FORM OF INDENTURE



 




Exhibit 4.2




Total S.A.,





Company




TO




JPMorgan Chase Bank,





Trustee









Indenture




Dated as of                    , 2003








 







 





Total S.A.

to

JPMorgan Chase Bank

Indenture, dated as of
                                 , 2003



     Reference is made to the following provisions of the Trust Indenture Act
of 1939, as amended, which establish certain duties and responsibilities of the
Company and the Trustee which may not be set forth fully in this Indenture:




	 	 	 
	Section	 	Subject
	310(b)	 	
Disqualifications of Trustee for conflicting interest
	311	 	
Preferential collection of claims of Trustee as creditor of Company
	312(a)	 	
Periodic filing of information by Company with Trustee
	312(b)	 	
Access of Securityholders to information
	313(a)	 	
Annual report of Trustee to Securityholders
	313(b)	 	
Additional reports of Trustee to Securityholders
	314(a)	 	
Reports by Company, including annual compliance certificate
	314(c)	 	
Evidence of compliance with conditions precedent
	315(a)	 	
Duties of Trustee prior to default
	315(b)	 	
Notice of default from Trustee to Securityholders
	315(c)	 	
Duties of Trustee in case of default
	315(d)	 	
Provisions relating to responsibility of Trustee
	315(e)	 	
Assessment of costs against litigating Securityholders in certain
circumstances
	316(a)	 	
Directions and waivers by Securityholders in certain circumstances
	316(b)	 	
Prohibition of impairment of right of Securityholders to payment
	316(c)	 	
Right of Company to set record date for certain purposes
	317(a)	 	
Special powers of Trustee
	318(a)	 	
Provisions of Act to control in case of conflict



 







 



Total S.A.

to

JPMorgan Chase Bank




Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of
                                      , 2003




	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	Indenture Section
	
	 	

	§310(a)(1)
	 	 	609	 
	 	(a)(2)
	 	 	609	 
	 	(a)(3)
	 	Not Applicable
	 	(a)(4)
	 	Not Applicable
	 	(a)(5)
	 	 	609	 
	 	(b)
	 	 	608	 
	 
	 	 	610	 
	§311(a)
	 	 	613	(a)
	 	(b)
	 	 	613	(b)
	 	(b)(2)
	 	 	703	(a)(2)
	 
	 	 	703	(b)
	§312(a)
	 	 	701	 
	 
	 	 	702	(a)
	 	(b)
	 	 	702	(b)
	 	(c)
	 	 	702	(c)
	§313(a)
	 	 	703	(a)
	 	(b)
	 	 	703	(b)
	 	(c)
	 	 	703	(a)
	 
	 	 	703	(b)
	 	(d)
	 	 	703	(c)
	§314(a)(1)(2) and (3)
	 	 	704	 
	 	(a)(4)
	 	 	1008	 
	 	(b)
	 	Not Applicable
	 	(c)(1)
	 	 	102	 
	 	(c)(2)
	 	 	102	 
	 	(c)(3)
	 	Not Applicable
	 	(d)
	 	Not Applicable
	 	(e)
	 	 	102	 
	§315(a)
	 	 	601	(a)
	 	(b)
	 	 	602	 
	 
	 	 	703	(a)(6)
	 	(c)
	 	 	601	 
	 	(d)
	 	 	601	 
	 	(d)(1)
	 	 	601	 
	 	(d)(2)
	 	 	601	 
	 	(d)(3)
	 	 	601	 
	 	(e)
	 	 	514	 
	§316(a)
	 	 	101	 
	 	(a)(1)(A)
	 	 	502	 
	 
	 	 	512	 
	 	(a)(1)(B)
	 	 	513	 
	 	(a)(2)
	 	Not Applicable
	 	(b)
	 	 	508	 
	 	(c)
	 	 	513	 
	§317(a)(1)
	 	 	503	 
	 	(a)(2)
	 	 	504	 
	 	(b)
	 	 	1006	 
	§318(a)
	 	 	107	 








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


 







 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	PARTIES
	 	 	1	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	 	SECTION 101. DEFINITIONS
	 	 	1	 
	 	 	Act
	 	 	2	 
	 	 	Affiliate
	 	 	2	 
	 	 	Authenticating Agent
	 	 	2	 
	 	 	Board of Directors
	 	 	2	 
	 	 	Board Resolution
	 	 	2	 
	 	 	Business Day
	 	 	2	 
	 	 	Commission
	 	 	2	 
	 	 	Company
	 	 	2	 
	 	 	Company Request
	 	 	2	 
	 	 	Company Order
	 	 	2	 
	 	 	Corporate Trust Office
	 	 	3	 
	 	 	corporation
	 	 	3	 
	 	 	Covenant Defeasance
	 	 	3	 
	 	 	Defaulted Interest
	 	 	3	 
	 	 	Depositary
	 	 	3	 
	 	 	Discharged
	 	 	3	 
	 	 	Event of Default
	 	 	3	 
	 	 	Exchange Act
	 	 	3	 
	 	 	Executive Officer’s Certificate
	 	 	3	 
	 	 	Global Security
	 	 	3	 
	 	 	Holder
	 	 	3	 
	 	 	Indenture
	 	 	3	 
	 	 	interest
	 	 	3	 
	 	 	Interest Payment Date
	 	 	4	 
	 	 	Judgment Currency
	 	 	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	 








	NOTE: This
table of contents shall not, for any purpose, be deemed to be a part of the Indenture.	 	 



 







 



	 	 	 	 	 	 	 
	 	 	Predecessor Security
	 	 	5	 
	 	 	pursuant to a Board Resolution
	 	 	6	 
	 	 	Redemption Date
	 	 	6	 
	 	 	Redemption Price
	 	 	6	 
	 	 	Regular Record Date
	 	 	6	 
	 	 	Relevant Indebtedness
	 	 	6	 
	 	 	Required Currency
	 	 	6	 
	 	 	Responsible Officer
	 	 	6	 
	 	 	Securities
	 	 	6	 
	 	 	Security Register
	 	 	6	 
	 	 	Security Registrar
	 	 	6	 
	 	 	Special Record Date
	 	 	6	 
	 	 	Stated Maturity
	 	 	6	 
	 	 	Subsidiary
	 	 	6	 
	 	 	Trustee
	 	 	7	 
	 	 	Trust Indenture Act
	 	 	7	 
	 	 	U.S. Government Obligations
	 	 	7	 
	 	 	Vice President
	 	 	7	 
	 	SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	7	 
	 	SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	8	 
	 	SECTION 104. ACTS OF HOLDERS
	 	 	9	 
	 	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
	 	 	11	 
	 	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	 
	 	SECTION 114. SUBMISSION TO JURISDICTION
	 	 	11	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	12	 
	 
	 	 	 	 
	 	SECTION 201. FORMS GENERALLY
	 	 	12	 
	 	SECTION 202. FORM OF FACE OF SECURITY
	 	 	13	 
	 	SECTION 203. FORM OF REVERSE OF SECURITY
	 	 	16	 
	 	SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	20	 
	 	SECTION 205. FORM OF LEGEND FOR GLOBAL SECURITIES
	 	 	20	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	21	 
	 
	 	 	 	 
	 	SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	21	 
	 	SECTION 302. DENOMINATIONS
	 	 	23	 
	 	SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	23	 
	 	SECTION 304. TEMPORARY SECURITIES
	 	 	25	 



ii







 



	 	 	 	 	 	 	 
	 	SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	25	 
	 	SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES
	 	 	27	 
	 	SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
	 	 	27	 
	 	SECTION 308. PERSONS DEEMED OWNERS
	 	 	29	 
	 	SECTION 309. CANCELLATION
	 	 	29	 
	 	SECTION 310. COMPUTATION OF INTEREST
	 	 	29	 
	 	SECTION 311. PAYMENT TO BE IN PROPER CURRENCY; CONVERSION OF
JUDGMENT CURRENCY
	 	 	30	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	30	 
	 
	 	 	 	 
	 	SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	30	 
	 	SECTION 402. APPLICATION OF TRUST MONEY
	 	 	31	 
	 	SECTION 403. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S
GOVERNMENT OBLIGATIONS
	 	 	32	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	34	 
	 
