on any Security of
such series, 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 impair any right consequent
thereon.

    


    


    SECTION
514.  Undertaking
for Costs.

    


    In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.

    


    


    SECTION
515.  Waiver of
Usury, 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
usury, 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.  Certain Duties
and Responsibilities.

    


    The duties and responsibilities of the
Trustee shall be as provided by the Trust Indenture
Act.  Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.  Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

    


    


    SECTION
602.  Notice of
Defaults.

    


    If a default occurs hereunder with
respect to Securities of any series and is known to the Trustee, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that in
the case of any default of the character specified in Section 501(3) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof.  For the purpose
of this Section, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

    


    


    SECTION
603.  Certain Rights
of Trustee.

    


    Subject to the provisions of Section
601:

    


    (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, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

    


    (2)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board
of Directors shall 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 an Officers’
Certificate;

    


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

    


    (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
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, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;
and

    


    (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.

    


    


    SECTION
604.  Not
Responsible for Recitals or Issuance of Securities.

    


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

    


    


    SECTION
605.  May Hold
Securities.

    


    The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

    


    


    SECTION
606.  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
607.  Compensation
and Reimbursement.

    


    The Company agrees

    


    (1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (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 the 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 failure to act in accordance with its obligations under the
Trust Indenture Act or its bad faith; and

    


    (3)           to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense 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, except any such loss,
liability or expense as may be attributable to the Trustee’s failure to act in
accordance with its obligations under the Trust Indenture Act or its bad
faith.

    


    


    SECTION
608.  Conflicting
Interests.

    


    If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.  To the extent permitted by such Act, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.

    


    


    SECTION
609.  Corporate
Trustee Required.

    


    There shall at all times be one (and
only one) Trustee hereunder with respect to the Securities of each series, which
may be Trustee hereunder for Securities of one or more other
series.  Each Trustee shall be a Person that is eligible pursuant to
the Trust Indenture Act to act as such and that has a combined capital and
surplus of at least $50,000,000.  If any such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at
any time the Trustee with respect to the Securities of any series shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

    


    


    SECTION
610.  Resignation
and Removal; Appointment of Successor.

    


    No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

    


    The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof
to the Company.  If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.

    


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

    


    If at any time:

    


    (1)           the
Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or

    


    (2)           the
Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder,
or

    


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

    


    then, in
any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

    


    If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 611.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company.  If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder 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 the Securities of such
series.

    


    The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series to all Holders of Securities of such series in the
manner provided in Section 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
611.  Acceptance of
Appointment by Successor.

    


    In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of all sums owed to the Trustee under Section 607,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and, unless applied to the
payment of sums owed to the Trustee under Section 607. shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

    


    In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
instrument or 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 instrument or supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.

    


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

    


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

    


    


    SECTION
612.  Merger,
Conversion, Consolidation or Succession to Business.

    


    Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

    


    


    SECTION
613.  Preferential
Collection of Claims Against Company.

    


    If and when the Trustee shall be or
become a creditor of the Company (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Company (or any such other
obligor).

    


    


    SECTION
614.  Appointment of
Authenticating Agent.

    


    The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, 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 any further act on the part of the Trustee
or the Authenticating Agent.

    


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

    


    The Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section, and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.

    


    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 the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following
form:

    


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

    


    ______________,
as Trustee

    


    


    


    By                                                          

                            As Authenticating
Agent

    


    


    By                                                                              

                               Authorized
Officer

    


    


    ARTICLE
SEVEN

    


    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

    


    SECTION
701.  Company to
Furnish Trustee Names and Addresses  of Holders.

    


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

    


    (1)           semi-annually,
not later than _______________and ___________in each year, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders
of Securities of each series as of the preceding __________or _______________,
as the case may be, and

    


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

    


    excluding from any such list
names and addresses received by the Trustee in its capacity as Security
Registrar.  If there are no names or addresses in addition to those
received by the Trustee in its capacity as Security Registrar, the Company need
not furnish any list pursuant to this Section 701.

    


    


    SECTION
702.  Preservation
of Information; Communications to Holders.

    


    The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in
its capacity as Security Registrar.  The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

    


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

    


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

    


    


    SECTION
703.  Reports by
Trustee.

    


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

    


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

    


    


    SECTION
704.  Reports by
Company.

