Exhibit
4(a)

     

    
      Campbell
Soup Company

       

       

      


       

      Indenture

      Dated as
of November 24, 2008

       

      
 

       

      The Bank
of New York Mellon,

      Trustee

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      TABLE
OF CONTENTS

       

      
        


      

      Page

      
        	
                ARTICLE
      1

                Definitions and Other Provisions of General
      Application

              
	 	 	 
	
                Section
      1.01.

              	
                Definitions

              	
                1

              
	
                Section 1.02.

              	
                Compliance Certificates and Opinions

              	
                10

              
	
                Section 1.03.

              	
                Form of Documents Delivered to
      Trustee

              	
                10

              
	
                Section 1.04.

              	
                Acts of Holders

              	
                11

              
	
                Section 1.05.

              	
                Notices, Etc., to Trustee and
      Company

              	
                14

              
	
                Section 1.06.

              	
                Notice to Holders; Waiver

              	
                14

              
	
                Section 1.07.

              	
                Language of Notices, Etc

              	
                15

              
	
                Section 1.08.

              	
                Conflict with Trust Indenture
      Act

              	
                15

              
	
                Section 1.09.

              	
                Effect of Headings and Table of
      Contents

              	
                16

              
	
                Section 1.10.

              	
                Successors and Assigns

              	
                16

              
	
                Section 1.11.

              	
                Separability Clause

              	
                16

              
	
                Section 1.12.

              	
                Benefits of Indenture

              	
                16

              
	
                Section 1.13.

              	
                Governing
      Law

              	
                16

              
	
                Section 1.14.

              	
                Legal Holidays

              	
                16

              
	
                Section 1.15.

              	
                Judgment Currency

              	
                16

              
	
                Section 1.16.

              	
                Immunity of Incorporators. Shareholders, Officers,
      Directors and Employees

              	
                17

              
	 	 	 
	
                ARTICLE 2

                Security Forms

              
	 
	
                Section
      2.01.

              	
                Forms Generally

              	
                18

              
	
                Section 2.02.

              	
                Form of Trustee’s
      Certificate of Authentication

              	
                18

              
	
                Section 2.03.

              	
                Securities in Global Form

              	
                19

              
	
                Section 2.04.

              	
                Form of Legend for Book-entry
      Securities

              	
                20

              
	 	 	 
	
                ARTICLE 3

                The Securities

              
	
                Section
      3.01.

              	
                Amount Unlimited; Issuable in
      Series

              	
                20

              
	
                Section 3.02.

              	
                Denominations

              	
                23

              
	
                Section 3.03.

              	
                Execution Authentication, Delivery and
      Dazing

              	
                23

              
	
                Section 3.04.

              	
                Temporary Securities

              	
                25

              
	
                Section 3.05.

              	
                Registration, Registration of Transfer and
      Exchange

              	
                27

              
	
                Section 3.06.

              	
                Mutilated, Destroyed, Lost and Stolen
      Securities

              	
                32

              
	
                Section 3.07. 

              	
                Payment of Interest; Interest Rights
      Preserved

              	
                33

              
	
                Section 3.08.

              	
                Persons Deemed Owners

              	
                35

              
	
                Section 3.09.

              	
                Cancellation

              	
                36

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Section 3.10.

              	
                Computation of Interest

              	
                36

              
	
                Section 3.11.

              	
                Electronic Security
Issuance

              	
                36

              
	
                Section 3.12.

              	
                CUSIP Numbers

              	
                37

              
	 	 	 
	
                ARTICLE 4

                Satisfaction
      and Discharge

              
	 
	
                Section
      4.01.

              	
                Satisfaction and Discharge of
      Indenture

              	
                37

              
	
                Section 4.02.

              	
                Application of Trust Money

              	
                38

              
	
                Section 4.03.

              	
                Discharge and Defeasance of Securities of Any
      Series

              	
                39

              
	 	 	 
	
                ARTICLE 5

                Remedies

              
	 
	
                Section
      5.01.

              	
                Events of Default

              	
                41

              
	
                Section
      5.02.

              	
                Acceleration of Maturity; Rescission and
      Annulment

              	
                42

              
	
                Section 5.03. 

              	
                Collection of Indebtedness and Suits for
      Enforcement by Trustee

              	
                43

              
	
                Section 5.04.

              	
                Trustee May File Proof of
    Claim

              	
                43

              
	
                Section 5.05.

              	
                Trustee May Enforce Claims Without
      Possession of Securities or
      Coupons

              	
                44

              
	
                Section 5.06.

              	
                Application of Money
    Collected

              	
                44

              
	
                Section 5.07.

              	
                Limitation On Suits

              	
                45

              
	
                Section 5.08.

              	
                Unconditional Right of I-folders to Receive
      Principal, Premium and Interest.

              	
                45

              
	
                Section 5.09.

              	
                Restoration of Rights and Remedies

              	
                46

              
	
                Section 5.10.

              	
                Rights and Remedies
    Cumulative

              	
                46

              
	
                Section 5.11.

              	
                Delay or Omission Not
Waiver

              	
                46

              
	
                Section 5.12.

              	
                Control by Holders

              	
                46

              
	
                Section 5.13.

              	
                Waiver of Past Defaults

              	
                47

              
	
                Section 5.14.

              	
                Undertaking For Costs

              	
                47

              
	
                Section 5.15.

              	
                Waiver of Stay or Extension Laws

              	
                47

              
	 	 	 
	
                ARTICLE 6

                The Trustee

              
	 
	
                Section
      6.01.

              	
                Certain Duties and
      Responsibilities

              	
                48

              
	
                Section 6.02.

              	
                Notice of Defaults

              	
                49

              
	
                Section 6.03.

              	
                Certain Rights of Trustee

              	
                49

              
	
                Section 6.04.

              	
                Not Responsible For Recitals or Issuance of
      Securities

              	
                51

              
	
                Section
      6.05.

              	
                May Hold Securities

              	
                51

              
	
                Section 6.06.

              	
                Money Held in Trust

              	
                51

              
	
                Section 6.07.

              	
                Compensation and
    Reimbursement

              	
                51

              
	
                Section 6.08.

              	
                Disqualification; Conflicting
      Interests

              	
                52

              
	
                Section 6.09.

              	
                Corporate Trustee Required;
      Eligibility

              	
                52

              
	
                Section 6.10.

              	
                Resignation
      and Removal; Appointment of Successor

              	
                53

              
	
                Section 6.11.

              	
                Acceptance of Appointment by
      Successor

              	
                54

              


      

       

       

      
        
          
          

        

        
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                Section 6.12.

              	
                Merger, Conversion, Consolidation or Succession to
      Business

              	
                55

              
	
                Section 6.13.

              	
                Preferential Collection of Claims Against
      Company

              	
                56

              
	
                Section
      6.14.

              	
                Appointment of Authenticating
      Agent

              	
                56

              
	 	 	 
	
                ARTICLE 7

                Holders’ Lists and
      Reports by Trustee and Company

              
	 
	
                Section
      7.01.

              	
                Company to Furnish Trustee Names and Addresses of
      Holders of Registered Securities

              	
                58

              
	
                Section 7.02.

              	
                Preservation of Information; Communications to Holders

              	
                58

              
	
                Section 7.03.

              	
                Reports By Trustee

              	
                59

              
	
                Section 7.04.

              	
                Reports By Company

              	
                60

              
	 	 	 
	
                ARTICLE 8

                Consolidation, Merger, Conveyance, Transfer Or
      Lease

              
	 
	
                Section
      8.01.

              	
                Company May Consolidate, Etc., Only On Certain
      Terms.

              	
                61

              
	
                Section 8.02.

              	
                Successor
      Substituted

              	
                61

              
	 	 	 
	
                ARTICLE 9

                Supplemental Indentures

              
	 
	
                Section
      9.01.

              	
                Supplemental Indentures Without Consent of
      Holders

              	
                62

              
	
                Section 9.02.

              	
                Supplemental Indentures With Consent of
      Holders

              	
                63

              
	
                Section 9.03.

              	
                Execution of Supplemental
      Indentures

              	
                64

              
	
                Section 9.04.

              	
                Effect of Supplemental
      Indentures

              	
                64

              
	
                Section 9.05.

              	
                Conformity With Trust Indenture
      Act

              	
                64

              
	
                Section 9.06.

              	
                Reference In Securities To Supplemental
      Indentures

              	
                64

              
	 	 	 
	
                ARTICLE 10

                Covenants

              
	 
	
                Section
      10.01.

              	
                Payment of Principal, Premium and
      Interest

              	
                65

              
	
                Section 10.02.

              	
                Maintenance of Office or
    Agency

              	
                65

              
	
                Section 10.03.

              	
                Money For Security Payments to be Held in
      Trust

              	
                67

              
	
                Section 10.04.

              	
                Restrictions on Secured
Debt

              	
                68

              
	
                Section 10.05.

              	
                Restrictions on Sales and
      Leasebacks

              	
                70

              
	
                Section 10.06.

              	
                Statement as to Compliance

              	
                71

              
	
                Section 10.07.

              	
                Corporate Existence

              	
                71

              
	
                Section 10.08.

              	
                Waiver of Certain Covenants

              	
                71

              
	
                Section 10.09.

              	
                Additional Amounts

              	
                72

              
	
                Section 10.10.

              	
                Calculation of Original Issue
      Discount

              	
                73

              
	 	 	 
	
                ARTICLE 11

                Redemption of Securities

              
	 
	
                Section
      11.01.

              	
                Applicability of This Article

              	
                73

              


      

       

       

      
        
          
          

        

        
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                Section 11.02.

              	
                Election to Redeem; Notice to
      Trustee

              	
                73

              
	
                Section 11.03.

              	
                Selection by Trustee of Securities to be
      Redeemed

              	
                73

              
	
                Section 11.04.

              	
                Notice of Redemption

              	
                74

              
	
                Section 11.05.

              	
                Deposit of Redemption Price

              	
                75

              
	
                Section 11.06.

              	
                Securities Payable on Redemption Date

              	
                75

              
	
                Section 11.07.

              	
                Securities Redeemed in Part

              	
                76

              
	 	 	 
	
                ARTICLE 12

                Sinking Funds

              
	 
	
                Section
      12.01.

              	
                Applicability of Article

              	
                76

              
	
                Section 12.02.

              	
                Satisfaction of Sinking Fund Payments with
      Securities

              	
                77

              
	
                Section 12.03.

              	
                Redemption of Securities for Sinking Fund

              	
                77

              
	 	 	 
	
                ARTICLE 13

                Meetings of Holders of
      Securities

              
	 
	
                Section
      13.01.

              	
                Purposes for Which Meetings May be
      Called

              	
                77

              
	
                Section 13.02.

              	
                Call, Notice and Place of
      Meetings

              	
                78

              
	
                Section 13.03.

              	
                Persons Entitled to Vote at
      Meetings

              	
                78

              
	
                Section 13.04.

              	
                Quorum;
      Action

              	
                78

              
	
                Section 13.05.

              	
                Determination of Voting Rights; Conduct and
      Adjournment of Meetings

              	
                80

              
	
                Section 13.06.

              	
                Counting Votes and Recording Action of
      Meetings

              	
                80

              


      

      


       

      
        
          
          

        

        
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      INDENTURE,
dated as of November 24, 2008, from CAMPBELL SOUP COMPANY, a New Jersey
corporation (hereinafter called the “Company”) having its principal
office at Campbell Place, Camden, New Jersey 08101-0391 to The Bank of New York
Mellon, a banking corporation duly incorporated and existing under the laws of
the State of New York (hereinafter called the “Trustee”).

       

      RECITALS
OF THE COMPANY

       

      The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (hereinafter 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 a series thereof, as
follows:

       

       

      ARTICLE
1

      Definitions
and Other Provisions of General Application

       

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

       

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

       

      (b)        all
other term used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

       

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

       

       

      
        
          
          

        

        
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      (d)        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 1.04.

       

      “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.

       

      “Attributable Debt” means, as
to any particular lease under which any Person is at the time liable and at any
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the remaining
primary term thereof, discounted from the respective due dates thereof to such
date at the actual percentage rate inherent in such arrangement as determined in
good faith by the Company. The net amount of rent required to be paid under any
such lease for any such period shall be the aggregate amount of the rent payable
by the lessee with respect to such period after excluding amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

       

      “Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf
of the Trustee to authenticate Securities of one or more series.

       

      “Authorized Newspaper” means a
newspaper, in the English language or in an official language of the country of
publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial community of
such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

       

      “Authorized Officer”, when used
with respect to the Company, means the Chairman of the Board, the Vice Chairman
of the Board, the President, the 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      chief
financial officer, the chief legal officer, the Treasurer, a Deputy Treasurer,
an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the Company.

       

      “Bearer Security” means any
Security substantially in the form for Bearer Securities set forth in Exhibit B
or established pursuant to Section 2.01 which is payable to bearer.

       

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

       

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

       

      “Book-Entry Security” means a
Security bearing the legend specified in Section 2.04, evidencing all or part of
a series of Securities, issued to the Depository for such series or its nominee,
and registered in the name of such Depository or such nominee. Book-Entry
Securities shall not be deemed to be Securities in global form for purposes of
Sections 2.01
and 2.03 and Article 3 of the Indenture.

       

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

       

      “Capital Stock”, as applied to
the stock of any corporation, means the capital stock of every class whether now
or hereafter authorized, regardless of whether such capital stock shall be
limited to a fixed sum or percentage with respect to the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of such
corporation.