	 	 	 	 
	 	SECTION 501. EVENTS OF DEFAULT
	 	 	34	 
	 	SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	36	 
	 	SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE
	 	 	37	 
	 	SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	38	 
	 	SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
	 	 	39	 
	 	SECTION 506. APPLICATION OF MONEY COLLECTED
	 	 	39	 
	 	SECTION 507. LIMITATION ON SUITS
	 	 	39	 
	 	SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST
	 	 	40	 
	 	SECTION 509. RESTORATION OF RIGHTS AND REMEDIES
	 	 	40	 
	 	SECTION 510. RIGHTS AND REMEDIES CUMULATIVE
	 	 	40	 
	 	SECTION 511. DELAY OR OMISSION NOT WAIVER
	 	 	41	 
	 	SECTION 512. CONTROL BY HOLDERS
	 	 	41	 
	 	SECTION 513. WAIVER OF PAST DEFAULTS
	 	 	42	 
	 	SECTION 514. UNDERTAKING FOR COSTS
	 	 	42	 
	 	SECTION 515. WAIVER OF STAY OR EXTENSION LAWS
	 	 	43	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	43	 
	 
	 	 	 	 
	 	SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES
	 	 	43	 
	 	SECTION 602. NOTICE OF DEFAULTS
	 	 	44	 
	 	SECTION 603. CERTAIN RIGHTS OF TRUSTEE
	 	 	44	 
	 	SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES
	 	 	46	 
	 	SECTION 605. MAY HOLD SECURITIES
	 	 	46	 



iii







 



	 	 	 	 	 	 	 
	 	SECTION 606. MONEY HELD IN TRUST
	 	 	46	 
	 	SECTION 607. COMPENSATION AND REIMBURSEMENT
	 	 	46	 
	 	SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS
	 	 	47	 
	 	SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	47	 
	 	SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	48	 
	 	SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	49	 
	 	SECTION 612. MERGER, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	50	 
	 	SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	50	 
	 	SECTION 614. CO-TRUSTEES AND SEPARATE TRUSTEES
	 	 	51	 
	 	SECTION 615. APPOINTMENT OF AUTHENTICATING AGENT
	 	 	52	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	53	 
	 
	 	 	 	 
	 	SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS
	 	 	53	 
	 	SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS
	 	 	54	 
	 	SECTION 703. REPORTS BY TRUSTEE
	 	 	54	 
	 	SECTION 704. REPORTS BY COMPANY
	 	 	56	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE; SUBSTITUTION
	 	 	56	 
	 
	 	 	 	 
	 	SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS
	 	 	56	 
	 	SECTION 802. SUBSTITUTION OF THE COMPANY ON CERTAIN TERMS
	 	 	57	 
	 	SECTION 803. SUCCESSOR CORPORATION SUBSTITUTED
	 	 	58	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	58	 
	 
	 	 	 	 
	 	SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	58	 
	 	SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	59	 
	 	SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	61	 
	 	SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	61	 
	 	SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT
	 	 	61	 
	 	SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES
	 	 	61	 
	 
	 	 	 	 
	ARTICLE TEN PARTICULAR COVENANTS OF COMPANY
	 	 	61	 
	 
	 	 	 	 
	 	SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST BY COMPANY
	 	 	61	 
	 	SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY BY COMPANY
	 	 	62	 
	 	SECTION 1003. RESERVED
	 	 	62	 
	 	SECTION 1004. RESERVED
	 	 	62	 
	 	SECTION 1005. RESERVED
	 	 	62	 
	 	SECTION 1006. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST
	 	 	62	 



iv







 



	 	 	 	 	 	 	 
	 	SECTION 1007. CORPORATE EXISTENCE
	 	 	63	 
	 	SECTION 1008. STATEMENT BY EXECUTIVE OFFICERS AS TO COMPLIANCE
	 	 	63	 
	 	SECTION 1009. WAIVER OF CERTAIN COVENANTS
	 	 	64	 
	 	SECTION 1010. ADDITIONAL AMOUNTS
	 	 	64	 
	 	SECTION 1011. NEGATIVE PLEDGE
	 	 	67	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	67	 
	 
	 	 	 	 
	 	SECTION 1101. APPLICABILITY OF ARTICLE
	 	 	67	 
	 	SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE
	 	 	67	 
	 	SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED
	 	 	67	 
	 	SECTION 1104. NOTICE OF REDEMPTION
	 	 	68	 
	 	SECTION 1105. DEPOSIT OF REDEMPTION PRICE
	 	 	69	 
	 	SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE
	 	 	69	 
	 	SECTION 1107. SECURITIES REDEEMED IN PART
	 	 	69	 
	 	SECTION 1108. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT
	 	 	70	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	71	 
	 
	 	 	 	 
	 	SECTION 1201. APPLICABILITY OF ARTICLE
	 	 	71	 
	 	SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	 	 	71	 
	 	SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND
	 	 	71	 
	 
	 	 	 	 
	TESTIMONIUM
	 	 	71	 
	SIGNATURES
	 	 	71	 
	ACKNOWLEDGMENTS
	 	 	71	 




v







 





     THIS INDENTURE is dated as of                    , 2003, between Total
S.A., a société anonyme duly organized and existing under the laws of the
Republic of France (herein called the “Company”), having its principal office
at 2, place de la Coupole, La Défense 6, 92400 Courbevoie, France and JPMorgan
Chase Bank, a corporation duly organized and existing under the laws of the
State of New York, as Trustee (herein called the “Trustee”) having its
Corporate Trust Office at 4 New York Plaza, 15th Floor, New York, New York
10004.




RECITALS



     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time outside France of its
unsecured 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 covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
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 accounting principles
generally accepted in the Republic of France; and



 







 







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



     Certain terms, used principally in Article Six, are defined in that
Article.



     “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 to act
on behalf of the Trustee to authenticate Securities.



     “Board of Directors”, when used with reference to the Company, means
either the board of directors, or any committee of such board authorized to act
for it hereunder, of the Company.



     “Board Resolution”, when used with reference to the Company, means a copy
of a resolution certified by the general counsel, a deputy general counsel, the
secretary or an assistant secretary of the Company, to have been duly adopted
by its 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 or trust institutions in that Place of Payment are authorized generally
or obligated by law, regulation or executive order to close.



     “Commission” means the Securities and Exchange Commission, as 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.



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



     “Company Request” or “Company Order” means a written request or order
signed in the name of the
Company by a director thereof, or any other Person, duly authorized by
Board Resolution (either directly or by authorized delegation) in respect
thereto,


2







 




attested by its general counsel, a deputy general counsel, its
secretary or an assistant secretary, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 4 New York Plaza, 15th Floor, New
York, New York 10004.



     “corporation” means a corporation, association, company, limited liability
company, business trust or société anonyme.



     “Covenant Defeasance” has the meaning set forth in Section 403.



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



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



     “Discharged” has the meaning set forth in Section 403.



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



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



     “Executive Officer’s Certificate” means a certificate signed by a director
or the principal executive officer, principal financial officer, treasurer,
deputy treasurer, principal accounting officer or deputy principal accounting
officer of the Company.



     “Global Security” means a Security bearing the legend required by Section
206 evidencing all or part of a series of Securities, issued to the Depositary
for such series or its nominee and registered in the name of the Depositary or
its nominee.



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



     “Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof 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, and
shall 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.



3







 


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



     “Judgment Currency” has the meaning specified in Section 311.



     “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(4).



     “Officer’s Certificate” means a certificate signed, in the case of the
Company, by a director thereof, or any other Person, duly authorized by Board
Resolution (either directly or by authorized delegation) in respect thereto,
attested by its general counsel, a deputy general counsel, secretary or an
assistant secretary and delivered to the Trustee. Each such Officer’s
Certificate shall contain the statements required by Section 314(e) of the
Trust Indenture Act if applicable.



     “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of or counsel to the Company. Each such opinion shall include the
statements required by Section 314(e) of the Trust Indenture Act, if
applicable.