    


    The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant
to

    the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

    


    


    ARTICLE
EIGHT

    


    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

    


    


    SECTION
801.  Company May
Consolidate, Etc., Only on Certain Terms.

    


    The Company shall not consolidate with
or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the Company shall not
permit any Person to consolidate with or merge into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the
Company, unless:

    


    (1)           in
case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly existing under
the laws of the United States of America, any State thereof or the District of
Columbia and 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 any premium and interest on all
the Securities and the performance or observance 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 and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing; and

    


    (3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture complies with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

    


    


    SECTION
802.  Successor
Substituted.

    


    Upon any consolidation of the Company
with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

    


    


    ARTICLE
NINE

    


    SUPPLEMENTAL
INDENTURES

    


    SECTION
901.  Supplemental
Indentures Without Consent of Holders.

    


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

    


    (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;
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 additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or

    


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

    


    (5)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or

    


    (6)           to
establish the form or terms of Securities of any series as permitted by Sections
201 and 301; or

    


    (7)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or

    


    (8)           to
make provision with respect to the conversion rights of Holders, including
providing for the conversion of the Securities into any security or property
(other than the Common Stock of the Company); or

    


    (9)           to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or 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 pursuant to this Clause (9) shall not adversely affect the interests of
the Holders of Securities of any series 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 the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

    


    (1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502, or adversely affect any right of
repayment at the option of a Holder of any Security, or reduce the amount of, or
postpone the date fixed for, the payment of any sinking fund or analogous
obligation, or change any Place of Payment where, or the coin or 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, on or after the
Redemption Date), or

    


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

    


    (3)           modify
any of the provisions of this Section, Section 513 or Section 1008, 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; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in accordance with
the requirements of Sections 611 and 901(7), or

    


    (4)           make
any change that adversely affects the right to convert any Security of any
series pursuant to Section 301 (except as permitted by Section 901) or decrease
the conversion rate or increase the conversion price of any such Security of
such series, or

    


    (5)           make
any change in Article Fourteen hereof that adversely affects the rights of any
Holders of Outstanding Securities of such series.

    


    


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

    


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

    


    


    SECTION
903.  Execution of
Supplemental Indentures.

    


    Prior to executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trust created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) 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 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.

    


    


    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.

    


    


    ARTICLE
TEN

    


    COVENANTS

    


    SECTION
1001.  Payment of
Principal, Premium and Interest.

    


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

    


    


    SECTION
1002.  Maintenance
of Office or Agency.

    


    The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer, exchange or
conversion 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 such office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

    


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

    


    


    SECTION
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 Securities, it will, on or
before each due date of the principal of or any premium or interest on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal and any
premium and interest 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, it will, prior to each due date
of the principal of or any premium or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

    


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

    


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

    


    Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the
principal of or any premium or interest on 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 on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
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.  Statement by
Officers as to Default.

    


    The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company ending
after the date hereof, an Officers’ Certificate complying with Section 314(a)(4)
of the Trust Indenture Act, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

    


    


    SECTION
1005.  Existence.

    


    Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and franchises;
provided, however, that
the Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the
Holders.

    


    


    SECTION
1006.  Maintenance
of Properties.

    


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

    


    


    SECTION
1007.  Payment of
Taxes and Other Claims.

    


    The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

    


    


    SECTION
1008.  Waiver of
Certain Covenants.

    


    Except as otherwise specified as
contemplated by Section 301 for Securities of such series, the Company may, with
respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 301(19), 901(2) or 901(6) for the benefit of the Holders of
such series or in either of Sections 1006 and 1007, if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

    


    


    


    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 such Securities) 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 a Board Resolution or in another manner
specified as contemplated by Section 301 for such Securities.  In case
of any redemption at the election of the Company of less than all the Securities
of any series (including any such redemption affecting only a single Security),
the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed.  In the case of any redemption of Securities 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 are to be redeemed (unless all the Securities of such series and of a
specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of a portion of the principal amount of any
Security of such series, provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.  If less than all the Securities of such series and
of a specified tenor are to be redeemed (unless such redemption affects only a
single Security), 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 and specified tenor not previously called
for redemption in accordance with the preceding sentence.

    


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

    


    The provisions of the two preceding
paragraphs shall not apply with respect to any redemption affecting only a
single Security, whether such Security is to be redeemed in whole or in
part.  In the case of any such redemption in part, the unredeemed
portion of the principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.