       

      “Clearstream” means Clearstream
Banking, société anonyme, or its successor.

       

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

       

      “Common Depository” has the
meaning specified in Section 3.04.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

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

       

      “Company Request” and “Company Order” mean,
respectively, a written request or order signed in the name of the Company by
two Authorized Officers of the Company, and delivered to the
Trustee.

       

      “Consolidated Net Assets” means
total assets after deducting therefrom all current liabilities as set forth on
the most recent balance sheet of the Company and its consolidated subsidiaries
and computed in accordance with generally accepted accounting
principles.

       

      “Corporate Trust Office” means
the principal office of the Trustee at which at any time its corporate trust
business shall be administered, which office at the date hereof is located at
101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate
Trust Administration, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and
the Company).

       

      “coupon” means any interest
coupon appertaining to a Bearer Security.

       

      “Defaulted Interest” has the
meaning specified in Section 3.07.

       

      “Depository” means with respect
to the Securities of any series issuable or issued in whole or in part in the
form of one or more Book-Entry Securities, the clearing agency registered under
the Securities Exchange Act of 1934, as amended, specified for that purpose
contemplated by Section 3.01.

       

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

       

      “Euroclear” means the operator
of the Euroclear System.

       

      “Event of Default” has the
meaning specified in Section 5.01.

       

      “Exchange Date” has the meaning
specified in Section 3.04.

       

      “Funded Debt” means (i) all
indebtedness for money borrowed having a maturity of more than 12 months from
the date as of which the determination is made or having a maturity of 12 months
or less but by its terms being renewable or extendible beyond 12 months from
such date at the option of the borrower and (ii) rental obligations payable more
than 12 months from such date under leases which are capitalized in accordance
with generally accepted accounting principles 

       

       

      
        
          
          

        

        
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      (such
rental obligations to be included as Funded Debt at the amount so capitalized
and to be included for the purposes of the definition of Consolidated Net Assets
both as an asset and as Funded Debt at the  amount so
capitalized).

       

      “Holder” means in the case of a
Registered Security the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security, or any related coupon,
the bearer thereof.

       

      “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of a particular
series of Securities established as contemplated by Section 3.01.

       

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

       

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

       

      “Judgment Currency” has the
meaning specified in Section 1.15.

       

      “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.

       

      “Officers’ Certificate” means a
certificate signed by two Authorized Officers of the Company and delivered to
the Trustee.

       

      “Opinion of Counsel” means a
written opinion of counsel, who may be an employee of or counsel to the Company
reasonably satisfactory to the Trustee.

       

      “Original Issue Discount
Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Stated Maturity thereof pursuant to Section
5.02.

       

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

       

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

       

      (ii)           Such
Securities or portions thereof for whose payment or redemption (a) money in the
necessary amount has been theretofore deposited in trust with the Trustee or any
Paying Agent (other than the 

       

       

      
        
          
          

        

        
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      Company)
or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto or (b) U.S. Government Obligations as contemplated by
Section 4.03 in the necessary amount have been theretofore deposited in
satisfaction of the requirements of Section 4.03 with the Trustee (or another
trustee satisfying the requirements of Section 6.09) in trust for the Holders of
such Securities and any coupons thereto appertaining in accordance with Section
4.02; provided that, if
such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and

       

      (iii)           Such
Securities which have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the
Company;

       

      provided, however, that in
determining whether the Holders of the requisite principal amount of such
Outstanding Securities have given any request, demand, authorization direction,
notice, consent or waiver hereunder or whether a quorum is present at a meeting
of Holders of such Securities, (i) 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 Stated Maturity thereof pursuant to
Section 5.02, (ii) the principal amount of Securities denominated in more than
one currency (including composite currencies) shall be the U.S. Dollar
equivalent (determined, unless otherwise provided as contemplated by Section
3.01, on the basis of the spot rate of exchange, on the date of such
determination, for any currency other than Dollars as determined by the Company
or by an authorized exchange rate agent and evidenced to the Trustee by an
Officers’ Certificate) of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. Dollar equivalent on the date of such
determination of the amount determined as provided in (i) above) of such
Securities, and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or 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, or upon any such
determination as to the presence of a quorum 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 

       

       

      
        
          
          

        

        
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      obligor
upon the Securities or any Affiliate of the Company or such other obligor. For
purposes of clause (ii) above, an exchange rate agent may be authorized in
advance or from time to time by the Company, and may be the Trustee. Any such
determination by the Company or by any such exchange rate agent shall be
conclusive and binding on all Holders of Securities and related coupons, if any,
and the Trustee, and neither the Company nor such exchange rate agent shall be
liable therefor in the absence of bad faith; and

       

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

       

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

       

      “Place of Payment”, when used
with respect to any series of Securities or any coupons, means the place or
places where, subject to the provisions of Section 10.02, the principal of (and
premium, if any) and interest, if any, on the Securities of that series are
payable as specified as contemplated by Section 3.01.

       

      “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 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains, as the case may be, shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security or the Security
to which the mutilated, destroyed, lost or stolen coupon appertains, as the case
may be.

       

      “Principal Property” means (a)
any manufacturing or processing plant or warehouse owned at the date hereof or
hereafter acquired by the Company or any Restricted Subsidiary of the Company
which is located within the United States of America and the gross book value
(including related land and improvements thereon and all machinery and equipment
included therein without deduction of any depreciation reserves) of which on the
date as of which the determination is being made exceeds 2% of Consolidated Net
Assets, other than (i) any property which in the opinion of the Board of
Directors is not of material importance to the total business conducted by the
Company as an entirety or (ii) any portion of a particular property which is
similarly found not to be of material importance to the use or operation of such
property.

       

      “Realty Subsidiary” means a
Subsidiary of the Company engaged primarily in the development and sale or
financing of real property.

       

       

      
        
          
          

        

        
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      “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  or in such Security (including
any premium with respect thereto).

       

      “Registered Security” means any
Security substantially in the form for Registered Securities set forth in
Exhibit A or established pursuant to Section 2.01 which is registered in the
Security Register.

       

      “Regular Record Date” for the
interest payable on any Interest Payment Date on the Registered Securities of
any series means the date specified for that purpose as contemplated by Section
3.01.

       

      “Required Currency” has the
meaning specified in Section 1.15.

       

      “Responsible Officer”, when
used with respect to the Trustee, means any officer within the corporate trust
department of the Trustee (or any successor group of the Trustee) including any
vice president, assistant vice president, assistant treasurer, assistant
secretary or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred at the Trustee’s principal Corporate Trust Office because of his
knowledge of and familiarity with the particular subject.

       

      “Restricted Subsidiary” means a
Subsidiary of the Company (i) substantially all the property of which is
located, or substantially all the business of which is carried on, within the
United States of America and (ii) which owns a Principal Property, but does not
include a Realty Subsidiary.

       

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

       

      “Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.05.

       

      “Special Record Date” for the
payment of any Defaulted Interest on the Registered Securities of any series
means a date fixed by the Trustee pursuant to Section 3.07.

       

      “Stated Maturity”, when used
with respect to any Security or any installment of principal thereof or interest
thereon, means the date specified in such Security or a coupon representing such
installment of interest as the fixed 

       

       

      
        
          
          

        

        
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      date on
which the principal of such Security or such installment of principal or
interest is due and payable.

       

      “Subsidiary” means any
corporation more than 50% of the outstanding Voting Stock of which at the time
of determination is owned, directly or indirectly, by the Company and/or one or
more other 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 then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.

       

      “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended, and as it may be further amended from
time to time.

       

      “United States” means the
United States of America (including the States and the District of Columbia),
its territories and possessions and other areas subject to its
jurisdiction.

       

      “United States Alien” means any
Person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust, or a foreign partnership one or more of the members
of which is, for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or non-resident alien fiduciary of
a foreign estate or trust.

       

      “U.S. Government Obligations”
means securities which are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such obligation
evidenced by such depository receipt or a specific payment of interest on or
principal of any such 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 obligation set forth in (i) or (ii) above or
the specific payment of interest on or principal of such obligation evidenced by
such depository receipt.

       

      “Voting Stock” means Capital
Stock of a corporation of the class or classes having general voting power under
ordinary circumstances to elect at least 

       

       

      
        
          
          

        

        
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      a majority
of the board of directors, managers or trustees of such corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power upon the occurrence of any
contingency).

       

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

       

      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

       

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

       

      (b)        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;

       

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

       

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

       

      Section
1.03.  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 

       

       

      
        
          
          

        

        
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      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 Authorized
Officer or Authorized Officers, of the Company stating that the information with
respect to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

       

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

       

      Section
1.04.  Acts of
Holders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing. If
Securities of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record, or both, are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such
meeting.  Proof of execution of any such instrument or of a writing
appointing any such agent or proxy, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company and any agent
of the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 13.06.

       

      (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 any 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
an officer of a corporation or association or a member of a 

       

       

      
        
          
          

        

        
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      partnership,
or an official of a public or governmental body, on behalf of such corporation,
association, partnership or public or governmental body or by a fiduciary, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manlier which shall be satisfactory to the
Trustee.

       

      (c)        The
principal amount and serial numbers of Registered Securities held by any Person,
and the date of holding the same, shall be proved by the Security
Register.

       

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

       

      (e)        Any
request, demand, authorization, direction, notice, consent, waiver or other
action by 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 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.

       

      (f)        With
respect to the Securities of any Series, upon receipt by the Trustee of (i) any
written notice directing the time, method or place of conducting any proceeding
or exercising any trust or power pursuant to Section 5.12 with respect to
Securities of such series or (ii) any written demand, request or notice with
respect to any matter of which the Holders of Securities of such series are
entitled to act under this Indenture, in each case from Holders of less than, or
proxies representing less than, the requisite principal amount of Outstanding
Securities of such series entitled to give such demand, request or notice, the
Trustee shall promptly notify the Company in writing that it has received such
demand, request or notice, and the Company shall establish a record date for
determining Holders of Outstanding Securities of such series entitled to join in


       

       

      
        
          
          

        

        
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      such
demand, request or notice, which record date shall be the close of business on
the day the Trustee received such demand, request or notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such demand, request or notice whether or not such Holders
remain Holders after such record date; provided, however, that
unless the Holders of the requisite principal amount of Outstanding Securities
of such series shall have joined in such demand, request or notice prior to the
day which is the ninetieth day after such record date, such demand, request or
notice shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, (i) after the expiration of such 90-day
period, a new demand, request or notice identical to a demand, request or notice
which has been cancelled pursuant to the proviso to the preceding sentence
or (ii) during any such 90-day period, a new demand, request or notice
which has been cancelled pursuant to the proviso to the preceding sentence
or (iii) during any such 90-day period, a new demand, request or notice
contrary to or different from such demand, request or notice, in any of which
events a new record date shall be established pursuant to the provisions of this
clause.

       

      (g)        The
Company may set any day as the record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities of such series. With regard to any record date set pursuant to
this paragraph, the Holders of Outstanding Securities of the relevant series on
such record date (or their duly appointed agents), and only such Persons, shall
be entitled to give or take the relevant action, whether or not such Holders
remain Holders after such record date. With regard to any action that may be
given or taken hereunder only by Holders of a requisite principal amount of
Outstanding Securities of any series (or their duly appointed agents) and for
which a record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be given
or taken by any Holder shall be effective hereunder unless given or taken on or
prior to such expiration date by Holders of the requisite principal amount of
Outstanding Securities of such series on such date (or their duly appointed
agents).  On or prior to any expiration date set pursuant to this
paragraph, the Company may, on one or more occasions at its option, extend such
date to any later date.  Nothing in this paragraph shall prevent any
Holder (or any duly appointed agent thereof) from giving or taking, after any
expiration date, any action identical to, or, at any time, contrary to or
different from, any action, given or taken, or purported to have been given or
taken, hereunder by a Holder on or prior to such date, in which event the
Company may set a record date in respect thereof pursuant to this
paragraph.  Notwithstanding the foregoing or the Trust Indenture Act,
the Company shall not set a record date for, and the provisions of this
paragraph shall not apply with respect to, any action to be given or taken by
Holders pursuant to Section 5.01, 5.02 or 5.12.

       

       

      
        
          
          

        

        
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      Section
1.05.  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,

       

      (a)        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, which, as of the date of this Indenture, is The
Bank of New York Mellon, 101 Barclay Street, Floor 8W, New York, NY 10286, Attn:
Corporate Trust Administration – Campbell Soup Company; or

       

      (b)        the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument, to the
attention of the Corporate Secretary or at any other address previously
furnished in writing to the Trustee by the Company; provided, however, that such
instrument will be considered properly given if submitted by
facsimile.

       

      Notwithstanding
the foregoing, the Trustee agrees to accept and act upon instructions or
directions pursuant to this Indenture sent by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods; provided, however,
that (a) the party providing such written instructions, subsequent to such
transmission of written instructions, shall provide the originally executed
instructions or directions to the Trustee in a timely manner, and (b) such
originally executed instructions or directions shall be signed by an authorized
representative of the party providing such instructions or
directions.  If the party elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling.  The
Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with
a subsequent written instruction.  The party providing electronic
instructions agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk or interception and misuse by third
parties.

       

      Section
1.06.  Notice to
Holders; Waiver. Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders
of any event,

       

      (a)        such
notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice;

       

       

      
        
          
          

        

        
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      (b)        such
notice shall be sufficiently given to Holders of Bearer Securities if published
in an Authorized Newspaper in the City of New York and in such other city or
cities as may be specified in such Securities on a Business Day at least once,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such
notice.