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



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




		
	 	     (i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
	 
	 	     (ii) 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 Paying
Agent) for the Holders of such Securities; provided however, 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; and
	 
	 	     (iii) 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 



4







 




		
	 	such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;



provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof 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 shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 301 on the date of
original issuance of such Security of the principal amount (or, in the case of
a Security described in clause (A) or (B) above, the amount determined pursuant
to such Clause) of such Security 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 or waiver, only
Securities which a Responsible Officer of 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 (which may include the Company) authorized
by the Company to pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company.



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



     “Place of Payment”, when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
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.



5







 


     “pursuant to a Board Resolution” means actions or decisions taken pursuant
thereto in accordance with Article L. 228-41 of the French Commercial.



     “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.



     “Relevant Indebtedness” means any obligation (whether present or future,
actual or contingent, secured or unsecured, as principal or surety or
otherwise) which is represented by any notes, bonds, debentures, securities or
other form of debt securities capable of being quoted, listed or ordinarily
dealt in on any stock exchange, over-the-counter or other similar securities
market.



     “Required Currency” has the meaning specified in Section 311.



     “Responsible Officer” means, when used with respect to the Trustee, any
vice president, any assistant vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, or any trust officer or any
other officer of the Trustee within the Institution Trust Services
—
Conventional Debt Unit (or any successor unit, department or division of the
Trustee) located at the Corporate Trust Office of the Trustee who has direct
responsibility for the administration of this Indenture, and , for the purposes
of Sections 512(3), 601(c)(ii) and 602 hereof, shall also
include any other officer of the Trustee to whom any corporate trust
matter is referred because of such person’s 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 that have been issued, authenticated
and delivered under this Indenture.



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



     “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 any corporation of which at least a majority of the
outstanding stock or equity interest having by the terms thereof ordinary
voting power to


6







 




elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or
controlled by the Company or by one or more Subsidiaries, or by the Company and
one or more Subsidiaries.



     “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 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, provided that the Trustee shall not be the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, and as in force at the date as of which
this instrument was executed, and as amended thereafter from tine to time.



     “U.S. Government Obligations” means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit pledged or (ii) obligations of an entity 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
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.



     “Vice President”, when used with respect to 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 Officer’s Certificate or an Opinion of Counsel and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture. Such an Officer’s Certificate shall state


7







 




that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and such Opinion of Counsel shall state that in
the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any other
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate provided
under Section 1008) hereof 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, as
the case may be, stating that the information with respect to such factual
matters is in the possession of the Company, as the case may be, 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.



8







 


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




Section 104. Acts of Holders.



     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given 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 instrument. 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.



     (b)  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.



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



     (d)  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.



     (e) 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.



9







 



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:
Institutional Trust Services, or
	 
	 	     (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided)
if made, given, furnished or filed in writing, in the case of the
Company, to or with it at the address of its principal office specified
in the first paragraph of this instrument, Attention: President, or at
any other address previously furnished in writing to the Trustee by the
Company.




Section 106. Notice to Holders; Waiver.



     Where this Indenture provides for notice 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 that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.



10







 



Section 108. Effect of Headings and Table of Contents.



     The Article and Section headings herein, the Reconciliation and tie
between the Trust Indenture Act and this Indenture 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 laws of the State of New York, except that the
authorization and execution of this Indenture and the Securities shall be
governed by the laws of the jurisdiction of organization of the Company.




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 the Securities of any series 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, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.




Section 114. Submission to Jurisdiction.



     The Company agrees that any legal suit, action or proceeding arising out
of or based upon the Indenture or the Securities may be instituted in any state
or Federal court


11







 




in the Borough of Manhattan, The City of New York, New York,
United States of America, waives, to the extent it may effectively do so, any
objection which it may have now or hereafter to the laying of the venue of any
such suit, action or proceeding, and irrevocably submits to the jurisdiction of
any such court in any such suit, action or proceeding. The Company has
designated and appointed CT Corporation System (or any successor corporation)
as the Company’s authorized agent to accept and acknowledge on its behalf
service of any and all process which may be served in any such suit, action or
proceeding in any such court and agrees that service of process upon said agent
at its office at 111 Eighth Avenue, New York, New York 10011, attention Frieda
Dawson (or at such other address in the Borough of Manhattan, The City of New
York, as the Company may designate by written notice to the Trustee) shall be
deemed in every respect effective service of process upon the Company in any
such suit, action or proceeding and shall be taken and held to be valid
personal service upon the Company, whether or not the Company shall then be
doing, or at any time shall have done, business within the State of New York,
and any such service of process shall be of the same force and validity as if
service were made upon it according to the laws governing the validity and
requirements of such service in such State, and waives all claim of error by
reason of any such service. Said designation and appointment shall be
irrevocable until the Indenture shall have been satisfied and discharged in
accordance with Article Four. The Company agrees to take all action as may be
necessary to continue the designation and appointment of CT Corporation System
or any successor corporation in full force and effect so that the Company shall
at all times have an agent for service of process for the above purposes in the
Borough of Manhattan, The City of New York, New York, United States of America.




ARTICLE TWO

SECURITY FORMS




Section 201. Forms Generally.



     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution of the Company 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 as may, consistently herewith, be determined by the
directors duly authorized thereto executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution of the Company, a
copy of an appropriate record of such action shall be certified on behalf of
the Company by the general counsel, a deputy general counsel, 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 Trustee’s certificates of authentication shall be in substantially the
form set forth in this Article.



12







 


     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 Face of Security.



     [Insert any required United Kingdom or French or other selling restriction
and/or taxation legend.]




TOTAL S.A.




[ .....%] [ZERO COUPON] [NOTE] [DEBENTURE] DUE .....




	 	 	 	 	 
	No. .......................................	 	 	 	[currency.......................................]



     TOTAL S.A., a société anonyme duly organized and existing under the laws
of the Republic of France (herein called the “Company”, which term includes any
successor or substitute corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
     ........................................, or registered assigns, the principal
sum of .............. [currency] on ....................... [If the Security is
to bear interest prior to Maturity, insert -, and to pay interest thereon from
     ........................ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
     ............................. and ................................ in each
year, commencing ............................., at the rate of .......% per
annum, until the principal hereof is paid or made available for payment [If
applicable insert -, and (to
the extent that the payment of such interest shall be legally enforceable)
at the rate of .....% per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ............. or
     ............. (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].



     If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof


13







 




or therein) in which the Company is
incorporated, shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority thereof or therein) in respect of any
amounts to be paid by the Company of principal of or interest on a Security of
any series, then the Company will pay to the Holder of a Security of such
series such additional amounts as may be necessary in order that the net
amounts paid to such Holder of such Security after such deduction or
withholding, shall be not less than the amounts specified in such Security to
which such Holder is otherwise entitled; provided, however, that the Company
shall not be required to make any payment of additional amounts for or on
account of:



     (a)  any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in trade
or business therein or having or having had a permanent establishment therein
or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;



     (b)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;



     (c)  any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series;



     (d)  any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of the
Security of such series (i) to provide information concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make
any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is required or imposed by a
statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;



     (e)  any tax, assessment or other governmental charge which such Holder
would have been able to avoid by presenting such Security to another Paying
Agent;



     (f)  any tax, assessment or other governmental charge which is imposed on a
payment pursuant to any European Union Directive on the taxation of savings
implementing the conclusions reached by the ECOFIN Council, or any law
implementing or complying with, or introduced in order to conform to, such
directive; or



14







 


     (g)  any combination of items (a), (b), (c), (d), (e) and (f) above; nor
shall additional amounts be paid with respect to any payment of the principal
of, or any interest on, any Security of such series to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the Holder of such Security.



     The foregoing provisions shall apply mutatis mutandis to any withholding
or deduction in respect of any amount to be paid by the Company of principal of
or interest on a Security of any series (i) for or on account of any present or
future taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor or substitute Person to the Company is
organized, or any political subdivision or taxing authority thereof or therein;
or (ii) if another Person merges into or transfers its assets to the Company
pursuant to Section 801, for or on account of any taxes, assessments or
governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a
result of (x) the Company’s being treated as engaged in a trade or business, or
having a permanent establishment, in such jurisdiction and (y) the payment of
principal or interest being allocable or attributable to such trade or business
or permanent establishment.