    


    If Securities of any series selected
for partial redemption are converted in part before termination of the
conversion right with respect to the portion of the Securities of such series so
selected, the converted portion of the Securities of such series shall be deemed
(so far as may be) to be the portion selected for
redemption.  Securities (or portions thereof) which have been
converted during a selection of Securities of such series to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such
selection.  In any case where more than one Security of such series is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security of such series.

    


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

    


    


    SECTION
1104.  Notice of
Redemption.

    


    Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

    


    All notices of redemption shall
state:

    


    
      	
              (1)

            	
              the
      Redemption Date,

            


    

    


    
      	
              (2)

            	
              the
      Redemption Price,

            


    

    


    
      	
              (3)

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

            


    

    


    
      	
              (4)

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

            


    

    


    
      	
              (5)

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

            


    

    


    
      	
              (6)

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

            


    

    


    
      	
              (7)

            	
              if
      applicable, the conversion rate or price, the date on which the right to
      convert the Securities of such series to be redeemed will terminate and
      the place or places where such Securities may be surrendered for
      conversion.

            


    

    


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

    


    


    SECTION
1105.  Deposit of
Redemption Price.

    


    Prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that
date.

    


    If any Security called for redemption
is converted into Common Stock of the Company, any money deposited with the
Trustee or with any Paying Agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company upon Company Request
or, if then held by the Company, shall be discharged from such
trust.

    


    


    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, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest.  Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

    


    If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and
any premium shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Security.

    


    


    SECTION
1107.  Securities
Redeemed in Part.

    


    Any Security which is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or 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 and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

    


    


    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 any series
except as otherwise specified as contemplated by Section 301 for such
Securities.

    


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

    


    


    SECTION
1202.  Satisfaction
of Sinking Fund Payments with Securities.

    


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

    


    


    SECTION
1203.  Redemption of
Securities for Sinking Fund.

    


    Not less than 45 days prior to each
sinking fund payment date for any Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered.  Not less than 30 days
prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 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

    


    DEFEASANCE
AND COVENANT DEFEASANCE

    


    SECTION
1301.  Company’s
Option to Effect Defeasance or Covenant Defeasance.

    


    The Company may elect, at its option at
any time, to have Section 1302 or Section 1303 applied to any Securities or any
series of Securities, as the case may be, designated pursuant to Section 301 as
being defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article.  Any such
election shall be evidenced by a Board Resolution or in another manner specified
as contemplated by Section 301 for such Securities.

    


    


    
      	
               
      

            	
              SECTION
      1302.  Defeasance and
      Discharge.

            


    

    


    Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called “Defeasance”).  For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have satisfied all
its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities
when payments are due, (2) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this
Article.  Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

    


    


    SECTION
1303.  Covenant
Defeasance.

    


    Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, (1) the Company shall be released from its
obligations under Sections 1006 and 1007, and any covenants provided pursuant to
Section 301(19), 901(2) or 901(6) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(5)
(with respect to any of Sections 1006 and 1007, and any such covenants provided
pursuant to Section 301(19), 901(2) or 901(6)) and 501(8) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”).  For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
501(5)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

    


    


    SECTION
1304.  Conditions to
Defeasance or Covenant Defeasance.

    


    The following shall be the conditions
to the application of Section 1302 or Section 1303 to any Securities or any
series of Securities, as the case may be:

    


    
      	
              (1)

            	
              The
      Company shall irrevocably have deposited or caused to be deposited with
      the Trustee (or another trustee which satisfies the requirements
      contemplated by Section 609 and agrees to comply with the provisions of
      this Article applicable to it) as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefits of the Holders of such Securities, (A)
      money in an amount, or (B) U.S. Government Obligations which through
      the scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, in each case sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge, and
      which shall be applied by the Trustee (or any such other qualifying
      trustee) to pay and discharge, the principal of and any premium and
      interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Indenture and such
      Securities.  As used herein, “U.S. Government Obligation” means
      (x) any security which is (i) a direct obligation of the United States of
      America for the payment of which the full faith and credit of the United
      States of America is pledged or (ii) an obligation of a Person controlled
      or supervised by and acting as an agency or instrumentality of the United
      States of America the payment of which is unconditionally guaranteed as a
      full faith and credit obligation by the United States of America, which,
      in either case (i) or (ii), is not callable or redeemable at the option of
      the issuer thereof, and (y) any depositary receipt issued by a bank (as
      defined in Section 3(a)(2) of the Securities Act) as custodian with
      respect to any U.S. Government Obligation which is specified in Clause (x)
      above and held by such bank for the account of the holder of such
      depositary receipt, or with respect to any specific payment of principal
      of or interest on any U.S. Government Obligation which is so specified and
      held, provided
      that (except as required by law) such custodian is not authorized to make
      any deduction from the amount payable to the holder of such depositary
      receipt from any amount received by the custodian in respect of the U.S.
      Government Obligation or the specific payment of interest evidenced by
      such depositary receipt.