       

      If, by
reason of the suspension of regular mail service, it shall be impracticable to
mail notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then such
manner of giving such notice as shall be acceptable to the Trustee shall
constitute sufficient giving of such notice. In any case where notice to Holders
of Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice with
respect to Holders of Bearer Securities given as provided herein.

       

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

       

      Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

       

      Section
1.07.  Language of
Notices, Etc.  Any request, demand, authorization, direction,
notice, consent, waiver, Act of Holders or other document required or permitted
under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of
publication.

       

      Section
1.08.  Conflict with
Trust Indenture Act.  If any provision hereof limits, qualifies
or conflicts with another provision hereof which is required to be included in
this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.

       

       

      
        
          
          

        

        
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      Section
1.09.  Effect of
Headings and Table of Contents.  The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

       

      Section
1.10.  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
1.11.  Separability
Clause.  In case any provision in this Indenture or the
Securities or coupons 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
1.12.  Benefits of
Indenture.  Nothing in this Indenture or the Securities or
coupons, expressed or implied, shall give to any Person, other than the parties
hereto, their successors hereunder and the Holders of Securities or coupons, any
benefit or any legal or equitable right, remedy or claim under this
Indenture.

       

      Section
1.13.  Governing
Law.  This Indenture and the Securities and any coupons shall
be governed by and construed in accordance with the laws of the State of New
York without giving effect to the conflicts of laws provisions
thereof.

       

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

       

      Section
1.15.  Judgment
Currency. The Company agrees, to
the fullest extent that it may effectively do so under applicable law, that (a)
if for the purpose of obtaining judgment in any court it is necessary to convert
the sum due on the Securities of any series from the currency in which such sum
is payable in accordance with the terms of such Securities (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 in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day 

       

       

      
        
          
          

        

        
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      preceding
that on which a final unappealable judgment is rendered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), 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, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking
Day” means any day except a Saturday, Sunday or a legal holiday in The
City of New York or a day on which banking institutions in The City of New York
are authorized or required by law or executive order to close.

       

      Section
1.16.  Immunity of
Incorporators, Shareholders, Officers, Directors and
Employees.  (a) No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, shareholder, officer, director or employee, as such, past, present
or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations of the Company, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers, directors or employees, as such, of the
Company or of any successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations
or agreements contained in this Indenture or in any of the Securities or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareholder, officer, director or
employee, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of such Securities.

       

      (b)        All
payments of interest and other amounts, if any, to be made by the Trustee
hereunder shall be made only from the money deposited with the Trustee and only
to the extent that the Trustee shall have sufficient income or proceeds to make
such payments in accordance with the terms of this Indenture, and each Holder
hereof, by its acceptance of a Security, agrees that it will look solely to the
income and proceeds deposited by the Company with the Trustee to 

       

       

      
        
          
          

        

        
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      the extent
available for distribution to the Holder thereof as provided and that the
Trustee is not personally liable in any manner to the Holder hereof for any
amounts payable or any liability under this Indenture of any
Security.

       

       

      ARTICLE
2

      Security
Forms

       

      Section
2.01.  Forms
Generally. The Registered
Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons, if any, shall be in substantially the form set forth
in Exhibit A and Exhibit B to this Indenture, respectively, or in such other
form (including temporary or permanent global form) as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 3.01, 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 officers executing such
Securities and coupons, if any, as evidenced by their execution of the
Securities and coupons, if any. If the forms of Securities and coupons, if any,
of any series (or the form of any such temporary or permanent global Security)
are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities or coupons (or any such temporary
or permanent global Security).

       

      Unless
otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, the Securities of each series shall be
issuable in registered form without coupons. If so provided as contemplated by
Section 3.01, the Securities of a series also shall be issuable in bearer form,
with interest coupons, if any, attached.

       

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

       

      Section
2.02.  Form of
Trustee’s Certificate of Authentication.  The Trustee’s
certificate of authentication shall be in substantially the following
form:

       

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

       

       

      
        
          
          

        

        
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                The
      Bank of New York Mellon, as Trustee

                 

              	 
	
                By:

              	 
      	 
	
                Authorized
      Signatory

              	 


      

      


      Section
2.03.  Securities in
Global Form. If Securities of a
series are issuable in global form, as specified as contemplated by Section
3.01, then, notwithstanding clause (h) of Section 3.01 and the provisions of
Section 3.02, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any decrease
in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or Persons
as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel.

       

      The
provisions of the last sentence of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company, and the Company delivers to the Trustee the Security in
global form together with written instructions in the form of an Officers’
Certificate upon which the Trustee may conclusively rely, and which need not be
accompanied by an Opinion of Counsel, with regard to the reduction in the
principal amount of Securities represented thereby, together with the Officers’
Certificate contemplated by the last sentence of Section 3.03.

       

      Notwithstanding
the provisions of Sections 2.01 and 3.07,
payment of principal of (and premium, if any) and interest, if any, on any
Security in permanent global form shall be made to the Person in whose name such
Security is registered in the Trustee’s Security Register.

       

      Notwithstanding
the provisions of Section 3.08, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder a Person in whose name such
Security is registered in the Trustee’s Security Register or, in the case of a
permanent global Security in bearer form, a Person specified in a 

       

       

      
        
          
          

        

        
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      written
statement of Euroclear or Clearstream, which is produced to the Trustee by such
Person.

       

      Section
2.04.  Form of
Legend for Book-Entry Securities. Any Book-Entry Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

       

      If a
Book-Entry Security – “This Security is a Book-Entry Security within the meaning
of the Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Security is exchangeable for
Securities registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except
in such limited circumstances.”

       

       

      ARTICLE
3

      The
Securities

       

      Section
3.01.  Amount
Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

       

      The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution, and, subject to Section 3.03, set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

       

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

       

      (b)        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 Sections 3.04, 3.05, 3.06,
9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03 are
deemed never to have been authenticated and delivered hereunder);

       

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

       

      (d)        the
rate or rates (which may be fixed or floating) 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


       

       

      
        
          
          

        

        
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      be payable
and the Regular Record Date for the interest payable on Registered Securities on
any Interest Payment Date or the formula or method by which such rate or rates,
or date or dates may be determined;

       

      (e)        the
place or places where, subject to the provisions of Section 10.02, the principal
of (and premium, if any) and interest, if any, on Securities of the series shall
be payable, any Registered Securities of the series may be surrendered for
registration of transfer, Securities of the series may be surrendered for
exchange and notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

       

      (f)        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;

       

      (g)        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;

       

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

       

      (i)        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 Stated Maturity thereof pursuant to Section 5.02;

       

      (j)        any
paying agents, transfer agents, registrars or any other agents with respect to
the Securities of the series;

       

      (k)        the
currency or currencies, including composite currencies, in which payment of the
principal of (and premium, if any) and interest, if any, on such Securities
shall be payable if other than the currency of the United States;

       

      (l)        if
the principal of (and premium, if any), or interest, if any, on such Securities
are to be payable, at the election of the Company or any Holder thereof, in a
coin or currency or currencies, including composite currencies, other than that
or those in which such Securities are stated to be payable, the coin or currency
or currencies, including composite currencies, in which payment of the principal
of (and premium, if any), or interest, if any, on Securities of such series as
to which such election is made shall be payable, and the period or periods
within which, and the terms and conditions upon which, such election may be
made;

       

       

      
        
          
          

        

        
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      (m)                   if
such Securities are to be denominated in more than one currency, including
composite currencies, the basis of determining the equivalent price in the
currency of the United States (if other than as set forth in the definition of
Outstanding) for purposes of determining the voting rights of Holders of such
Securities under this Indenture;

       

      (n)        if
the amount of payments of principal of (and premium, if any), or portions
thereof, or interest, if any, on such Securities may be determined with
reference to an index, formula or other method, the manner in which such amounts
shall be determined;

       

      (o)        whether
Securities of the series are to be issuable as Registered Securities, Bearer
Securities or both, whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 3.05;

       

      (p)        the
applicability of Section 4.03 of this Indenture to the Securities of such
series;

       

      (q)        any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or
not such Events of Default or covenants are consistent with the Events of
Default or covenants, as the case may be, set forth herein;

       

      (r)        whether
the Securities of the series shall be issued upon original issuance in whole or
in part in the form of one or more Book-Entry Securities and, in such case (a)
the Depository with respect to such Book-Entry Security or Securities; and (b)
the circumstances under which any such Book-Entry Security may be exchanged for
Securities registered in the name of, and any transfer of such Book-Entry
Security may be registered to, a Person other than such Depository or its
nominee, if other than as set forth in Section 3.05 and

       

      (s)        any
other terms of or provisions applicable to the series (which terms and
provisions shall not be inconsistent with the provisions of this
Indenture).

       

      All
Securities of any one series and any coupons appertaining thereto shall be
substantially identical except, in the case of Registered Securities, as to
denomination and except in the case of any series of Securities, as may
otherwise be provided in or pursuant to such Board Resolution referred to above
and (subject to Section 3.03) set forth in such Officers’ Certificate or in any
such indenture supplemental hereto. All Securities of one series need not be
issued at the same time and, unless otherwise provided, a series may be reopened
for 

       

       

      
        
          
          

        

        
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      issuances
of additional Securities of such series. Securities may differ between series in
respect of any matters.

       

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

       

      Section
3.02.  Denominations. Unless otherwise
provided as contemplated by Section 3.01 with respect to the Securities of any
series, any Registered Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of such series shall be issuable in the denomination of
$5,000.

       

      Section
3.03.  Execution,
Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its chairman of the board, its president,
its chief financial officer, its treasurer or its deputy treasurer, attested by
its secretary or one of its assistant secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of the treasurer, deputy treasurer or any assistant
treasurer of the Company.

       

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

       

      At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupons
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided, further, that a
Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have furnished a
certificate in the form set forth in Exhibit C-1 to this Indenture, dated no
earlier than 15 days prior to the earlier of the date on which such Bearer
Security is delivered and the date on which any temporary global Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary global Security and this Indenture. If any Security shall be
represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 3.04, the notation of a beneficial owner’s interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be 

       

       

      
        
          
          

        

        
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      delivery
in connection with its original issuance of such beneficial owner’s interest in
such permanent global Security. Except as permitted by Section 3.06 the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled.

       

      If the
forms or terms of the Securities of the series and any related coupons have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01
and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating,

       

      (a)        if
the forms of such Securities and any coupons have been established by or
pursuant to a Board Resolution as permitted by Section 2.01, that such forms
have been established in conformity with the provisions of this
Indenture;

       

      (b)        if
the terms of such Securities and any coupons have been established by or
pursuant to a Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this
Indenture;

       

      (c)        that
all conditions precedent in the Indenture to the issuance and authentication of
the Securities have been complied with by the Company; and

       

      (d)        that
such Securities, together with any coupons appertaining thereto, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to customary qualifications specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject, as to enforcement to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general
equity principles. If such forms or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or will otherwise
affect the Trustee in a manner which is not reasonably acceptable to the
Trustee.

       

      Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all Securities
of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.01 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series
to be issued.

       

       

      
        
          
          

        

        
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      A Company
Order delivered in the circumstances set forth in the preceding paragraph may
provide that Securities which are the subject thereof will be authenticated and
delivered by the Trustee on original issue from time to time upon the written
order of persons designated in such Company Order, and that such persons are
authorized to determine, consistent with the Officers’ Certificate referred to
in Section 3.01
or any applicable supplemental indenture, such terms and conditions of said
Securities as are specified in such Company Order, provided the foregoing
procedure is acceptable to the Trustee.

       

      Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security of a series shall be dated as of the date of the initial issuance of
Securities of such series.

       

      No
Security or any related coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security, or the Security to which such coupon appertains, a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and that such Security and any related
coupon are entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09 together
with an Officers’ Certificate (which need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

       

      Section
3.04.  Temporary
Securities. Pending the preparation
of definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of Bearer Securities of any series,
such temporary Securities may be in global form, representing all of the
Outstanding Bearer Securities of such series. A temporary Bearer Security shall
be delivered only in compliance with the conditions set forth in Section
3.03.

       

      Except in
the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), if temporary
Securities of any series are issued, the Company will cause definitive


       

       

      
        
          
          

        

        
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      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
maintained pursuant to Section 10.02 in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of the same series and of like tenor of authorized
denominations; provided,
however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 3.03. 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.

       

      If
temporary Securities of any series are issued in global form, any such temporary
global Security shall, unless otherwise provided therein, be delivered to the
London office of a depository or common depository (the “Common Depository”), for the
benefit of Euroclear and Clearstream, for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct).

       

      Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security of a
series (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities of
such series in aggregate principal amount equal to the principal amount of such
temporary global Security, executed by the Company. On or after the Exchange
Date, such temporary global Security shall be surrendered by the Common
Depository to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities of
such series without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, a like aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged; provided,
however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depository, such temporary global
Security is accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euroclear as to the portion of such temporary global Security
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by Clearstream as to the portion of such


       

       

      
        
          
          

        

        
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      temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit C.2 to this Indenture. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 3.01, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section
3.03.

       

      Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit C.1 to this Indenture, dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be available from
the offices of Euroclear and Clearstream, the Trustee and each Paying Agent.
Unless otherwise specified in such temporary global Security, any such exchange
shall be made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

       

      Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 3.01, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee
of a certificate or certificates in the form set forth in Exhibit C.3 to this
Indenture, for credit without further interest on or after such Interest Payment
Date to the respective accounts of the Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, the case may be, a certificate in the
form set forth in Exhibit C.4 to this Indenture. Any interest so received by
Euroclear and Clearstream and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company In accordance with Section
10.03.