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



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



15







 


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



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



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



     Dated:




	 	 	 	 	 	 	 
	 	TOTAL S.A.	 	 	 
	 	 	 	 	 	 	 
	 	 	
By	 	 	 	 
	 	 	 	 	.......................................	 	 
	 	 	 	 	 	 	 
	 	 	
[By
	 	 	]	 
	 	 	 	 	.......................................	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	..............................................................................	 	 	 	 	 	 




Section 203. Form of Reverse of Security.



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued outside
France in one or more series under an Indenture, dated as of
     , 2003 (herein called the “Indenture”), among the Company, as issuer and
JPMorgan Chase Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to [currency]..............].



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


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and if redeemed] during the 12-month period
beginning ................... of the years indicated,




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Redemption	 	 	 	 	 	Redemption
	Year	 	Price	 	Year	 	Price
	
	 	
	 	
	 	




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



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




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Redemption Price	 	Redemption Price For
	 	 	 	 	For Redemption	 	Redemption Otherwise
	 	 	 	 	Through Operation	 	Than Through Operation
	Year	 	of the Sinking Fund	 	of the Sinking Fund
	
	 	
	 	




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


17







 




on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]



     [Notwithstanding the foregoing, the Company may not, prior to
     ......................, redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than .......% per annum.]



     [The sinking fund for this series provides for the redemption on



     ...................... in each year beginning with the year ............. and
ending with the year ............ of [not less than] [currency]..............
[(“mandatory sinking fund”) and not more than [currency]..............]
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made — in the inverse order in which
they become due.]



     In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.



     [If the Security is not subject to redemption, — This Security is not
redeemable prior to Stated Maturity.] [except as permitted under Section 1108
(“Optional Redemption Due to Changes in Tax Treatment”)



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



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



     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to


18







 




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



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



     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and
unconditional, to pay the principal of (and premium, if any) and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.



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



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



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



     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes (subject to Section 307 of the Indenture), whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.



     The Indenture provides that the Company, at the Company’s option, (a) will
be discharged from any and all obligations in respect of the Securities (except
for certain obligations to register the transfer or exchange of Securities,
replace stolen, lost or mutilated Securities, maintain paying agencies and hold
moneys for payment in trust) or (b) need not comply with certain restrictive
covenants of the Indenture, in each case if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations which, through the
payment of interest thereon and principal thereof in accordance with their
terms, will provide money, in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of, and premium, if any, and
interest on, the Securities on the dates such payments are due in accordance
with the terms of such Securities, and certain other conditions are satisfied.



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




Section 204. Form of Trustee’s Certificate of Authentication.



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




	 	 	 	 	 
	 	 	JPMorgan Chase Bank,

as Trustee
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	..............................................................................
	 	 	 	 	Authorized Officer




Section 205. Form of Legend for Global Securities.



     Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form or such other form as may be
determined pursuant to Section 201:



     “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 of a Depositary. This Global Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture, and no transfer
of this


20







 




Security (other than a transfer of this Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except
in such limited circumstances.”




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 outside France in one or more series. There
shall be established by or pursuant to a Board Resolution of the Company and
set forth in (or determined in the manner set forth in) an Officer’s
Certificate of the Company, 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);
	 
	 	     (3) the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest;
	 
	 	     (4) the date or dates on which the principal of the Securities of
the series is payable;
	 
	 	     (5) the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date for the interest payable on any
Interest Payment Date;
	 
	 	     (6) the place or places where the principal of (and premium, if any)
and interest on Securities of the series shall be payable;
	 
	 	     (7) if applicable, the period or periods within which, the price or
prices at which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the
Company;



21







 







		
	 	     (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
	 
	 	     (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be
issuable;
	 
	 	     (10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
502;
	 
	 	     (11) if other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
or private debts, the coin or currency (including any composite currency)
in which payment of the principal of (and premium, if any) and interest
on the Securities of the series shall be denominated or payable and the
manner of determining the equivalent thereof in the currency of the
United States of America for the purposes of the definition of
“Outstanding” in Section 101;
	 
	 	     (12) if the principal of (and premium, if any) or interest on the
Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a coin or currency (including any
composite currency) other than that in which the Securities are stated to
be payable, the period or periods
within which, and the terms and condition upon which, such election
may be made;
	 
	 	     (13) 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);
	 
	 	     (14) if the amounts of payments of principal of (and premium, if
any) or interest on the Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be
determined;
	 
	 	     (15) whether the Securities of the series shall be issued in whole
or in part in the form of one or more Global Securities and, if so, the
Depositary for such Global Security or Securities;
	 
	 	     (16) 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 



22







 





		
	 	requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 502;
	 
	 	     (17) with respect to such series of Securities, the “Stated
Intervals” and the “Record Date” for purposes of Section 312(a) (in the
case of non-interest bearing Securities) and 316(c), respectively, of the
Trust Indenture Act;
	 
	 	     (18) if additional amounts pursuant to Section 1010 will not be
payable by the Company; and
	 
	 	     (19) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).



     All Securities of any one series shall be substantially identical except
as to denomination and number and except as may otherwise be provided in or
pursuant to such Board Resolutions and set forth (or determined in the manner
provided) in such Officer’s Certificates 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 of the Company, a copy of an appropriate record of such
action shall be certified by the general counsel, a deputy general counsel, the
secretary or assistant secretary of the Company, and delivered to the Trustee
at or prior to the delivery of the Officer’s Certificate setting forth the
terms of the series.



     Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.




Section 302. Denominations.



     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions 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 one or more
of its directors, or any other Persons, as required, duly authorized thereof
pursuant to Board Resolution and attested by its general counsel, a deputy
general counsel, its secretary or one of its assistant secretaries. The
signature of any of such director or Person on the Securities may be manual or
facsimile.



     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper directors or other authorized persons of the
Company shall bind the


23







 




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, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to 601)
shall be fully protected in relying upon, an Opinion of Counsel stating,





		
	 	     (a) 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;
	 
	 	     (b) 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,
	 
	 	     (c) 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 or this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.



     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 of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and that such Security is entitled to the benefits of this Indenture.



24







 



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 substantially of the tenor of the definitive
Securities in lieu of which they are issued which Securities may be printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, all as evidenced by such execution.



     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 authorized denominations and of a like
aggregate principal amount and tenor. 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.




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 being herein
sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities 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 any series
at the office or agency 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 a like aggregate principal
amount and tenor.



     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 a like 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


25







 




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.



     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) 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.



     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.



     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Global Security shall be exchangeable pursuant
to this Section 305 for Securities registered in the names of Persons other
than the Depositary for such series or its nominee if, but only if, (i) such
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such series or at any time ceases to be a clearing agency
registered as such under the Exchange Act, as amended, and the Company notify
the Trustee that they are unable to locate a qualified successor Depositary,
(ii) the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be so exchangeable, or (iii) there shall have occurred
and be continuing an Event of Default with respect to the Securities of such
series and beneficial owners of the Securities evidencing not less than 50% of
the aggregate unpaid principal amount of the Securities of such series advise
the Trustee and the Depositary through participants in writing that the
continuation of a book-entry system is no longer in the best interests of the
beneficial owners of the Securities of such series. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as such Depositary shall direct.



     Notwithstanding any other provision of this Indenture except the
immediately preceding paragraph, a Global Security may not be transferred
except as a whole by the


26







 




Depositary for such Global Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary.




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 upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously Outstanding.



     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 compliance with the
foregoing conditions.



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



     Every new Security of any series 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.



27







 


     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 or 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 mailed, first class postage prepaid, to each Holder of Securities
of such series at his address as it appears in the Security Register, not
less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been 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.



28







 



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 premium, if any) and
(subject to Section 307) 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.



     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary as Holder of any Security.



     None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.




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 by the Trustee in
accordance with its customary procedures or as directed 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.



29







 


     Section 311. Payment to Be in Proper Currency; Conversion of Judgment Currency




		
	 	     (a) In the case of the Securities of any series denominated in any
currency or in a composite currency (the “Required Currency”), except as
otherwise specified with respect to such Securities as contemplated by Section
301, the obligation of the Company to make any payment of the principal
thereof, or the premium or interest thereon, shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the Trustee timely holding the full amount
of the Required Currency then due and payable. If any such tender or recovery
is in a currency other than the Required Currency, the Trustee may take such
actions as it considers appropriate to exchange such currency for the Required
Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain liable for any shortfall or delinquency
in the full amount of Required Currency then due and payable, and in no
circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.
	 