            


    

    


    
      	
              (2)

            	
              In
      the event of an election to have Section 1302 apply to any Securities
      or any series of Securities, as the case may be, the Company shall have
      delivered to the Trustee an Opinion of Counsel stating that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling or (B) since the date of this instrument,
      there has been a change in the applicable Federal income tax law, in
      either case (A) or (B) to the effect that, and based thereon such opinion
      shall confirm that, the Holders of such Securities will not recognize gain
      or loss for Federal income tax purposes as a result of the deposit,
      Defeasance and discharge to be effected with respect to such Securities
      and will be subject to Federal income tax on the same amounts, in the same
      manner and at the same times as would be the case if such deposit,
      Defeasance and discharge were not to
occur.

            


    

    


    
      	
              (3)

            	
              In
      the event of an election to have Section 1303 apply to any Securities or
      any series of Securities, as the case may be, the Company shall have
      delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Securities will not recognize gain or loss for Federal
      income tax purposes as a result of the deposit and Covenant Defeasance to
      be effected with respect to such Securities and will be subject to Federal
      income tax on the same amounts, in the same manner and at the same times
      as would be the case if such deposit and Covenant Defeasance were not to
      occur.

            


    

    


    
      	
              (4)

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

            


    

    


    
      	
              (5)

            	
              No
      event which is, or after notice or lapse of time or both would become, an
      Event of Default with respect to such Securities or any other Securities
      shall have occurred and be continuing at the time of such deposit or, with
      regard to any such event specified in Sections 501(6) and (7), at any time
      on or prior to the 90th day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until after
      such 90th day).

            


    

    


    
      	
              (6)

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

            


    

    


    
      	
              (7)

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

            


    

    


    
      	
              (8)

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

            


    

    


    
      	
              (9)

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

            


    

    


    
      	
              (10)

            	
              No
      default in the payment of the principal of and any premium and interest on
      any Senior Indebtedness beyond any applicable grace period shall have
      occurred and be continuing.

            


    

    


    
      	
              (11)

            	
              No
      other default with respect to any Senior Indebtedness shall have occurred
      and be continuing and shall have resulted in the acceleration of such
      Senior Indebtedness.

            


    

    


    


    SECTION
1305.  Deposited
Money and U.S. Government Obligations to be Held in Trust;

    Miscellaneous Provisions.

    


    Subject to the provisions of the last
paragraph of Section 1003, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1306, the Trustee and any such
other trustee are referred to collectively as the “Trustee”) pursuant to Section
1304 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

    


    The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 1304 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding
Securities.

    


    Anything in this Article to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or U.S. Government Obligations held
by it as provided in Section 1304 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

    


    


    SECTION
1306.  Reinstatement.

    


    If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 1302 or 1303 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
1305 with respect to such Securities in accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

    


    


    ARTICLE
FOURTEEN

    


    SUBORDINATION
OF SECURITIES

    


    SECTION
1401.  Securities
Subordinate to Senior Indebtedness.

    


    The Company covenants and agrees, and
each Holder, by the Holder’s acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article, the
indebtedness represented by the Security and the payment of the principal of and
premium and interest on each and all of the Securities are hereby expressly made
subordinate and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter incurred.  No provision of this Article shall
prevent the occurrence of any default or Event of Default
hereunder.

    


    


    SECTION
1402.  Payment Over
of Proceeds Upon Dissolution, Etc.

    


    Upon any payment by the Company or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
upon all Senior Indebtedness of the Company shall first be paid in full, or
payment thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal or of any premium or
interest on the Securities; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, 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 to receive from the Company, except for the provisions of this Article,
shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Company (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money’s worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Holders of the
Securities or to the Trustee.