       

      Section
3.05.  Registration,
Registration of Transfer and Exchange. The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency to 

       

       

      
        
          
          

        

        
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      be
maintained by the Company in accordance with Section 10.02 being herein
sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Trustee is hereby appointed “Security Registrar” for
the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

       

      Upon due
surrender for registration of transfer of any Registered Security of any series
at the office or agency maintained pursuant to Section 10.02 for such purpose in
a Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and
tenor.

       

      At the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor, upon surrender of the
Securities to be exchanged at such office or agency. Bearer Securities may not
be issued in exchange for Registered Securities.

       

      At the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured or matured coupon
or coupons in default, such exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company or jointly by the Company
and the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 10.02, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be, and interest or Defaulted
Interest as the case may be, will not be payable on such Interest Payment Date
or 

       

       

      
        
          
          

        

        
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      proposed
date for payment, as the case may be, in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

       

      Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

       

      Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.01,
any permanent global Security shall be exchangeable only as provided in this
paragraph. If the beneficial owners of interest in a permanent global Security
are entitled to exchange such interests for Securities of such series and of
like tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 3.01, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
permanent global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be surrendered by the Common Depository or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee as the
Company’s agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities of the same series without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 3.01, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof, provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and ending
on the relevant Redemption Date; and provided, further, that no
Bearer Security delivered in exchange for a portion of a permanent global
Security (or, if specified as contemplated by Section 3.01, in exchange for
Registered Securities) shall be mailed or otherwise delivered to any location in
the United States. Promptly following any such exchange in part and any
endorsement thereon to reflect the amount represented by such exchange, such
permanent global 

       

       

      
        
          
          

        

        
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      Security
shall be returned by the Trustee to the Common Depository or such other
depositary or Common Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

       

      Notwithstanding
the foregoing and except as otherwise specified or contemplated by Section 3.01,
any Book-Entry Security shall be exchangeable pursuant to this Section 3.05 or
Sections 3.04, 9.06 and
11.07 for Securities registered in the name of, and a transfer of a Book-Entry
Security or any series may be registered to, any Person other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Book-Entry Security or if at any time such Depository ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, (ii)
the Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so exchangeable and the transfer thereof so
registrable or (iii) there shall have occurred and be continuing an Event of
Default, or an event which after notice or lapse of time would be an Event of
Default, with respect to the Securities of such series. Upon the occurrence in
respect of any Book-Entry Security of any series of any one or more of the
conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 3.01 for
such series, such Book-Entry Security may be exchanged for Securities registered
in the names of, and the transfer of such Book-Entry Security may be registered
to, such Persons (including Persons other than the Depository with respect to
such series and its nominees) as such Depository shall direct. Notwithstanding
any other provision of this Indenture, any Security authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, any
Book-Entry Security shall also be a Book-Entry Security and shall bear the
legend specified in Section 2.04 except for any Security authenticated and
delivered in exchange for, or upon registration of transfer of, Book-Entry
Security pursuant to the preceding sentence.

       

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

       

      Every
Registered Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee or any transfer
agent) be duly endorsed, or be accompanied by a written instrument 

       

       

      
        
          
          

        

        
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      of
transfer in form satisfactory to the Company, the Trustee and the Security
Registrar or any transfer agent 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 Sections 3.04, 9.06 and
11.07 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 any selection of Securities of that series to be redeemed and ending
at the close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, (ii) to register the transfer of or exchange any Registered Security
so selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, provided that such Registered
Security shall be simultaneously surrendered for redemption.

       

      Notwithstanding
anything in this Indenture or in the terms of a Security to the contrary, the
exchange of Bearer Securities for Registered Securities will be subject to
satisfaction of the provisions of the United States Federal income tax laws in
effect at the time of such exchange. None of the Company, the Trustee or any
Authenticating Agent of the Company or the Trustee (any of which, other than the
Company, shall rely on an Officers’ Certificate and an Opinion of Counsel) shall
be required to exchange any Bearer Security for a Registered Security if as a
result thereof and in the Company’s reasonable judgment, the Company would incur
adverse consequences under then applicable United States Federal income laws. No
Registered Security may be exchanged for a Bearer Security.

       

      Each Holder of a Security agrees to
indemnify the Company and the Trustee against any liability that may result from
the transfer, exchange or assignment of such Holder's Security in violation of
any provision of this Indenture and/or applicable United States Federal or state
securities law.  The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security (including any transfers between or
among Depositary Participants or beneficial owners of interests in any Global
Security) other than to require delivery of such 

       

       

      
        
          
          

        

        
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      certificates
and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.

       

      Section
3.06.  Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated coupon appertaining thereto 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, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

       

      If there
shall have been delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon,
and (ii) such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Trustee that
such Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

       

      In case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security or coupon; provided however, that
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 10.02, be payable only at an
office or agency located outside the United States; and provided, further, that,
unless otherwise specified as contemplated by  Section 3.01 with
respect to any series of Securities, interest on Bearer Securities (but not any
additional amounts payable as provided in Section 10.09), shall be payable only
upon presentation and surrender of the coupons appertaining
thereto.

       

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

       

      Every new
Security of any series with its coupons, if any, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the


       

       

      
        
          
          

        

        
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      destroyed,
lost or stolen Security and its coupons, if any, or the destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and any such new
Security and coupons, if any, shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

       

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

       

      Section
3.07.  Payment of
Interest; Interest Rights Preserved. Unless otherwise
specified as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Registered 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; provided,
however, that each installment of interest on any Registered Security may
at the Company’s option be paid by (i) mailing a check for such interest,
payable to the Person entitled thereto pursuant to Section 3.08, to the address
of such Person as it appears on the Security Register or (ii) transfer to an
account maintained by such Person inside the United States; provided, however, that if
payment is to be made pursuant to (ii) above, the Trustee shall have received
written wire instructions by no later than the Regular Record Date preceding
such Interest Payment Date.

       

      Unless
otherwise provided as contemplated by Section 3.01, every permanent
global Security or Book-Entry Security will provide that interest, if any,
payable on any Interest Payment Date will be paid to The Depository Trust
Company, Euroclear and or Clearstream, as the case may be, with respect to that
portion of such permanent global Security held for its account by Cede & Co.
or the Common Depository, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of such permanent global
Security or Book-Entry Security to the accounts of the beneficial owners
thereof.

       

      Unless
otherwise specified as contemplated by Section 3.01 with respect to any series
of Securities, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as severally mature.

       

      Notwithstanding
the foregoing and unless otherwise provided as contemplated by Section 3.01 with
respect to the Securities of any series, payment of interest may be made, in the
case of a Bearer Security, by transfer to an account maintained by the payee
with a bank located outside the United States upon surrender of the coupon for
such payment.

       

       

      
        
          
          

        

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

       

      Any
interest on any Registered 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 (a) or (b) below.

       

      (a)        The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of
such series and the date of the proposed payment, 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 (i)
to be mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security Register,
not less than 10 days prior to such Special Record Date, and (ii) with
respect to Bearer Securities of such series, to be published as provided for in
Section 1.06. The Trustee may, in addition, in its discretion, in the name and
at the expense of the Company, cause a similar notice to be published at least
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, but such publication shall not be a condition
precedent to the establishment of such Special 

       

       

      
        
          
          

        

        
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      Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (b).

       

      (b)        The
Company may make payment of any Defaulted Interest on the Registered Securities
of any series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice is 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 and Section 3.05, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

       

      Section
3.08.  Persons
Deemed Owners. Prior to due
presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 3.05 and 3.07) interest, if any, 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.

       

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

       

      Except as
provided in Section 3.05, owners of beneficial interests in a Book-Entry
Security shall not be entitled to have Securities represented by such Book-Entry
Security registered in their names, shall not receive or be entitled to receive
physical delivery of Securities in certificated form and shall not be considered
the Holders thereof for any purpose under this Indenture. Members or
participants in the Depository shall have no rights under this Indenture with
respect to any Book-Entry Security held on their behalf by the Depository, and
such Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the Holder of such Book-Entry Security under this


       

       

      
        
          
          

        

        
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      Indenture.  Notwithstanding
the foregoing, with respect to any Book-Entry Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by the Depository, as a Holder, with respect to such Book-Entry
Security or impair, as between the Depository and owners of beneficial interests
in such Book-Entry Security, the operation of customary practices governing the
exercise of the rights of the Depository (or its nominee) as Holder of such
Book-Entry Security.

       

      None of
the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Book-Entry
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests or for the delivery to any member of or
participants in the Depository of any notice permitted or required to be given
to the Holders of the Securities under this Indenture.

       

      Section
3.09.  Cancellation. All Securities and
coupons 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 such
Securities and coupons shall be promptly cancelled by the Trustee. 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 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 and
coupons held by the Trustee shall be destroyed by the Trustee unless other
instructions are furnished to the Trustee by a Company Order.

       

      Notwithstanding
the foregoing, with respect to any Book-Entry Security, nothing shall prevent
the Company, the Trustee or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depository or impair, as between a Depository and holders of beneficial
interests in any Book-Entry Security, the operation of customary practices
governing the exercise of the rights of the Depository (or its nominee) as
Holder of such Book-Entry Security.

       

      Section
3.10.  Computation
of Interest.  Except as otherwise specified as contemplated by
Section 3.01 for the Securities of any series, interest, if any on the
Securities of each series shall be Computed on the basis of a 360-day year of
twelve 30-day months.

       

      Section
3.11.  Electronic
Security Issuance. The Securities may,
pursuant to a Board Resolution and Officers’ Certificate complying
with  Section 3.01 hereof, be issued by means of an electronic
issuance system. Any such Security issuance instructions may specify the name,
address and taxpayer identification 

       

       

      
        
          
          

        

        
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      number of
the Holder, the principal amount and Maturity of the Security, the interest rate
to be borne by the Security and any other terms not inconsistent with such Board
Resolution and Officers’ Certificate. Nothing in this Section 3.11 shall be
construed as prohibiting the Company from issuing Securities by any means not
inconsistent with the provisions of this Indenture.

       

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

       

       

      ARTICLE
4

      Satisfaction
and Discharge

       

      Section
4.01.  Satisfaction
and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of registration of transfer or
exchange of Securities of such series herein expressly provided for the form of
Security for such series and any right to receive additional amounts, as
provided in Section 10.09), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when

       

      (a)        either

       

      (i)                 all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (A) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 3.05, (B) Securities of such series and coupons
appertaining thereto which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06, (C) coupons appertaining to
Securities of such series called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in Section 11.06
and (D) Securities of such series and coupons appertaining thereto 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 10.03) have been delivered to the Trustee for
cancellation; or

       

       

      
        
          
          

        

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

       

      (A)              have
become due and payable, or

       

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

       

      (C)              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 (A), (B) or (C) 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 and
coupons not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest, if any, to the date of such deposit (in the
case of Securities which have become due and payable), or to the Stated Maturity
or the Redemption Date, as the case may be;

       

      (b)        the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to such series; and

       

      (c)        the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that, with respect to such series, 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 with respect to such series,
the obligations of the Company to the Trustee with respect to such series under
Section 6.07, and, if money shall have been deposited with the Trustee pursuant
to subclause (ii) of clause (a) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03, shall
survive.

       

      Section
4.02.  Application
of Trust Money. Subject to the
provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Section 4.01 and all money and U.S. Government
Obligations deposited with the Trustee (or a successor trustee satisfying the
requirements of Section 6.09) pursuant to Section 4.03 shall be held in trust
and shall be applied by it, in accordance with the provisions of the series of
Securities and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Persons entitled thereto, of
all sums due and to become due thereon in respect of the principal of


       

       

      
        
          
          

        

        
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      (and
premium, if any) and interest, if any, on the Securities for which payment such
money has been deposited with the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Section 4.03.