	 	     (b) The Company agrees further that, to the fullest extent that it may
effectively do so under applicable law, (x) if for the purpose of obtaining
judgment in any court it is necessary for the Trustee to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series from the Required Currency into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used shall be
the rate at which, in accordance with normal banking
procedures, the Trustee could purchase the Required Currency with the
Judgment Currency and (y) its obligations under this Indenture to make payments
in the Required Currency shall not he discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (x)) in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments.




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 



30







 




		
	 	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 1006) 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 an amount sufficient to pay and
discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) 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 Officer’s
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
obligations of the Company to the Trustee under Section 607, the obligations of
the Company 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 1006 shall survive.




Section 402. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1006, all money
and the proceeds of any U.S. Government Obligations deposited with the Trustee
pursuant to Section 401 or 403 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 Paying Agent) as the Trustee may


31







 




determine, of the principal (and
premium, if any) and interest to the Holders of the series of Securities for
the payment in respect of which such money has been deposited with the Trustee.



     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 403 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 403 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 Discharge or Covenant Defeasance, as
the case may be, with respect to such Securities.




Section 403. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.



     At the Company’s option, either (a) the Company shall each be deemed to
have been Discharged (as defined below) from its respective obligations with
respect to any series of Securities on the 91st day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set
forth in Sections 801 or 802 or any covenant set forth in any indenture
supplemental to this Indenture or otherwise established pursuant to Section
301, and noncompliance with such Sections or covenants shall not give rise to
any Event of Default under Section 501(4) or under Section 501(7)
(“Covenant Defeasance”), with respect to any series of Securities at any time
after the applicable conditions set forth below have been satisfied:





		
	 	     (1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee or its agent as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (i) money in an
amount, or (ii) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms
will provide, not later than the due date of any payment, money in an
amount, or (iii) a combination of (i) and (ii), sufficient, in the
opinion (with respect to (ii) and (iii)) of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment
of principal (including mandatory sinking fund payments) of and interest
on, the outstanding Securities of such series on the dates such
installments of interest or principal are due or to and including the
Redemption Date irrevocably designated by the Company pursuant to
subparagraph (5) hereof;



32







 







		
	 	     (2) if the Securities of such series are then listed on the New York
Stock Exchange, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the exercise of the option under
this Section 403 would not cause such Securities to be delisted;
	 
	 	     (3) no Event of Default or event which with notice or lapse of time
would become an Event of Default under Section 501(1), (2), (3), (5) or
(6) with respect to the Securities of such series shall have occurred and
be continuing on the date of such deposit;
	 
	 	     (4) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that holders of the Securities of such series will
not recognize income, gain or loss for U.S. Federal income tax purposes
as a result of the exercise of the option under this Section 403 and will
be subject to U.S. Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such option
had not been exercised, and, in the case of Securities being Discharged,
such opinion shall be accompanied by a private letter ruling to that
effect received from the United States Internal Revenue Service or a
revenue ruling pertaining to a comparable form of transaction to that
effect published by the United States Internal Revenue Service;
	 
	 	     (5) if the Company has deposited or caused to be deposited money or
U.S. Government Obligations to pay or discharge the principal of (and
premium, if any) and interest on the Outstanding Securities of a series
to and including a Redemption Date pursuant to subparagraph (1) hereof,
such Redemption Date shall be irrevocably designated by a Board
Resolution delivered to the Trustee on or prior to the date of deposit of
such money or U.S. Government Obligations and such Board Resolution shall
be accompanied by an irrevocable Company Request
that the Trustee give notice of such redemption in the name and at
the expense of the Company not less than 30 nor more than 60 days prior
to such Redemption Date in accordance with Section 1104; and
	 
	 	     (6) 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 Discharge or Covenant Defeasance have been
complied with.



“Discharged” means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by, and obligations under, the Securities
of such series and to have satisfied all the obligations under this Indenture
relating to the Securities of such series (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
(A) the rights of holders of Securities of such series to receive, from the
trust fund described in clause (1) above payment of the principal of and the
interest on such Securities when such payments are due; (B) the Company’s
obligations with respect to such Securities under Sections 305, 306, 1002, 1005
and 1006; and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder.



33







 


     Notwithstanding any Covenant Defeasance with respect to Sections 801 and
802, any corporation or Person that would otherwise have been required to
assume the obligations of the Company pursuant to said Sections shall be
required, as a condition to any merger, consolidation, amalgamation, transfer,
conveyance or lease contemplated thereby, to assume the obligations of the
Company to the Trustee under Sections 402 and 607.




ARTICLE FIVE

REMEDIES



     Section 501. Events of Default.



     “Event of Default”, wherever used herein with respect to Securities of a
particular 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; or
	 
	 	     (2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or
	 
	 	     (3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series, or
	 
	 	     (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section 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 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or
	 
	 	     (5) a default by the Company in any single payment exceeding
U.S.$50,000,000 (or its equivalent in any other currency) in respect of
any Relevant Indebtedness or any loan, in each case having an original
maturity exceeding five years, contracted by the Company for its general
business purposes, so as to accelerate the due date for such Relevant
Indebtedness or loan; or if any single amount exceeding U.S.$50,000,000
in respect of any such Relevant Indebtedness or loan is not paid at
maturity as extended by any applicable grace period; or if any guarantee
or indemnity for a single amount 



34







 





		
	 	exceeding U.S.$50,000,000 in respect of
any such Relevant Indebtedness or loan is not honored when due and called
upon within any applicable grace period as originally provided, so as to
accelerate the due date for such Relevant Indebtedness or loan; or
	 
	 	     (6) the Company applies for the appointment of a conciliator
(conciliateur) or enters into an amicable settlement (accord amiable)
with its creditors or is subject to a judgment ordering liquidation
proceedings (liquidation judiciaire) or the transfer of its entire
business (cession totale de l’enterprise), or is in state of mandatory
suspension of payments (cessation de paiements) or is made the object of
bankruptcy proceedings (procédure collective ou de faillite), or takes
any similar action or is subject to any similar proceedings under any
applicable bankruptcy, insolvency, reorganization or similar law of the
Company’s jurisdiction of incorporation if it is other than the Republic
of France.
	 
	 	     (7) any other Event of Default provided with respect to Securities
of that series.



     Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501, (i) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established, which
record date shall be at the close of business on the day the Trustee receives
such Notice of Default, and (ii) with respect to any other series of
Securities, the Trustee may, but shall not be obligated to, establish a record
date, in each case for the purpose of determining Holders of Outstanding
Securities of such series entitled to join in such Notice of Default. If such
record date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such Notice of
Default, whether or not such Holders remain Holders after such record date;
provided, however, that unless Holders of at least
the requisite principal amount (which amount shall be 25% in the case of
subclause (4) of this Section) of the Outstanding Securities of such series, or
their proxies, shall have joined in such Notice of Default prior to the day
which is 90 days after such record date, such Notice of Default and the Act of
Holders, or their proxies, joining in such Notice of Default shall
automatically and without further action by any Holders be cancelled and of no
effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, (i) after expiration of such 90-day period, a new Notice
of Default to the same effect as that cancelled pursuant to the proviso to the
preceding sentence, or (ii) during any such 90-day period in respect of any
Notice of Default with respect to a prospective Event of Default with respect
to Securities of such series, an additional Notice of Default with respect to
any other prospective Event of Default (other than a prospective Event of
Default as to which such a 90-day period has not expired) with respect to
Securities of such series, in either of which events a new record date shall or
may, as the case may be, be established pursuant to the provisions of this
Section 501 in respect of such new or additional Notice of Default.



35







 



Section 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then 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 (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) shall become
immediately due and payable.



     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter 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 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.