    


    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, prohibited by the foregoing,
shall be received by the Trustee before all Senior Indebtedness of the Company
is paid in full, or provision is made for such payment in money in accordance
with its terms, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of such Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, and their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness of the Company, as the case may be, remaining unpaid to the
extent necessary to pay such Senior Indebtedness in full in money in accordance
with its terms, after giving effect to any concurrent payment or distribution to
or for the benefit of the holders of such Senior Indebtedness.

    


    For purposes of this Article only, the
words “cash, property or securities” shall not be deemed to include shares of
stock of the Company as reorganized or readjusted, or securities of the Company
or any other corporation provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all Senior
Indebtedness which may at the time be outstanding to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article.  The consolidation of the Company with, or
the merger of the Company into, another Person or the liquidation or dissolution
of the Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article Eight shall not be deemed a dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer such properties
and assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in Article Eight.

    


    


    SECTION
1403.  Prior Payment
to Senior Indebtedness Upon Acceleration of Securities.

    


    In the event that any Securities are
declared due and payable before their Stated Maturity, then and in such event
the holders of Senior Indebtedness shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Indebtedness
or provision shall be made for such payment in cash, before the Holders of the
Securities are entitled to receive any payment (including any payment which may
be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) by the Company on account
of the principal of or any premium or interest on the Securities or on account
of the purchase or other acquisition of Securities; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article Twelve by delivering and crediting pursuant
to Section 1202 Securities which have been acquired (upon redemption or
otherwise) prior to such declaration of acceleration.

    


    In the event that, notwithstanding the
foregoing, the Company shall make any payment to the Trustee or the Holder of
any Security prohibited by the foregoing provisions of this Section, and if such
fact shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.

    


    


    SECTION
1404.  No Payment
When Senior Indebtedness in Default.

    


    In the event and during the
continuation of any default by the Company in the payment of principal, premium,
interest or any other payment due on any Senior Indebtedness of the Company, as
the case may be, beyond any applicable grace period with respect thereto, or in
the event that the maturity of any Senior Indebtedness of the Company, as the
case may be, has been accelerated because of a default, then, in any such case,
no payment shall be made by the Company with respect to the principal (including
redemption and sinking fund payments) of, or premium, if any, or interest on the
Securities until such default is cured or waived or ceases to exist or any such
acceleration or demand for payment has been rescinded.

    


    In the event that, notwithstanding the
foregoing, any payment shall be received by the Trustee when such payment is
prohibited by the preceding paragraph of this Section 1404, such payment shall
be paid over or delivered to the Company.

    


    


    SECTION
1405.  Payment
Permitted in Certain Situations.

    


    Nothing contained in this Article or
elsewhere in this Indenture or in any of the Securities shall prevent (1) the
Company, at any time except during the pendency of any dissolution, winding-up,
liquidation or reorganization of the Company, whether voluntary or involuntary
or any bankruptcy, insolvency, receivership or other proceedings of the Company
referred to in Section 1402 or under the conditions described in Section 1403 or
1404, from making payments at any time of principal of, or premium, if any, or
interest on the Securities, or (2) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of,
or premium, if any, or interest on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have actual knowledge that such payment would have been prohibited by
the provisions of this Article.

    


    


    SECTION
1406.  Subrogation
to Rights of Holders of Senior Indebtedness.

    


    Subject to the payment in full of all
Senior Indebtedness or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the rights of the Holders of Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article (equally and ratably
with the holders of indebtedness of the Company which by its express terms is
subordinated to indebtedness of the Company to substantially the same extent as
the Securities are subordinated to the Senior Indebtedness and is entitled to
like rights of subrogation) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and any
premium and interest on the Securities shall be paid in full.  For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to or
for the benefit of the holders of Senior Indebtedness by Holders of Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior
Indebtedness.

    


    


    SECTION
1407.  Provisions
Solely to Define Relative Rights.

    


    The provisions of this Article are and
are intended solely for the purpose of defining the relative rights of the
Holders of Securities on the one hand and the holders of Senior Indebtedness on
the other hand.  Nothing contained in this Article or elsewhere in
this Indenture or in the Securities is intended to or shall (1) impair, as among
the Company, its creditors other than holders of Senior Indebtedness and the
Holders of Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of Securities the
principal of and any premium and interest on the Securities as and when the same
shall become due and payable in accordance with their terms; or (2) affect the
relative rights against the Company of the Holders of Securities and creditors
of the Company, as the case may be, other than the holders of Senior
Indebtedness; or (3) 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 of the holders
of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

    


    


    SECTION
1408.  Trustee to
Effectuate Subordination.