       

      Section
4.03.  Discharge and
Defeasance of Securities of any Series. If this Section 4.03 is
specified, as contemplated by Section 3.01, to be applicable to the Securities
of any series, then, notwithstanding the provisions of Section 4.01, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of any such series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such Outstanding Securities, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall upon Company
Request, execute proper instruments acknowledging the same), except as
to:

       

      (a)        the
rights of Holders of Securities of such series to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of (and
premium, if any) and each installment of principal of (and premium, if any) or
interest, if any, on the Outstanding Securities of such series on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to the
Securities of such series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and such Securities;
and

       

      (b)        the
rights, powers, trusts, duties and immunities of the Trustee hereunder with
respect to such series, including those set forth in Section 6.07;
and

       

      (c)        either
(i) if this Section 4.03(c)(i) is specified, as contemplated by Section
3.01, to be applicable to the Securities of any series, the Company’s
obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06,
10.02 and 10.03; or, alternatively, (ii) if this Section 4.03(c)(ii) is
specified, as contemplated by Section 3.01, to be applicable to the Securities
of any series, the Company’s obligations with respect to such Securities under
Sections 3.04, 3.05, 3.06,
10.01, 10.02 and 10.03;

       

      provided that, the following
conditions shall have been satisfied:

       

      (d)        the
Company shall have irrevocably deposited or caused to be deposited (in
accordance with Section 4.02) with the Trustee (or another trustee satisfying
the requirements of Section 6.09) as trust funds in trust specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, with reference to this Section 4.03 (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 one Business Day before the due date of any payment
referred to in clause (A) or (B) of this subparagraph (d) money in an amount, or
(iii) a combination thereof, sufficient, in the opinion of a nationally
recognized 

       

       

      
        
          
          

        

        
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      firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge (A) the principal of (and
premium, if any) and each installment of principal of (and premium, if any) and
interest, if any, on the Outstanding Securities of such series on the Stated
Maturity of such principal or installment of principal or interest or on the
applicable Redemption Date and (B) any mandatory sinking fund payments or
analogous payments applicable to the Securities of such series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities;

       

      (e)        such
deposit shall not cause the Trustee with respect to the Securities of such
series to have a conflicting interest as defined in Section 6.08 or for purposes
of the Trust Indenture Act with respect to the Securities of any
series;

       

      (f)        such
deposit will not result in a breach or violation of, or constitute a default
under, any applicable laws, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

       

      (g)        if
this Section 4.03(g) is specified, as contemplated by Section 3.01, to be
applicable to the Securities of any series, such provision would not cause any
Outstanding Securities of such series then listed on the New York Stock Exchange
or other nationally recognized securities exchange to be de-listed as a result
thereof;

       

      (h)        no
Event of Default or event which with the giving of notice or lapse of time or
both would become an Event of Default with respect to the Securities of that
series shall have occurred and be continuing on the date of such deposit or at
any time during the period ending on the 91st day after such date;

       

      (i)        if
this Section 4.03(i) is specified, as contemplated by  Section 3.01,
to be applicable to the Securities of any series, the Company has delivered to
the Trustee an Opinion of Counsel to the effect that, based upon applicable
Federal income tax law or a ruling published by the Internal Revenue Service
(which opinion, for the purposes contemplated by Section 4.03(c)(i), must be
based on a change in applicable Federal income tax law after the date of this
Indenture or a ruling published by the Internal Revenue Service after the date
of this Indenture), the Holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to 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 deposit, defeasance and discharge had not occurred,
and

       

      (j)        the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the defeasance
contemplated by this Section have been complied with.

       

       

      
        
          
          

        

        
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      ARTICLE
5

      Remedies

       

      Section
5.01.  Events of
Default. “Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

       

      (a)        default
in the payment of any installment of 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

       

      (b)        default
in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity; or

       

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

       

      (d)        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 a particular
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

       

      (e)        the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case in respect of the
Company under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, or (B) a decree or order appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Company or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days;
or

       

      (f)        the
commencement by the Company of a voluntary case under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect or
the consent by it to the entry of an order for relief in an involuntary case in
respect of it under any such law, or the consent by it to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of the Company or for any substantial


       

       

      
        
          
          

        

        
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      part of
its property, or the making by it of any general assignment for the benefit of
creditors; or

       

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

       

      Section
5.02.  Acceleration
of Maturity; Rescission and Annulment. If an Event of Default
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then and in any 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 of such
Securities as may be specified in the terms thereof) 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

       

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

       

      (i)                 all
overdue installments of interest on all Securities of that series,

       

      (ii)                 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, if
any, thereon at the rate or rates prescribed therefor in such
Securities,

       

      (iii)                 to
the extent that payment of such interest is lawful interest upon any overdue
installments of interest at the rate or rates prescribed therefor in such
Securities, and

       

      (iv)                 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

       

      (b)        all
Events of Default with respect to Securities of that series, other than the
nonpayment 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 5.13.

       

       

      
        
          
          

        

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

       

      Section
5.03.  Collection of
Indebtedness and Suits for Enforcement by Trustee.  The Company
covenants that if

       

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

       

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

       

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

       

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

       

      Section
5.04.  Trustee May
File Proof of Claim.  In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made 

       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

       

      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,

       

      (a)        to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest, if any, owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders of Securities and coupons allowed in such judicial proceeding,
and

       

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

       

      and any
receiver, assignee, custodian, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay to the Trustee any amount due
to 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 6.07.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
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      First: To
the payment of all amounts due the Trustee under Section 6.07;

       

      Second: To
the payment of then due and unpaid for principal of (and premium, if any) and
interest, if any, on the Securities and coupons 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 and coupons for principal (and premium, if any) and interest, if any,
respectively; and

       

      Third: The
balance, if any, to the Company.

       

      Section
5.07.  Limitation on
Suits.  No Holder of any Security of any series or any related
coupons 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

       

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

       

      (b)        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;

       

      (c)        such
Holder or Holders have offered to the Trustee reasonable indemnity satisfactory
to the Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request;

       

      (d)        the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

       

      (e)        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 Holders of Securities of such
series 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 such Holders of, or to obtain or to seek to obtain priority or
preference over any other such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

       

      Section
5.08.  Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any
other provision in this Indenture, the Holder of any Security or coupon shall
have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and 

       

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

       

      (subject
to Sections 3.05 and 3.07) interest, if any, on such security or payment of such
coupon on the Stated Maturity or Maturities expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment and such rights shall not be impaired
without the consent of such Holder.

       

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

       

      Section
5.10.  Rights and
Remedies Cumulative.  Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

       

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

       

      Section
5.12.  Control by
Holders. Subject to Section
6.03(e), 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

       

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

       

       

      
        
          
          

        

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

       

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

       

      (a)        in
the payment of the principal of (or premium, if any) or interest, if any, on any
Securities of such series, or

       

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

       

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

       

      Section
5.14.  Undertaking
For Costs. All parties to this
Indenture agree, and each Holder of any Security or coupon 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, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard for the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, or to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Holder of any Security or coupon
for the enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on any Security or the payment of any coupon on or after the
Stated Maturity or Maturities expressed in such Security or coupon (or, in the
case of redemption, on or after the Redemption Date).

       

      Section
5.15.  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 

       

       

      
        
          
          

        

        
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      Trustee,
but will suffer and permit the execution of every such power as though no such
law had been enacted.

       

       

      ARTICLE
6

      The
Trustee

       

      Section
6.01.  Certain
Duties and Responsibilities. (a) Except during the
continuance of an Event of Default with respect to the Securities of any
series,

       

      (i)                 the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such series, and the
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

       

      (ii)                 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 provisions 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.

       

      (b)        In
case an Event of Default has occurred with respect to Securities of any series
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture with respect to such series of Securities, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his 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

       

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

       

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

       

      (iii)               the
Trustee shall not be liable with respect to any action taken, suffered 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 Section

       

      
        
          
          

        

        
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      5.12,
relating 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;
and

       

      (iv)                 no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

       

      (d)        whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

       

      Section
6.02.  Notice of
Defaults.  Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit in the manner and to the extent provided in Section 7.03(c), notice of
such default hereunder known to a Responsible Officer of the Trustee, unless
such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series, or in the payment
of any sinking 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
and/or Responsible Officers of the Trustee in good faith determines 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 5.01(d) with respect to Securities of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For
the purpose of this Section, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

       

      Section
6.03.  Certain
Rights of Trustee.  Except as otherwise provided in Section
6.01:

       

      (a)        the
Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon, 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;

       

      (b)        any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order or as otherwise expressly
provided herein and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

       

       

      
        
          
          

        

        
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      (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, rely upon an Officers’
Certificate and such Officers’ Certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Indenture
upon the faith thereof;

       

      (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 of Securities of any series or
related coupons 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, calculation or quotation,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

       

      (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)        in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action;

       

      (i)        the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture;

       

       

      
        
          
          

        

        
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      (j)        the
rights, privileges, protections, immunities and benefits 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, and
each agent, custodian and other Person employed by the Trustee to act hereunder;
and

       

      (k)        in
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

       

      Section
6.04.  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 assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities or the coupons, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in its Statements of Eligibility on Form T-1 supplied to the Company are true
and accurate. 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
6.05.  May Hold
Securities.  The Trustee, 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 or coupons and, subject
to Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

       

      Section
6.06.  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
6.07.  Compensation
and Reimbursement.  The Company agrees

       

      (a)        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);

       

       

      
        
          
          

        

        
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      (b)        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

       

      (c)        to
indemnify the Trustee, its agents and counsel for, and to hold them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on their 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 themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties
hereunder.

       

      The
obligations of the Company under this Section shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharges of this
Indenture. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities, and the Securities are hereby subordinated to such senior
claim.

       

      When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 5.01(e) or (f) occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

       

      Section
6.08.  Disqualification;
Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to Section 310(b) of the Trust
Indenture Act and this Indenture.

       

      Section
6.09.  Corporate
Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America or of any State or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by Federal, State or District of Columbia
authority and having its Corporate Trust Office in the Borough of Manhattan, the
City of New York, New York. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this 

       

       

      
        
          
          

        

        
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      Section,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this
Article.

       

      Section
6.10.  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 under Section 6.11.

       

      (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 6.11 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)        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:

       

      (i)                 the
Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
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

       

      (ii)                 the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign
after written request therefor by the Company or by any such Holder,
or

       

      (iii)                 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 5.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

       

       

      
        
          
          

        

        
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      The Company may also remove the Trustee
with or without cause if the Company so notifies the Trustee six months in
advance and if no Event of Default occurs during the six-month
period.

       

      (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 applicable
requirements of Section 6.11. 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 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities of that series and
accepted appointment in the manner required by Section 6.11, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months, subject to Section 5.14, 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 in the manner provided in
Section 1.06. 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
6.11.  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 request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of the charges due it
pursuant to Section 6.07, 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 

       

       

      
        
          
          

        

        
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      deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. 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.

       

      (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 (i) 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, (ii) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

       

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

       

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

       

      Section
6.12.  Merger,
Conversion, Consolidation or Succession to Business.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, 

       

       

      
        
          
          

        

        
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      conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In a 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
6.13.  Preferential
Collection of Claims Against Company. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor). A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent provided
therein.

       

      Section
6.14.  Appointment
of Authenticating Agent. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, 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. 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 such Authenticating Agent, shall continue to be an Authenticating
Agent provided such corporation shall be otherwise eligible under 

       

       

      
        
          
          

        

        
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      this
Section, without the execution or filing of any paper or any further act on the
part of the Trustee or such 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 promptly give notice of
such appointment to all Holders of Securities pursuant to Section 1.06. 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 alternative certificate of
authentication in the following form:

       

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

       

      
        	
                The
      Bank of New York Mellon, as Trustee

                 

              	 
	
                By:

              	 
      	 
	
                 
       Authenticating Agent

              	 


      

      


      
        	 
      	 
	
                By:

              	 
      	 
	
                  
      Authorized Signatory

              	 


      

      


       

      If the
Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing (which writing need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel), shall


       

       

      
        
          
          

        

        
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      appoint
(at the expense of the Company) in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.

       

       

      ARTICLE
7

      Holders’
Lists and Reports by Trustee and Company

       

      Section
7.01.  Company to
Furnish Trustee Names and Addresses of Holders of Registered
Securities. The Company will
furnish or cause to be furnished to the Trustee with respect to the Registered
Securities of each series:

       

      (a)        semi-annually,
not more than fifteen days after each Regular Record Date, or in the case of any
series of Securities on which semi-annual interest is not payable, not more than
15 days after such semi-annual dates as may be specified by the Trustee, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of such Registered Securities as of such Regular Record Date or
such semiannual date, as the case may be, 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,
provided, however, that
so long as the Trustee is the Security Registrar, no such list need be
furnished.

       

      Section
7.02.  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 of Registered Securities (a) contained in the most recent
list furnished to the Trustee as provided in Section 7.01, (b) received by the
Trustee in its capacity as Security Registrar (or Paying Agent, if so acting)
and (c) filed with it during the two preceding years pursuant to Section
7.03(c). The Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished.

       

      (b)        If
three or more Holders of Securities of any series (hereinafter referred to as
“applicants”) apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of such series with respect to their rights under this Indenture or
under the Securities of such series and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then the
Trustee shall within five business days after the receipt of such application,
at its election, either

       

      (i)                 afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.02(a), or

       

       

      
        
          
          

        

        
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      (ii)                 inform
such applicants as to the approximate number of Holders of Registered Securities
of such series whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders of Registered Securities of such
series the form of proxy or other communication, if any, specified in such
application.

       

      If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder of Registered Securities of such series whose name and address appears in
the information preserved at the time by the Trustee in accordance with Section
7.02(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Registered Securities of such series or would be in
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders of Registered Securities of such series with
reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

       

      (c)        Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee, nor any
agent of the Company or the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Registered Securities in accordance with Section 7.02(b), regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under Section 7.02(b).

       

      Section
7.03.  Reports by
Trustee.  (a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Trustee shall, within 60 days after each September 1 following the date
of this Indenture deliver to Holders a report, dated as of such September 1,
which complies with the provisions of such Section 313(a).

       

       

      
        
          
          

        

        
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      (b)        The
Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture
Act.

       

      (c)        A
copy of such report shall, at the time of such transmission to the Holders of
Securities, be filed by the Trustee with the Company, with each securities
exchange upon which any of the Securities are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange or market center.