36







 


     Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, (i) with respect to
Securities of a series all or part of which is represented by a Global
Security, a record date shall be established, which record date shall be at the
close of business on the day the Trustee receives such notice, and (ii) with
respect to any other series of Securities, the Trustee may, but shall not be.
obligated to, establish a record date, in each case for the purpose of
determining Holders of Outstanding Securities of such series entitled to join
in such notice. If such record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such notice, whether or not such Holders remain Holders after such
record date; provided, however, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the
day which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, and the Act of
Holders, or their proxies, joining in such notice shall automatically and
without further action by any Holders be cancelled and of no effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, of Securities of
any series from giving, (i) after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, to the same effect as that cancelled pursuant to
the proviso to the preceding sentence, or (ii) during any such 90-day period in
respect of any written notice of declaration of acceleration or rescission and
annulment thereof, as the case may be, with respect to any Event of Default
with respect to Securities of such series, an additional written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, with respect to any other Event of Default (other than an Event of
Default as to which such a 90-day period has not expired) with respect to
Securities of such series, in either of which events a new record date shall or
may, as the case may be, be established pursuant to the provisions of this
Section 502 in respect of such new or additional written notice.




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 premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) 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


37







 




expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.



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



     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 by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.




Section 504. Trustee May File Proofs of Claim.



     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company or any other obligor upon
the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) 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,





		
	 	     (i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the
Securities in accordance with the terms thereof and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such judicial
proceeding, and
	 
	 	     (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of


38







 




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.



     Nothing herein contained 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.




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 or property collected by the Trustee pursuant to this Article or
otherwise distributable pursuant to the Company’s obligations hereunder shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, 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 (including any
predecessor Trustee) under Section 607; and
	 
	 	     SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) 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
premium, if any) and interest, respectively.




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;



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	 	     (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, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or 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 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


40







 




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) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and
	 
	 	     (3) subject to the provisions of Section 601, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good
faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability.



     Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, (i) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established, which
record date shall be at the close of business on the day the Trustee receives
such notice, and (ii) with respect to any other series of Securities, the
Trustee may, but shall not be obligated to, establish a record date, in each
case for the purpose of determining Holders of Outstanding Securities of such
series entitled to join in such notice. If such record date is fixed, the
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, however, that unless the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have joined in such notice prior to the date
which is 90 days after such record date, such notice and the Act of Holders, or
their proxies, joining in such notice shall automatically and without further
action by any Holders be cancelled and of no effect. Nothing in this paragraph
shall prevent a Holder,


41







 




or a proxy of a Holder, from giving, (i) after
expiration of such 90-day period, a new notice to the same effect as that
cancelled pursuant to the proviso to the preceding sentence, or (ii) during any
such 90-day period in respect of any notice, a new notice giving directions
contrary to or otherwise different from such notice in either of which events a
new record date shall or may, as the case may be, be established pursuant to
the provisions of this Section 512 in respect of such new notice.




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 and (or premium, if any) or
interest on any Security of such series, or
	 
	 	     (2) in respect of 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.



     With respect to any series of Securities, the Company may, but shall not
be obligated to, establish a record date for the purpose of determining the
Persons entitled to waive any past default hereunder. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any default hereunder, whether or
not such Holders remain Holders after such record date; provided, however, that
unless such Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have waived such default prior to
the date which is 90 days after such record date, any such waiver previously
given
shall automatically and without further action by any Holder be cancelled
and of no effect.



     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.



     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, 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, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, in the manner and to the extent
provided in the Trust Indenture Act; provided that this Section shall not be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee.



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Section 515. Waiver of Stay or Extension Laws.



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




ARTICLE SIX

THE TRUSTEE




Section 601. Certain Duties and Responsibilities.



(a)  Except during the continuance of an Event of Default,



     (1)  the Trustee undertakes to perform such duties and only such duties are
specifically set forth in the Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and



     (2)  in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).



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



(c)  No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that



     (1)  this Subsection shall not be construed to limit the effect of
Subsection (a) or (d) of this Section;



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



43







 


     (3)  the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any
series, determined as provided in Sections 101, 104 and 512, in relation to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series.



(d)  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 of liability is not reasonably assured
to it.



(e)  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 provision of this section.




Section 602. Notice of Defaults.



     Within 90 days after the occurrence known to the Trustee of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of all such defaults
hereunder, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that, in the case of any default of the
character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 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:





		
	 	     (a) the Trustee may conclusively rely and shall be fully 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;



44







 







		
	 	     (b) 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 of the Company shall be sufficiently
evidenced by a Board Resolution;
	 
	 	     (c) 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, conclusively rely upon an Officer’s Certificate;
	 
	 	     (d) 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;
	 
	 	     (e) 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;
	 
	 	     (f) 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
relevant books, records and premises of the Company, personally or by
agent or attorney;
	 
	 	     (g) 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;
	 
	 	     (h) the Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith and reasonably believed by it
to be authorized or within the discretion or rights or powers conferred
upon it by this Indenture;
	 
	 	     (i) the Trustee shall not be deemed to have notice of any default
(within the meaning of such term as defined in Section 602) or Event of
Default with respect to the Securities of any series unless a Responsible
Officer of the Trustee receives at the Corporate Trust Office a written
notice of such default or 



45







 





		
	 	Event of Default, as the case may be, from the
Company or any Holder of such Securities and such notice references such
Securities and this Indenture; and
	 
	 	     (j) the rights, privileges, protections, immunities and benefits
herein given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities 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 the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not 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 negligence or bad
faith; and



46







 







		
	 	     (3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties
hereunder.



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



     The provisions of this Section shall survive the resignation or removal of
the Trustee and the satisfaction and discharge of this Indenture and the
termination for any reason of the Indenture.




Section 608. Disqualification; Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall, as soon as practicable
and in any event within 90 days after ascertaining that it has such conflicting
interest, and if the Event of Default (as defined in Section 501 hereof) to
which such conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such 90-day period, either eliminate
such conflicting 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 or by virtue of
being a trustee under this Indenture and under any indenture listed in Schedule
608 hereto.




Section 609. Corporate Trustee Required; Eligibility.



     There shall at all times be one and only one Trustee hereunder with
respect to the Securities of each series, which may be a 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 has a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or state authority. If such Person 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 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.



47







 



Section 610. Resignation and Removal; Appointment of Successor.



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



     (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. 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.



     (c)  In accordance with the requirements of Section 315(e) of the Trust
Indenture Act, the Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.



     (d)  If at any time:





		
	 	     (1) the Trustee shall fail to comply with 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, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, subject to the requirements of the Trust Indenture Act on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.



     (e)  If 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


48







 




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.



     (f)  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 by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. 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.



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



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


49







 




 be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
cotrustees 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, subject nevertheless, to its
lien provided for in Section 607.



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



     (d)  No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
the requirements of the Trust Indenture Act.




Section 612. Merger, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger 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 under the requirements of the Trust Indenture Act 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


50







 




Trust Indenture Act regarding the collection of claims
against the Company or other such obligor.




Section 614. Co-trustees and Separate Trustees.



     At any time or times, for the purpose of meeting the legal requirements of
any applicable jurisdiction, the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least 33% in principal amount of the Securities then Outstanding, the Company
shall for such purpose join with the Trustee in the execution and delivery of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If
the Company does not join in such appointment within 15 days after the receipt
by it of a request so to do, or if an Event of Default shall have occurred and
be continuing, the Trustee alone shall have power to make such appointment.



     Should any written instrument or instruments from the Company reasonably
be required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on written request, be executed,
acknowledged and delivered by the Company.