    


    Each Holder of a Security by such
Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article.

    


    


    SECTION
1409.  No Waiver of
Subordination Provisions.

    


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

    


    Without in any way limiting the
generality of the foregoing paragraph, the holders of Senior Indebtedness may,
at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of Securities, without incurring responsibility to the
Holders of Securities and without impairing or releasing the subordination
provided in this Article or the obligations hereunder of the Holders of
Securities to the holders of Senior Indebtedness do any one or more of the
following: (1) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness or otherwise amend or
supplement in any manner Senior Indebtedness or any instrument evidencing the
same or any agreement under which Senior Indebtedness is outstanding; (2) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (3) release any Person liable in any
manner for the collection of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company and any other
Person.

    


    


    SECTION
1410.  Notice to
Trustee.

    


    The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect
of any Securities pursuant to the provisions of this
Article.  Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of any Securities pursuant to the provisions of this
Article, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 602,
shall be entitled in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall have not received the notice provided for in this Section at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of or any premium or interest on any Securities), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

    


    Subject to the provisions of Section
602, 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 therefor) to establish that such notice has been given by a holder
of Senior Indebtedness (or a trustee therefor).  In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of 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, 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
1411.  Reliance on
Judicial Order or Certificate of Liquidating Agent.

    


    Upon any payment or distribution of
assets of the Company referred to in this Article, the Trustee, subject to the
provisions of Section 603, and the Holders of Securities shall be entitled to
conclusively 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, receiver, liquidating
trustee, custodian, 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, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

    


    


    SECTION
1412.  Trustee Not
Fiduciary for Holders of Senior Indebtedness.

    


    With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
or creditors if it shall in good faith pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

    


    


    SECTION
1413.  Rights of
Trustee as Holder of Senior Indebtedness,

    Preservation
of Trustee’s Rights.

    


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

    


    Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to Section
607.

    


    


    SECTION
1414.  Article
Applicable to Paying Agents.

    


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

    


    


    SECTION
1415.  Certain
Conversions Deemed Payment.

    


    For the purposes of this Article only,
(1) the issuance and delivery of junior securities (or cash paid in lieu of
fractional shares) upon conversion of Securities pursuant to the terms set forth
in an Officers’ Certificate or established in one or more indentures
supplemental hereto in accordance with Section 301, shall not be deemed to
constitute a payment or distribution on account of the principal of or premium
or interest on Securities or on account of the purchase or other acquisition of
Securities, and (2) the payment, issuance or delivery of cash, property or
securities (other than junior securities and cash paid in lieu of fractional
shares) upon conversion of a Security shall be deemed to constitute payment on
account of the principal of such Security.  For the purposes of this
Section, the term “junior securities” means (A) shares of any stock of any class
of the Company and (B) securities of the Company which are subordinated in right
of payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities are so subordinated as provided in this
Article.

    


    


    


    


    


    


    


    


    


    


    


    


    ____________________________________

    


    


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

    


    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.

    


    


    M/I HOMES, INC.

    


    


    By:                                                                               

    Print Name:                                                                           

    Title:                                                                           

    


    


    


    _____________________________,

    as Trustee

    


    


    By:                                                                           

    Print Name:                                                                           

    Title:                                                                           

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    STATE OF
OHIO                   )

    )  ss.:

    COUNTY OF
FRANKLIN    )

    


    


    On the ____ day of _________________,
before me personally came _______________, to me known, who, being by me duly
sworn, did depose and say that he/she is _______________ of M/I Homes, Inc., one
of the corporations described in and which executed the foregoing instrument;
that he/she 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/she signed his/her name
thereto by like authority.

    


    
      ____________________________________



     

     

     

            


    


    


    STATE OF
____________     )

    )  ss.:

    COUNTY OF
__________    )

    


    On the ____ day of
______________________, before me personally came _______________, to me known,
who, being by me duly sworn, did depose and say that he/she is a Trust Officer
of ____________________, one of the corporations described in and which executed
the foregoing instrument; that he/she 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/she signed his/her name thereto by like authority.

    


    


    


    

      ____________________________________