       

      Section
7.04.  Reports by
Company.  The Company will:

       

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

       

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

       

      (c)        transmit
by mail to all Holders, within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 7.03(c) with
respect to reports pursuant to Section 7.03(a), such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

       

       

      
        
          
          

        

        
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      ARTICLE
8

      Consolidation,
Merger, Conveyance, Transfer or Lease

       

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

       

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

       

      (a)        the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by sale, conveyance, transfer or lease the properties and
assets of the Company substantially as an entirety shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest, if any (including all additional amounts, if
any, payable pursuant to Section 10.09), on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed;

       

      (b)        immediately
after giving effect to such transaction, and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction no Event of Default, and no event which, after notice
or lapse of time, or both, would become an Event of Default, shall have happened
and be continuing; and

       

      (c)        the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such consolidation, merger, sale, 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
8.02.   Successor
Substituted.  Upon any consolidation or merger by the Company
with or into any other Person, or any sale, conveyance, transfer or lease by the
Company of the properties and assets of the Company substantially as an entirety
to any Person in accordance with Section 8.01, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale,
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein; and thereafter, the Company (which term shall for this purpose mean the
Person named as the “Company” in the first paragraph of this Indenture or any
successor Person which shall theretofore become such in the manner described in
Section 8.01) shall be discharged from all obligations and covenants under this
Indenture and the Securities and coupons, and may be dissolved and
liquidated.

       

       

      
        
          
          

        

        
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      ARTICLE
9

      Supplemental
Indentures

       

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

       

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

       

      (b)        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

       

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

       

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

       

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

       

      (f)        to
secure the Securities and related coupons; or

       

      (g)        to
establish the form or terms of Securities of any series and related coupons as
permitted by Section 2.01 and  3.01;
or

       

      (h)        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/or to add or
change any of the provisions of this Indenture as shall be 

       

       

      
        
          
          

        

        
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      necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11(b);
or

       

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

       

      Section
9.02.  Supplemental
Indentures with Consent of Holders. With the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

       

      (a)        change
the Stated Maturity of the principal of, or any installment of principal of or
any interest on, any Security, or reduce the principal amount thereof or any
rate of interest thereon or any premium payable upon the redemption thereof, or
change any obligation of the Company to pay additional amounts pursuant to
Section 10.09 (except as contemplated by Section 8.01(a) and permitted by
Section 9.01(a)), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Stated Maturity thereof pursuant to Section 5.02, or change
the method in which amounts of payments of principal or any interest thereon are
determined, or change any Place of Payment, or change the coin or currency in
which any Security or any premium or any 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

       

      (b)        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 (or compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or

       

      (c)        modify
any of the provisions of this Section, Section 5.13 or Section 10.08, 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 of a Security


       

       

      
        
          
          

        

        
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      or coupon
with respect to changes in the references to “the Trustee” and concomitant
changes in this Section and Section 10.08, or the deletion of this proviso, in
accordance with the requirements of Section 6.11(b) and Section 9.01(h),
or

       

      (d)        change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 10.02.

       

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

       

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

       

      Section
9.03.  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
6.01) 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, and that such supplemental indenture, when executed and
delivered by the Company, will constitute a valid and binding obligation of the
Company enforceable in accordance with its terms. 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
9.04.  Effect of
Supplemental Indentures.  Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupons appertaining
thereto shall be bound thereby.

       

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

       

      Section
9.06.  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 acceptable to the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, 

       

       

      
        
          
          

        

        
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      new
Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such Series.

       

       

      ARTICLE
10

      Covenants

       

      Section
10.01.  Payment of
Principal, Premium and Interest. The Company covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any) and interest, if any, on
the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 3.01 with respect to any series
of Securities, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally
mature.

       

      Section
10.02.  Maintenance
of Office or Agency. If Securities of a
series are issuable as or exchangeable for Registered Securities, the Company
will maintain in each Place of Payment for such series 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 with respect to
the Securities of that series and this Indenture may be served, any one or more
of which offices or agencies may be the same for one or more series of
Securities.

       

      If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, the City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Bearer Securities of that series, and
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Securities of that series pursuant to
Section 10.09); provided,
however, that if the Securities of that series are listed on the
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such securities exchange shall so require, the


       

       

      
        
          
          

        

        
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      Company
will maintain a Paying Agent for the Securities of that series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange 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 and prompt notice to the
Holders of Securities of such series, as provided in Section 1.06 of the
location, and of any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect of any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 10.09) at any Place of
Payment for such series located outside the United States and the Company hereby
appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands.

       

      No payment
of principal, premium or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if
the Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section
10.09) and payment of any coupon related thereto shall be made at the office of
the Company’s Paying Agent in the United States, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or additional
amounts, the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

       

      The
Company may also from time to time designate one or more other offices or
agencies (in or outside any Place of Payment) where the Securities of one or
more series and any related coupons may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency for Securities of any series and
related coupons 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.

       

       

      
        
          
          

        

        
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      Section
10.03.  Money For
Security Payments to Be Held in Trust. If the Company shall at
any time act as its own Paying Agent with respect to any series of Securities,
it will, on or before each due date of the principal of (and premium, if any) or
interest, if any, on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest, if any, 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, if any, on any Securities of that series, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest, if any,
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

       

      The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will:

       

      (a)        hold
all sums held by it for the payment of the principal of (and premium, if any) or
interest, if any, on Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons otherwise
disposed of as herein provided;

       

      (b)        give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal (and
premium, if any) or interest, if any, on the Securities of that series;
and

       

      (c)        at
any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

       

      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.

       

       

      
        
          
          

        

        
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      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, if
any, on any Security of any series or the payment of any related coupon and
remaining unclaimed for two years after such principal (and premium, if any) or
interest, if any, has become due and payable shall, unless otherwise required by
mandatory provisions of applicable escheat, or abandoned or unclaimed property
law, 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 or any
coupon appertaining thereto 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 an Authorized
Newspaper in each Place of Payment, 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 unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.

       

      Section
10.04.  Restrictions
on Secured Debt. The Company covenants
and agrees for the benefit of each series of Securities, other than any series
established by or pursuant to a Board Resolution or in one or more supplemental
indentures hereto which specifically provides otherwise, that it will not
itself, and will not permit any Restricted Subsidiary to, incur, issue, assume,
or guarantee any loans, whether or not evidenced by negotiable instruments or
securities, or any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (loans, and notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed being hereinafter in this
Section 10.04 called “Debt”), secured after the date hereof by pledge of, or
mortgage or lien on, any Principal Property of the Company or any Restricted
Subsidiary or any shares of Capital Stock of or Debt of any, Restricted
Subsidiary (mortgages, pledges and liens being hereinafter in this Section 10.04
called “Mortgage” or “Mortgages”), without effectively providing that the
Securities other than Securities of a series not entitled to the benefits of
this covenant (together with, if the Company shall so determine, any other Debt
of the Company or such Restricted Subsidiary then existing or thereafter created
which is not subordinate to the Securities) shall be secured equally and ratably
with (or, at the option of the Company, prior to) such secured Debt, so long as
such secured Debt shall be so secured, unless, after giving effect thereto, the
aggregate amount of all such secured Debt plus all Attributable Debt of the
Company and its Restricted Subsidiaries with respect to sale and leaseback
transactions to which Section 10.05 is applicable would not exceed 10% of
Consolidated Net Assets; provided, however, that this
Section 10.04 shall not apply to, and there shall be excluded from secured Debt
in any computation under this Section 10.04, Debt secured by:

       

       

      
        
          
          

        

        
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      (a)        Mortgages
on property of, or on any shares of Capital Stock of or Debt of, any corporation
existing at the time such corporation becomes a Restricted
Subsidiary;

       

      (b)        Mortgages
in favor of the Company or any Restricted Subsidiary;

       

      (c)        Mortgages
in favor of any governmental body to secure progress, advance or other payments
pursuant to any contract or provision of any statute;

       

      (d)        Mortgages
on property, shares of Capital Stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or consolidation) or to secure the
payment of all or any part of the purchase price thereof or construction thereon
or to secure any Debt incurred prior to, at the time of, or within 180 days
after the later of the acquisition of such property, shares of Capital Stock or
Debt or the completion of construction for the purpose of financing all or any
part of the purchase price thereof or construction thereon;

       

      (e)        Mortgages
securing obligations issued by a State, territory or possession of the United
States, any political subdivision of any of the foregoing, or the District of
Columbia, or any instrumentality of any of the foregoing to finance the
acquisition or construction of property, and on which the interest is not, in
the opinion of tax counsel of recognized standing or in accordance with a ruling
issued by the Internal Revenue Service, includible in gross income of the holder
by reason of Section 103(a) of the Internal Revenue Code (or any successor to
such provision) as in effect at the time of the issuance of such
obligations;

       

      (f)        Mechanics’,
materialmen’s, carriers’ or other like liens arising in the ordinary course of
business (including construction of facilities) in respect of obligations which
are not due or which are being contested in good faith;

       

      (g)        Any
mortgage arising by reason of deposits with, or the giving of any form of
security to, any governmental agency or any body created or approved by law or
governmental regulations which is required by law or governmental regulation as
a condition to the transaction of any business, or the exercise of any
privilege, franchise or license;

       

      (h)        Mortgages
for taxes, assessments or governmental charges or levies not yet delinquent, or
mortgages for taxes, assessments or governmental charges or levies already
delinquent but the validity of which is being contested in good
faith;

       

      (i)        Mortgages
(including judgment liens) arising in connection with legal proceedings so long
as such proceedings are being contested in good faith and, in the case of
judgment liens, execution thereon is stayed; and

       

       

      
        
          
          

        

        
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      (j)        Any
extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Mortgage referred to in the
foregoing clauses (a) to (i), inclusive; provided, however, that such
extension, renewal or replacement Mortgage shall be limited to all or part of
the same property, shares of Capital Stock or Debt that secured the Mortgage
extended, renewed or replaced (plus improvements on such property).

       

      Section
10.05.  Restrictions
on Sales and Leasebacks. The Company covenants
and agrees for the benefit of each series of Securities, other than any series
established by or pursuant to a Board Resolution or in one or more supplemental
indentures hereto which specifically provides otherwise, that it will not
itself, and will not permit any Restricted Subsidiary to, enter into any
transaction after the date hereof with any bank, insurance company or other
lender or investor, or to which any such bank, company, lender or investor is a
party, providing for the leasing by the Company or a Restricted Subsidiary of
any Principal Property which has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such bank, company, lender or investor,
or to any person to whom funds have been or are to be advanced by such bank,
company, lender or investor on the Security of such Principal Property (herein
referred to as a “sale and leaseback transaction”) unless, after giving effect
thereto, the aggregate amount of all Attributable Debt with respect to all such
transactions plus all secured Debt to which Section 10.04 is applicable would
not exceed 10% of Consolidated Net Assets. This covenant shall not apply to, and
there shall be excluded from Attributable Debt in any computation under this
Section 10.05, Attributable Debt with respect to any sale and leaseback
transaction if:

       

      (a)        the
lease in such sale and leaseback transaction is for a period, including renewal
rights, of not in excess of five years, or

       

      (b)        the
Company or a Restricted Subsidiary, within 180 days after the sale or transfer
shall have been made by the Company or by a Restricted Subsidiary applies an
amount equal to the greater of the net proceeds of the sale of the Principal
Property leased pursuant to such arrangement or the fair market value of the
Principal Property so leased at the time of entering into such arrangement (as
determined in any manner approved by the Board of Directors) to (i) the
retirement of the Securities or other Funded Debt of the Company ranking on a
parity with or senior to the Securities, or the retirement of the securities or
other Funded Debt of a Restricted Subsidiary; provided, however, that the
amount to be applied to the retirement of such Funded Debt of the Company or a
Restricted Subsidiary shall be reduced by (x) the principal amount of any
Securities (or other notes or debentures constituting such Funded Debt)
delivered within such 180-day period to the Trustee or other applicable trustee
for retirement and cancellation and (y) the principal amount of such Funded
Debt, other than items referred to in the preceding clause (x), voluntarily
retired by the Company or a Restricted Subsidiary within 180 days after such
sale; and provided,
further, that, notwithstanding the foregoing, no retirement referred to
in this clause (i) may be effected by payment at maturity or pursuant to any
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      sinking
fund payment or any mandatory prepayment provision, or (ii) the purchase of
other property which will constitute a Principal Property having a fair market
value, in the opinion of the Board of Directors, at least equal to the fair
market value of the Principal Property leased in such sale and leaseback
transaction, or

       

      (c)        such
sale and leaseback transaction is entered into prior to, at the time of, or
within 180 days after the later of the acquisition of the Principal Property or
the completion of construction thereon, or

       

      (d)        the
lease in such sale and leaseback transaction secures or relates to obligations
issued by a State, territory or possession of the United States, or any
political subdivision of any of the foregoing, the District of Columbia, or any
instrumentality of any of the foregoing to finance the acquisition or
construction of property, and on which the interest is not, in the opinion of
tax counsel of recognized standing or in accordance with a ruling issued by the
Internal Revenue Service, includible in gross income of the holder by reason of
Section 103(a) of the Internal Revenue Code (or other successor to such
provision) as in effect at the time of the issuance of such obligations,
or

       

      (e)        such
sale and leaseback transaction is entered into between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries.

       

      Section
10.06.  Statement 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
of the first issuance of Securities hereunder, an Officers’ Certificate,
stating, as to each signer thereof, that

       

      (a)        a
review of the activities of the Company during such year and of performance
under this Indenture has been made under his supervision and

       

      (b)        to
the best of his knowledge, based on such review, the Company is not in default
in the fulfillment of any of its obligations under this Indenture, or specifying
each such default known to him and the nature and status thereof.

       

      The
Company shall, so long as any of the Notes are outstanding, deliver to a
Responsible Officer of the Trustee, within five (5) Business days after the
chief financial officer, the Treasurer, or the Controller obtains actual
knowledge of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default.