     Every co-trustee or separate trustee shall, except as prohibited by
applicable law, be appointed subject to the following conditions:



     (a)  the Securities shall be authenticated and delivered, and all rights,
powers, duties and obligations hereunder in respect of the custody of
securities, cash and other
personal property held by, or required to be deposited or pledged with,
the Trustee hereunder, shall be exercised solely, by the Trustee;



     (b)  the rights, powers, duties and obligations hereby conferred or imposed
upon the Trustee in respect of any property covered by such appointment shall
be conferred or imposed upon and exercised or performed either by the Trustee
or by the Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;



     (c)  the Trustee at any time, by an instrument in writing executed by it,
with the written concurrence of the Company, may accept the resignation of or
remove any co-trustee or separate trustee appointed under this Section, and, if
an Event of Default shall have occurred and is continuing, the Trustee shall
have power to accept the resignation



51







 


of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company. Upon the written
request of the Trustee, the Company shall join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
effectuate such resignation or removal, the Company’s joining not to be
unreasonably withheld. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section;



     (d)  except as otherwise indicated in the instrument of appointment, no
co-trustee or separate trustee hereunder shall be personally liable by reason
of any act or omission of the Trustee, or any other such trustee hereunder;
and, except as otherwise indicated in the instrument of appointment and in any
event subject to Section 601 hereof, the Trustee shall not be personally liable
by reason of any act or omission of any other such trustee hereunder that has
been approved with due care by the Trustee; and



     (e)  any Act of Holders delivered to the Trustee shall be deemed to have
been delivered to each such co-trustee and separate trustee.




Section 615. Appointment of Authenticating Agent.



     At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof 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



52






 




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 mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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 Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.



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



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




	 	 	 	 	 
	 	 	JPMorgan Chase Bank,

As Trustee
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	As Authenticating Agent
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory




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



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	 	     (a) semi-annually, not more than 15 days after each Regular Record
Date for any series of Securities at the time Outstanding (or after each
of the dates to be specified for such purpose for non-interest bearing
Securities as contemplated by Section 301), a list, in such form as the
Trustee may reasonably require of the names and addresses of the Holders
of Securities of such series as of such Regular Record Date, and
	 
	 	     (b) 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.




Section 702. Preservation of Information; Communications to Holders.



     (a)  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.



     (b)  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.



     (c)  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 any of them shall be held accountable by reason of any disclosure
of information as to the names and addresses of the Holders made pursuant to
the Trust Indenture Act.




Section 703. Reports by Trustee.



     (a)  The Trustee shall, within 60 days after each January 15 following the
date of this Indenture, transmit annually by mail to all Holders, as their
names and addresses appear in the Security Register, a brief report with
respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period, no
such report need be transmitted):





		
	 	     (1) any change to its eligibility under Section 609 and its
qualifications under Section 608;
	 
	 	     (2) the creation of or any material change to a relationship
specified in Section 3l0(b)(l) through Section 3l0(b)(l0) of the Trust
Indenture Act;



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	 	     (3) the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such
report, and for the reimbursement of which it claims or may claim a lien
or charge, prior to that of the Securities, on any property or funds held
or collected by it as Trustee, except that the Trustee shall not be
required (but may elect) to report such advances to the Holders of
Securities of any series if such advances so remaining unpaid aggregate
not more than 1/2 of 1% of the principal amount of the Securities of
such series Outstanding on the date of such report;
	 
	 	     (4) any change to the amount, interest rate and maturity date of all
other indebtedness owing by the Company or by any other obligor on the
Securities to the Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as collateral
security therefor, except an indebtedness based upon a creditor
relationship arising in any manner described in Section 311(b) (2), (3),
(4) or (6) of the Trust Indenture Act;
	 
	 	     (5) any change to the property and funds, if any, physically in the
possession of the Trustee as such on the date of such report;
	 
	 	     (6) any additional issue of Securities which the Trustee has not
previously reported; and
	 
	 	     (7) any action taken by the Trustee in the performance of its duties
hereunder which it has not previously reported and which in its opinion
materially affects the Securities, except action in respect of a default,
notice of which has been or is to be withheld by the Trustee in
accordance with Section 602.



     (b)  The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of
this Section (or if no such report has yet been so transmitted, since the date
of execution of this instrument) for the reimbursement of which it claims or
may claim a lien or charge, prior to that of the Securities, on property or
funds held or collected by it as Trustee and which it has not previously
reported pursuant to this Subsection, except that the Trustee shall not be
required (but may elect) to report such advances to the Holders of Securities
of any series if such advances remaining unpaid at any time aggregate 10% or
less of the principal amount of the Securities of such series Outstanding at
such time, such report to be transmitted within 90 days after such time.



     (c)  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.



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Section 704. Reports by Company.



     The Company shall:





		
	 	     (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Exchange
Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;
	 
	 	     (2) file with the Trustee and the Commission, 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 in such Act; and
	 
	 	     (3) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1)
and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the
Commission. Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information
contained therein or determinable form information contained therein,
including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).




ARTICLE EIGHT

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE;

SUBSTITUTION




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



     The Company shall not consolidate with or amalgamate with or merge into
any other corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, nor permit any Person to
consolidate or amalgamate with or merge into it nor shall the Company permit
any Person to convey, transfer or lease its properties and assets substantially
as an entirety to the Company, unless:



56







 




		
	 	     (1) in case the Company shall consolidate or amalgamate with or
merge into another corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, the
corporation formed by such consolidation or amalgamation 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 organized and validly
existing under the laws of the applicable jurisdiction, and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, in the
case of the Company, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Securities and the
performance of every covenant of this Indenture on the part of the
Company to be performed or observed;
	 
	 	     (2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any of its
Subsidiaries 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 Officer’s
Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger, conveyance, transfer or lease and,
if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such
transaction have been complied with.



Section 802. Substitution of the Company on Certain Terms.



     Any Subsidiary of the Company may assume the obligations of the Company
under any of the Securities, in whole or in part, and the Company shall, with
respect to such Securities, be relieved of all its obligations and covenants
under this Indenture and the Securities, provided that:





		
	 	     (1) such Subsidiary shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Securities and
the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;
	 
	 	     (2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any of its
Subsidiaries 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;



57








 







		
	 	     (3) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such
substitution of the Company 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; and
	 
	 	     (4) the obligations of the Subsidiary are guaranteed on the same
terms as the Company’s guarantee of the debt securities of Total Capital
pursuant to a guarantee and indenture dated to the date hereof.




Section 803. Successor Corporation Substituted.



     (a)  Notwithstanding the provisions of article L. 228.72 and L. 228.73 of
the French Commercial Code, upon any consolidation or amalgamation by the
Company with or merger by the Company into any other corporation 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
corporation formed by such consolidation or amalgamation 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
corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.



     (b)  Upon any assumption pursuant to Section 802 by any Subsidiary of the
Company of obligations of the Company, such Subsidiary shall, to the extent of
such assumption, 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
Subsidiary had been named herein as the Company and thereafter the Company
shall be relieved of all obligations and covenants under this Indenture and the
Securities, in each case to the extent of such assumption.




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 corporation, including as
substitute obligor, to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities;
or



58







 







		
	 	     (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,
however, that any such addition, change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or
	 
	 	     (6) to 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(b); or
	 
	 	     (8) 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, however, that such
action 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 or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this


59







 




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
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or
the 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 1009, 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 1009, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(8).



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



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



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     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.



     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to 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, the
Company, to any such supplemental Indenture may be prepared and executed by the
Company and such Securities may be authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series.




ARTICLE TEN

PARTICULAR COVENANTS OF COMPANY




Section 1001. Payment of Principal, Premium and Interest by Company.



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



61







 



Section 1002. Maintenance of Office or Agency by Company.



     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of 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 or where such notices or demands may
be served 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. Reserved.




Section 1004. Reserved.




Section 1005. Reserved.




Section 1006. Money for Securities Payments to Be Held in Trust.



     If the Company shall at any time act as Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) 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 premium, if any) or 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 (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, 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

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     Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:





		
	 	     (i) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent and
	 
	 	     (ii) during the continuance of any default by the Company (or any
other obligor on 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
such 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 (and premium, if any)
or interest on any Security of any series and remaining unclaimed for two years
after such principal
(and premium, if any) 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, 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 1007. Corporate Existence.



     Subject to Article Eight, the Company will preserve and keep in full force
and effect its corporate existence.




Section 1008. Statement by Executive Officers as to Compliance.



     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 Executive
Officer’s Certificate (which need not comply with the requirements of Section
102), stating whether or not to the best knowledge of the signers thereof the
Company has complied


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with all conditions and covenants on their part contained
in this Indenture, and if such signers have obtained knowledge of any default
by the Company in the performance, observance or fulfillment of any such
condition or covenant, specifying all such defaults and the nature and status
thereof of which they may have knowledge. For the purpose of this Section 1008,
such compliance with the terms, conditions and covenants of the Indenture shall
be determined without regard to any period of grace or requirement of notice
provided hereunder.