       

      Section
10.07.  Corporate
Existence.  Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

       

      Section
10.08.  Waiver of
Certain Covenants. The Company may omit in
any particular instance to comply with any term, provision, covenant or
condition 

       

       

      
        
          
          

        

        
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      set forth
in Sections 10.04 and 10.05, inclusive, if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of each series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision, covenant or condition, but no such waiver shall extend to or affect
such term, provision, covenant 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 with respect to any such term, provision,
covenant or condition shall remain in full force and effect.

       

      Section
10.09.  Additional
Amounts. If
the Securities of a series provide for the payment of additional amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto additional amounts as provided therein. 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
Securities of a series provide for the payment of additional amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal 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 below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are United States Aliens
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 Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section.

       

       

      
        
          
          

        

        
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      Section
10.10.  Calculation
of Original Issue Discount.  If any series is issued with
Original Issue Discount, the Company shall file with the Trustee promptly at the
end of each calendar year or written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year.

       

       

      ARTICLE
11

      Redemption
of Securities

       

      Section
11.01.  Applicability of This
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 3.01 for Securities of
any series) in accordance with this Article.

       

      Section
11.02.  Election to
Redeem; Notice to Trustee.  The election of the Company to
redeem any Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and the redemption price for such
Securities, such notice to be accompanied by a written statement signed by an
Authorized Officer of the Company stating that no defaults in the payment of
interest or Events of Default with respect to the Securities of that series have
occurred (which have not been waived or cured). In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition or
computation specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such
restriction, condition or computation.

       

      In the
event that any election by the Company necessitates the retention of any agent
by the Trustee, the Company agrees that such retention shall be at the sole
expense of the Company.

       

      Section
11.03.  Selection by
Trustee of Securities to be Redeemed. If less than all the
Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption by lot or by such other method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
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      for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of portions of the
principal amount of global Securities of such 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.

       

      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
11.04.  Notice of
Redemption. Notice of redemption
shall be given in the manner provided in Section 1.06 not less than 30 and not
more than 60 days prior to the Redemption Date, to the Holders of Securities to
be redeemed.

       

      All
notices of redemption shall include the CUSIP number and state:

       

      (a)        the
Redemption Date,

       

      (b)        the
Redemption Price and any accrued interest,

       

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

       

      (d)        that
on the Redemption Date the Redemption Price, and any accrued interest thereon
will become due and payable upon each such Security to be redeemed and that
interest thereon shall cease to accrue from and after said date,

       

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

       

      (f)        if
such be the case, that the installment of interest on Registered Securities
whose Stated Maturity is the Redemption Date is payable to the Persons in whose
names such Registered Securities are registered at the close of business on the
Regular Record Date immediately preceding the Redemption Date, and

       

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

       

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

       

       

      
        
          
          

        

        
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      Section
11.05.  Deposit of
Redemption Price.  Prior to the opening of business on 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 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on, all the Securities which are to be
redeemed on that date.

       

      Section
11.06.  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 together with any accrued interest thereon 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 and the
coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Securities for redemption in accordance with said notice, such
Securities shall be paid by the Company at the Redemption Price, together with
any accrued interest to the Redemption Date; provided, however, that any
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
10.02) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of coupons for such interest, and provided, further, that,
unless otherwise specified as contemplated by Section 3.01, installments of
interest on Registered Securities 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
3.07.

       

      If any
Bearer Security which is to be redeemed in whole or in part (as set forth in
Section 11.07), surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company or jointly by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter Holder shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside of the United
States except as otherwise provided in Section 10.02.

       

      If the
Company shall default in the payment of the Redemption Price and accrued
interest on any Security called for redemption, the principal (and 

       

       

      
        
          
          

        

        
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      premium,
if any) of such Security shall, until paid or until payment is provided for in
accordance herewith, bear interest for the Redemption Date at the rate, if any,
prescribed therefor in the Security.

       

      So long as
it is known to the Trustee that an Event of Default is continuing hereunder, the
Trustee shall not redeem any Securities of any series pursuant to this Article
(unless all Outstanding Securities of such series are to be redeemed) or mail or
give any notice of redemption of Securities except that, where the mailing of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities provided that it
shall have received from the Company a sum sufficient for such redemption.
Except as aforesaid, any monies theretofore or thereafter received by the
Trustee shall, during the continuance of such Event of Default, be deemed to
have been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.13 or the default cured on or before the sixtieth day preceding the
Redemption Date, such monies shall hereafter be applied in accordance with the
provisions of this Article.

       

      Section
11.07.  Securities
Redeemed in Part. Any Security which is
to be redeemed only in part shall be surrendered at any 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) together, in the case of Bearer Securities, with all coupons
appertaining thereto maturing after the Redemption Date and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by the Holder, in
an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

       

       

      ARTICLE
12

      Sinking
Funds

       

      Section
12.01.  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 3.01
for the 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 the Securities of any series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of the Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as 

       

       

      
        
          
          

        

        
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      provided
in Section 12.02. Each sinking fund payment made on the Securities of a series
shall be applied to the redemption of the Securities of such series as provided
for by the terms of the Securities of such series.

       

      Section
12.02.  Satisfaction
of Sinking Fund Payments with Securities. The Company (1) may
deliver Outstanding Securities of a series (other than any previously called for
redemption), together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) may apply as a credit the
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
Securities; provided
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
12.03.  Redemption
of Securities for Sinking Fund.  Not less than 60 days or such
other shorter period as may be acceptable to the Trustee prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ 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 12.02 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
11.03 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 11.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.06 and
11.07.

       

       

      ARTICLE
13

      Meetings
of Holders of Securities

       

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

       

       

      
        
          
          

        

        
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      Section
13.02.  Call, Notice
and Place of Meetings. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series issuable as
Bearer Securities or as Bearer Securities and Registered Securities for any
purpose specified in Section 13.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 1.06, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

       

      (b)        In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series
issuable as Bearer Securities or as Bearer Securities and Registered Securities
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 13.01, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

       

      Section
13.03.  Persons
Entitled to Vote at Meetings.  To be entitled to vote at any
meeting of Holders of Securities of any series, a Person shall be (1) a Holder
of one or more Outstanding Securities of such series, or (2) a Person appointed
by an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

       

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

       

      Except as
limited by the proviso to Section 9.02, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 9.02, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture or the terms of such series expressly provides may
be made, given or taken by the Holders of a specified percentage in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series.

       

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

       

       

      
        
          
          

        

        
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      Section
13.05.  Determination of Voting
Rights; Conduct and Adjournment of Meetings.  (a)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.04 and the
appointment of any proxy shall be proved in the manner specified in Section 1.04
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.04 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.04 or other
proof.

       

      (b)        The
Trustee shall, by an instrument in writing, appoint, a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 13.02(b), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

       

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

       

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

       

      Section
13.06.  Counting
Votes and Recording Action of Meetings. The vote upon any
resolution submitted to any meeting of Holders of Securities of any series shall
be by written ballots on which shall be subscribed the signatures of the Holders
of Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall


       

       

      
        
          
          

        

        
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      appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one,
or more persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section
13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

       

      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.

       

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

       

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

       

      
        	
                CAMPBELL
      SOUP COMPANY

                 

              	 
	
                By:

              	/s/
      Douglas R. Conant  	 
	
                Name:
      Douglas R. Conant

              	 
	
                Title:   President
      and Chief Executive Officer

              	 


      

      


      
        	 
      	 
	
                By:

              	/s/
      B. Craig Owens  	 
	
                Name:
      B. Craig Owens

              	 
	
                            Title:   Senior
      Vice President - Chief Financial Officer and Chief Administrative
      Officer

              	 


      

      


       

      
        	
                THE
      BANK OF NEW YORK MELLON, as Trustee

                 

              	 
	
                By:

              	/s/
      Christopher Greene	 
	
                Name: 
      Christopher Greene

              	 
	
                Title:   
      Vice President

              	 


      

       

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
A

      [FORM
OF REGISTERED SECURITY]1

      [Form
of Face of Security]

       

      [If
an Original Issue Discount Security, insert any legend required by the Internal
Revenue Code and the Regulations thereunder.]

       

      If a Book-Entry Security –
“This Security is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. This Security is exchangeable for Securities registered
in the name of a Person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in such limited
circumstances.”

       

      Campbell
Soup Company


       

      ___________________________

       

      
        	
                No.
      [R-] __________

              	
                [U.S.$]________         
      

              


      

      


       

      CAMPBELL
SOUP COMPANY, a corporation duly organized and existing under the laws of New
Jersey (herein called the “Company”, which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to ____________________ or registered
assigns, the principal sum of __________________________________ [United States]
Dollars on ____________________________________________  [If the Security is interest-bearing,
insert-, and to pay interest thereon from, __________________________,
20___________, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, [semi-annually in arrears on ___________ and
____________________ in each year] [annually in arrears on _____________ in each
year], commencing _________, 20__ at the rate of _______% per annum, until the
principal hereof is paid or made available for payment [if applicable, insert-, and
(to the event that the payment of such interest shall be legally enforceable) at
the rate of _______% per annum on any overdue principal [and premium, if any]
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 

       

       

      ________________

      1 To be completed
and supplemented to reflect the terms of any series of Securities.

       

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

       

       

       

      the
Regular Record Date for such interest, which shall be the _________________ [or
______________) (whether or not a Business Date) [, as the case may be,] next
preceding such Interest Payment Date. Except as otherwise provided in the
Indenture, 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 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 offices or agencies of the
Company maintained for that purpose in _________, 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 debt.] [if applicable, insert-; provided, however, that at
the option of the Company payment of interest may be made by [United States
dollar] check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

       

      [If Securities of the series are to
be offered to United States Aliens, insert-The Company will pay to the
Holder of this Security who is a United States Alien (as defined below) such
additional amounts as may be necessary in order that [if the Security is interest-bearing,
insert- every net payment of the principal of [(and premium, if any)] and
interest on this Security)] [if the Security is not to bear
interest Prior to Maturity, insert-(i) the net payment of principal of
(and interest on overdue principal, if any, on) this Security and (ii) the net
proceeds from the sale or exchange of this Security, including in each case,
amounts received in respect of original issue discount), after deduction or
withholding for or on 

       

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

       

      account of
any present or future tax, assessment or other governmental charge imposed by
the United States (as defined below) or any political subdivision or taxing
authority thereof or therein upon or as a result of such payment [if the Security is not to bear
interest prior to Maturity insert-or as a result of such sale or
exchange), will not be less than the amount provided for in this Security to be
then due and payable [if the
Security is not to bear interest prior to Maturity, insert-or, in the
case of a sale or exchange, the amount of the net proceeds from the sale or
exchange before any such tax, assessment or other governmental charge]; provided, however, that the
foregoing obligation to pay additional amounts will not apply to any one or more
of the following:

       

      (a)           any
tax, assessment or other governmental charge which would not have been so
imposed but for (i) the existence of any present or former connection between
such Holder (or between a fiduciary, settlor, beneficiary or member of, or
possessor of a power over, such Holder, if such Holder is an estate, a trust or
a partnership) and the United States, including, without limitation, such Holder
(or such fiduciary, settlor, beneficiary, member or possessor) being or having
been a citizen or resident or treated as a resident thereof, or being or having
been engaged in trade or business or present therein, or having or having had a
permanent establishment therein, or (ii) such Holder’s present or former status
as a personal holding company, a foreign personal holding company, a controlled
foreign corporation for United States tax purposes or a corporation which
accumulates earnings to avoid United States federal income tax;

       

      (b)           any
tax, assessment or other governmental charge imposed [If the Security is interest-bearing,
insert-on interest received by a Person holding, actually or
constructively, 10% or more of the total combined voting power of all classes of
stock of the Company entitled to vote) [If the Security is not to bear
interest prior to Maturity, insert-by reason of such Holder’s past or
present status as the actual or constructive owner of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote];

       

      (c)           any
tax, assessment or other governmental charge which would not have been imposed
but for the failure to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of this
Security, if compliance is required by statute or by regulation of the United
States Treasury Department as a precondition to exemption from such tax,
assessment or other governmental charge;

       

      (d)           any
estate, inheritance, gift, sales, transfer, personal property or any similar
tax, assessment or governmental charge;

       

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

       

      (e)           any
tax, assessment or other governmental charge which is payable otherwise than by
deduction or withholding from payments of [if the Security is interest-bearing
insert-principal of [(and premium, if any)) or interest on this Security]
[if the Security is not to
bear interest prior to Maturity, insert-principal of (or interest on
overdue principal, if any, on) this Security or from payments from the proceeds
of a sale or exchange of this Security); or

       

      (f)           any
tax, assessment or other governmental charge which would not have been so
imposed but for the presentation by the Holder of this Security for payment on a
date more than 15 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;

       

      nor will
additional amounts be paid with respect to any payment of [if the Security is interest-bearing,
insert-principal of ((and premium, if any)) or interest on this Security]
[if the Security is not to
bear interest prior to Maturity, insert- principal of (or interest on
overdue principal, if any, on) this Security or of the proceeds of any sale or
exchange of this Security] to any United States Alien who is a fiduciary or
partnership or other than the sole beneficial owner of any such payment to the
extent that a beneficiary or settlor with respect to such fiduciary, a member of
such a partnership or the beneficial owner would not have been entitled to the
additional amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of this Security. The term “United States Alien” means any
Person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust or a foreign partnership one or more of the members of
which is, for United States federal income tax purposes, a foreign corporation,
a non-resident alien individual or a nonresident alien fiduciary of a foreign
estate or trust and the term “United States” means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.]