Section 1009. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in any covenant set forth in any indenture
supplemental to this Indenture or otherwise established pursuant to Section 301
with respect to the Securities of any series 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.



     With respect to any series of Securities, the Company may, but shall not
be obligated to, establish a record date for the purpose of determining the
Persons entitled to waive any such term, provision or condition. If a record
date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to waive any such term,
provision or condition hereunder, whether or not such Holders remain Holders
after such record date; provided, however, that unless the Holders of at least
a majority in principal amount of the Outstanding Securities of such series
shall have waived such term, provision or condition prior to the date which is
90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
effect.



     Section 1010. Additional Amounts.



     Unless otherwise specified in any Officer’s Certificate of the Company
setting forth the terms of Securities of a series in accordance with Section
301, if any deduction or withholding for any present or future taxes,
assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Company is
incorporated, shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority thereof or therein) in respect of any
amounts to be paid by the Company of principal of or interest on a Security of
any series, the Company will pay to the Holder of a Security of such series
such additional amounts as may be necessary in order that the net amounts paid
to such Holder of such Security, after such deduction or withholding, shall be
not less than the amounts specified in such Security to which such Holder is
otherwise entitled; provided, however, that the


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Company shall not be required
to make any payment of additional amounts for or on account of:



     (a)  any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in trade
or business therein or having or having had a permanent establishment therein;
or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;



     (b)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;



     (c)  any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series;



     (d)  any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of the
Security of such series (i) to provide information concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make
any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is required or imposed by a
statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;



     (e)  any tax, assessment or other governmental charge which such Holder
would have been able to avoid by presenting such Security to another Paying
Agent;



     (f)  any tax, assessment or other governmental charge which is imposed on a
payment pursuant to any European Union Directive on the taxation of savings
implementing the conclusions reached by the ECOFIN Council, or any law
implementing or complying with, or introduced in order to conform to; such
directive; or



     (g)  any combination of items (a), (b), (c), (d), (e) and (f) above; nor
shall additional amounts be paid with respect to any payment of the principal
of, or any interest on, any Security of such series to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor


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with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the Holder of such Security.



     The foregoing provisions shall apply mutatis mutandis to any withholding
or deduction in respect of any amount to be paid by the Company of principal of
or interest on a Security of any series (i) for or on account of any present or
future taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor or substitute Person to the Company is
organized, or any political subdivision or taxing authority thereof or therein;
or (ii) if another Person merges into or transfers its assets to the Company
pursuant to Section 801, for or on account of any taxes, assessments or
governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a
result of (x) the Company’s being treated as engaged in a trade or business, or
having a permanent establishment, in such jurisdiction and (y) the payment of
principal or interest being allocable or attributable to such trade or business
or permanent establishment; provided, however, that such payment of additional
amounts may in any case be subject to such further exceptions as may be
established in the terms of such Securities established as contemplated by
Section 301.



     Subject to the foregoing provisions, whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts
provided for in this Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.



     If the terms of the Securities of a series established as contemplated by
Section 301 do not specify that additional amounts pursuant to the Section will
not be payable by the Company, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the relevant Officer’s
Certificate, the Company will furnish the Trustee and the Company’s principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such
withholding shall be required, then such Officer’s Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of


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Securities and the Company will pay to the Trustee or such Paying
Agent or Paying Agents the additional amounts required by this Section.



     The Company covenants to indemnify each of the Trustee and any Paying
Agent for, and to hold each of them harmless against, any loss, liability or
expense arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officer’s Certificate furnished pursuant to this
Section, except to the extent that any such loss, liability or expense is due
to its own negligence or bad faith.




Section 1011. Negative Pledge.



     As long as any Security is outstanding, the Company undertakes not to
create any pledge, mortgage, charge or other security over any or all of its
present or future assets or revenues as security for any Relevant Indebtedness
issued by it, or over any guarantee made by it of any Relevant Indebtedness
issued by others, unless equivalent security is at the same time given to the
holders of the Securities.




ARTICLE ELEVEN

REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.



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



Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by
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, the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (b)
pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition.




Section 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series 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 not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for



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Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series.



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



     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).



     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 or, if not then ascertainable, the manner
of calculation thereof,
	 
	 	     (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 such Securities are to be surrendered
for payment of the Redemption Price,
	 
	 	     (6) that the redemption is for a sinking fund, if such is the case,



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	 	     (7) the CUSIP or ISIN numbers, if any , assigned to such Securities;
provided, however, that such notice may state that no representation is
made as to the correctness of CUSIP or ISIN numbers, in which case none
of the Company, the Trustee or any agent of the Company or the Trustee
shall have any liability in respect of the use of any CUSIP or ISIN
number or numbers on such notices, and the redemption of such Securities
shall not be affected by any defect in or omission of such numbers, and
	 
	 	     (8) such other matters as the Company shall deem desirable or
appropriate.



     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.




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 1006) 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.




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 installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) 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


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Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security surrendered; provided, that if a Global Security is so
surrendered, such new Security so issued shall be a new Global Security in a
denomination equal to the unredeemed portion of the principal of the Global
Security so surrendered.




Section 1108. Optional Redemption Due to Changes in Tax Treatment.



     With respect to each series of Securities, if, as the result of any change
in or any amendment to the laws or treaties (including any rulings or
regulations issued thereunder) of the jurisdiction of incorporation of the
Company or any successor thereto or substitute obligor therefor, or of any
political subdivision or taxing authority thereof or therein, affecting
taxation, or any change in an application or interpretation of such laws either
generally or in relation to any particular series of Securities, which change
or amendment to such laws or interpretation thereof becomes effective on or
after the date of such series (or in the case of a successor or substitute
person of the Company, the date or which such person assumed its obligations
under Article 8 hereof) or which change in application or interpretation is
notified to the Company on or after such date, it is determined by the Company
that the Company would be required to make payments of additional amounts (i)
in respect of interest on the next succeeding Interest Payment Date pursuant to
the terms of the Securities endorsed on the Securities of such series, as
applicable, assuming a payment in respect of such interest were required to be
made pursuant thereto on such Interest Payment Date, or (ii) in respect of the
principal of any series of Original Issue Discount Securities at the date of
such determination pursuant to the terms of the Securities assuming a payment
in respect of such principal were required to be made
pursuant thereto on such date, in either case the Company may, at its
option, redeem such series of Securities in whole at any time (except in the
case of a series of Securities that has a variable rate of interest, which may
be redeemed on any Interest Payment Date) at a Redemption Price equal to 100
percent of the principal amount thereof plus accrued interest to the date fixed
for redemption (except in the case of any series of Outstanding Original Issue
Discount Securities which may be redeemed at the Redemption Price specified by
the terms of such series). Prior to any redemption of such a series of
Securities pursuant to this Section, the Company shall provide the Trustee with
an Opinion of Counsel that the conditions precedent to the right of the Company
to redeem such series of Securities pursuant to this Section have occurred.
Such Opinion of Counsel shall be based on the laws and application and
interpretation thereof in effect on the date of such opinion or to become
effective on or before the next succeeding Interest Payment Date.



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ARTICLE TWELVE

SINKING FUNDS




Section 1201. Applicability of Article.



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



     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, 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 of any series as provided for by the terms of Securities of such
series.




Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (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 the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided, however, that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities 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
series of Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and stating the basis for such credit and that such
Securities have not been previously so credited and will also deliver to the
Trustee any Securities to be so delivered. Not more than 60 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of


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such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.




* * *



     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.



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




	 	 	 	 	 
	 	 	TOTAL S.A.
	 	 	 	 	 
	 	By	 	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	[By	  	]	 
	 	 	

	 	 
	 	 	 	 	 
	Attest:	 	 	 	 
	 	 	 	 	 
	

Corporate Secretary	 	 	 	 
	 	 	 	 	 
	 	 	
JPMORGAN CHASE BANK, AS TRUSTEE	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	

	 	 
	Attest:	 	 	 	 
	 	 	 	 	 
	

Secretary	 	 	 	 



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Schedule 608




[To Come]





74