       

      Reference
is hereby made to the further provisions of this Security set forth on the
reverse side 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, directly or through an Authenticating Agent, by manual
signature of an authorized signatory, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.

       

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

       

       

      IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.

       

       

      Dated:__________

       

      Company

       

      
        	 
      	 
      	
                Campbell
      Soup

                 

              	 
	 
      	 
      	
                By:

              	 
      	 
	
                Attest:

              	 
	 
      	 
      	 
      	 
      	 


      

      
 

       

      [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 in one or more series under an Indenture, dated as of November 24, 2008
(herein called the “Indenture”), between the
Company and The Bank of New York Mellon, 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, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities [If the Securities of the series are
issuable as Bearer Securities, insert-and any coupons appertaining
thereto) 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 [U.S.$]
_____________]. The Securities of this series are issuable as Bearer Securities
[, with interest coupons attached,] in the denomination of [If Securities of this series are
issuable as Bearer Securities, insert- [U.S.$] _____________ and [only]
Registered Securities, without coupons in denominations of [U.S.$] _____________
and any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth. [Bearer Securities and Registered]
Securities of this series are exchangeable for a like aggregate principal amount
of [Registered] Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same, upon surrender
of the Security or Securities to be exchanged at [any office or agency described
below where Registered Securities of this series may be presented for
registration of transfer]. [Bearer Securities may not be issued in exchange for
Registered Securities.]

       

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

       

      (If applicable, insert-The
Securities of this series are subject to redemption [(I)] (If applicable insert-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] [or insert formula for determining
the amount], [and] (2) [if applicable, insert- 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 [or before _____, ___%, and if redeemed] during
the 12-month period beginning, _____________ of the years
indicated,

       

      
        	
                Year

              	
                Redemption

                Price

              	
                Year

              	
                Redemption

                Price

              
	 
      	 
      	 
      	 
      


      

      


       

      and
thereafter at a Redemption Price equal to ____% of the principal amount.) [If applicable, insert- [and
[(_)] under the circumstances described in the next [two] succeeding paragraph[s) at a
Redemption Price equal to [100% of the principal amount,] [or insert formula for determining the
amount]] [if the
Security is interest-bearing, insert-, 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; provided, however, that
installments of interest on this Security whose Stated Maturity is on or
prior to such
Redemption Date will be payable to the Holder of this Security, 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 (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 _____, 20 ___], 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,

       

      
        	
                Year

              	 	
                Redemption

                Price
      for Redemption Through Operation of the Sinking Fund

              	 	
                Redemption
      Price for Redemption Otherwise Than Through Operation of the Sinking
      Fund

              
	 
      	 	 
      	 	 
      


      

      


       

      and
thereafter at a Redemption Price equal to __% of the principal amount, [if applicable, insert- and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to [100% of the principal amount] [or insert formula for determining the
amount]] [if the
Security is interest-bearing, insert- together in the case of any such
redemption (whether 

       

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

       

      through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date; provided,
however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, 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].]

       

      [Partial
redemption must be made in an amount not less than [U.S. $1,000] principal
amount of Securities.]

       

      [Notwithstanding
the foregoing, the Company may not, prior to ________, redeem any Securities of
this series as contemplated by Clause [(2)] above 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.)

       

      [If Securities of the series are to
be offered to United States Aliens, insert-The Securities may be
redeemed, as a whole but not in part, at the option of the Company, at a
Redemption Price [equal to 100% of their principal amount] [determined as set
forth in the preceding paragraph] [If the Security is interest-bearing,
insert-, together with interest accrued to the date fixed for
redemption,] if, as a result of any amendment to, or change in, the laws or
regulations of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or any amendment to or change
in an official interpretation or application of such laws or regulations, which
amendment or change is effective on or after ________, 20__, the Company will
become obligated to pay additional amounts (as described in the face hereof)
[If the Security is
interest-bearing, insert- on the next succeeding Interest Payment Date)
[If the Security is not to
bear interest prior to Maturity, insert-at Maturity or upon the sale or
exchange of any Security); provided that, at the time
such notice is given, such obligation to pay such additional amounts remains in
effect.]

       

      [If the Securities of the series are
issuable as Bearer Securities and if applicable, insert- In addition, if
the Company determines, based upon a written opinion of independent counsel,
that any payment made outside the United States by the Company or any of its
Paying Agents of the full amount of principal, [(premium, if any)] or interest,
if any, due with respect to any Bearer Security or coupon would, under any
present or future laws or regulations of the United States, be subject to any
certification, identification or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or coupon who is a United States Alien
(as defined on the face hereof) (other than such a requirement (a) which would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner or (ii) to any custodian, nominee or
other agent of the beneficial owner, or (b) which can be satisfied by


       

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

       

      the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities, as a whole but not in part, at a
Redemption Price [equal to 100% of their principal amount] [determined as set
forth in the next preceding paragraph,] together with interest accrued to the
date fixed for redemption, or (y) if and so long as any such certification,
identification or other reporting requirement would be fully satisfied by
payment of a backup withholding tax or similar charge, pay to the Holders of
Bearer Securities who are United States Aliens certain additional amounts
specified in the Bearer Securities of this series. The Company, will make such
determination and election and notify the Trustee thereof as soon as
practicable, and the Trustee will promptly give notice of such determination in
the manner provided below (the “Determination Notice”), in
each case stating the effective date of such certification, identification or
other reporting requirement, whether the Company will redeem the Securities or
will pay to the Holders of Bearer Securities who are United States Aliens the
additional amounts specified in the Bearer Securities of this series and (if
applicable) the last day by which the redemption of the Securities must take
place. If the Company elects to redeem the Securities, such redemption shall
take place on such date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least
[60] days before such date, unless shorter notice is acceptable to the Trustee.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company, based upon an opinion of independent counsel, subsequently
determines, not less than [30] days prior to the date fixed for redemption, that
subsequent payments would not be subject to any such requirement, in which case
the Company will notify the Trustee, which will promptly give notice of that
determination in the manner provided below, and any earlier redemption notice
will thereupon be revoked and of no further effect. If the Company elects as
provided in clause (y) above to pay such additional amounts to the Holders of
Bearer Securities who are United States Aliens, and as long as the Company is
obligated to pay such additional amounts to such Holders, the Company may
subsequently redeem the Securities, at any time, as a whole but not in part, at
a Redemption Price [equal to 100% of their principal amount] [determined as set
forth in the next preceding paragraph,] together with interest accrued to the
date fixed for redemption, but without reduction for applicable United States
withholding taxes.]

       

      [The
sinking fund for this series provides for the redemption on ___________ in each
year, ___________beginning with the year ______________ and ending with the
years _______________of [not less than] [U.S.] $____________ [(“mandatory
sinking fund”) and not more than [U.S.] $___________] 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 

       

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

       

      [mandatory]
sinking fund payments otherwise required to be made in the inverse order in
which they become due.]]

       

      [Notice of
redemption will be given by mail to Holders of [if the Securities of the series are
issuable as Bearer Securities, insert- Registered] Securities, not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.]

       

      In the
event of redemption of this Security in part only, a new [if the Securities of the series are
issuable as Bearer Securities, insert - Registered] Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation
hereof.

       

      If an
Event of Default with respect to Securities of this series shall occur and be
continuing, [the] [if an
Original Issue Discount Security, insert-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. [If an Original Issue Discount
Security, insert–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 [if the Securities of the series are issuable as Bearer
Securities [and are interest-bearing,] insert-and any related coupons]
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 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 (with each series
voting as a separate class in certain cases specified in the Indenture, or with
all series voting as one class, in certain other cases specified in the
Indenture), on behalf of the Holders of all Securities of such series [(if the Securities of the series are
issuable as Bearer Securities [and are interest-bearing] insert-and any
related coupons], 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 notification of such
consent or waiver is made upon this Security.

       

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

       

      As set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceedings within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if any)] or [any]
interest on this Security on or after the respective due dates expressed
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 [any]
interest [(including additional amounts, as described on the face hereof)] on
this Security at the times, place[s] and rate, and in the coin or currency,
herein prescribed.

       

      [Title to
Bearer Securities shall pass by delivery.] As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of [this]
[Registered] Security is registrable in the Security Register, upon surrender of
[this] [Registered] 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 [any] interest on such 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 [(if the Securities of the series are
issuable as Bearer Securities, insert -Registered] Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.

       

      [If the Securities of the series are
not issuable as Bearer Securities insert-the Securities of this series
are issuable only in registered form, without coupons, in denominations of
[$]_________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
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.]

       

      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.

       

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

       

       

      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,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      The
Indenture, [and] the Securities and [if the Securities of the series are
issuable as Bearer Securities, insert-any coupons appertaining thereon)
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to the conflicts of laws provisions
thereof.

       

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

       

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
B

       

      [FORM OF
BEARER SECURITY AND

      FORM OF
RELATED COUPON]2

       

      [Form of
Face of Security]

       

      ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE [If an Original Issue Discount
Security, insert any legend required by the Internal Revenue Code and the
Regulations thereunder.]

       

      Campbell
Soup Company

       

        
          	 	 	 
	 	 	 
	
                  No.
      B ________________________

                	 	
                  [U.S.$
      __________________]

                


        

         

      

      CAMPBELL
SOUP COMPANY, a corporation duly organized and existing under the laws of New
Jersey (herein called the “Company”, which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to bearer upon presentation and surrender
of this Security the principal sum of ________ [United States dollars] on
_______________________ [if
the Security is interest-bearing, insert-, and to pay interest thereon,
from the date hereof, [semi-annually in arrears on ________________________ and
_______________________ in each year] [annually in arrears on ________ in each
year], commencing ___________, 20_, 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)].

       

      [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 

       

      ________________

      
        2 To be
completed and supplemented to reflect the terms of any series of
Securities.

      

       

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

       

      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.]  Such payments [(including premium, if
any)] shall be made, subject to any laws or regulations applicable thereto and
to the right of the Company (limited as provided in the Indenture) to rescind
the designation of any such Paying Agent, at the [main] office of
_______________ in _______________, __________________ in ______________, in
_______________, _______________ in _______________ and __________________ in
__________________, or at such other offices or agencies outside the United
States (as defined below) as the Company may designate, at the option of the
Holder, by [United States dollar] check drawn on a bank in The City of New York
or by transfer of [United States dollars] to an account maintained by the payee
with a bank located outside the United States.  [If the Security is interest-bearing,
insert-Interest on this Security due on or before Maturity shall be
payable only upon presentation and surrender at such an office or agency of the
interest coupons hereto attached as they severally mature.]  No
payment of principal[, or] [premium] [or interest)] on this Security shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States [if Security is denominated and
payable in United Sates dollars, insert-; provided, however, that
payment of principal of [(and premium, if any)) and [any] interest on this
Security (including any additional amounts which may be payable as provided
below) shall be made at the office of the Company’s Paying Agent in the United
States of America, if (but only if) payment in United States dollars of the full
amount of such principal[, premium] [, interest] or additional amounts, as the
case may be, at all offices or agencies outside the United States maintained for
the purpose by the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions, as
determined by the Company).

       

      The
Company will pay to the Holder of this Security [if the Security is interest-bearing
insert-or any coupon appertaining hereto] who is a United States Alien
(as defined below) such additional amounts as may be necessary in order that
[If the Security is
interest-bearing, insert-every net payment of the principal of [(and
premium if any)] and interest on this Security] [if the Security is not to bear
interest prior to Maturity, insert- (i) the net payment of principal of
(and interest on overdue principal, if any, on) this Security and (ii) the net
proceeds from the sale or exchange of this Security, including, in each case,
amounts received in respect of original issue discount), after deduction or
withholding for or on account of any present or future tax, assessment or other
governmental charge imposed by the United States or any political subdivision or
taxing authority thereof or therein upon or as a result of such payment [if the Security is not to bear
interest prior to Maturity, insert- or as a result of such sale or
exchange], will not be less than the amount provided for in this Security [if the Security is interest-bearing,
insert-or in such coupons] to be then due and payable [if the Security is nor to bear
interest prior so Maturity, insert-or, in the case of a 

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

       

      sale or
exchange, the amount of the net proceeds from the sale or exchange before any
such tax, assessment or other governmental charge]; provided, however, that the
foregoing obligation to pay additional amounts will not apply to any one or more
of the following:

       

      (a)           any
tax, assessment or other governmental charge which would not have been so
imposed but for (i) the existence of any present or former connection between
such Holder (or between a fiduciary, settlor, beneficiary or member of, or
possessor of a power over, such Holder, if such Holder is an estate, a trust or
a partnership) and the United States, including, without limitation, such Holder
(or such fiduciary, settlor, beneficiary, member or possessor) being or having
been a citizen or resident or treated as a resident thereof, or being or having
been engaged in trade or business or present therein, or having or having had a
permanent establishment therein, or (ii) such Holder’s present or former status
as a personal holding company, a foreign personal holding company, a controlled
foreign corporation for United States tax purposes or a corporation which
accumulates earnings to avoid United States federal income tax;

       

      (b)           any
tax, assessment or other governmental charge imposed [if the Security is interest-bearing,
insert-on interest received by a Person holding, actually or
constructively, 10% or more of the total combined voting power of all classes of
stock of the Company entitled to vote)] [if the Security is not to bear
interest prior to Maturity, insert-by reason of such Holder’s past or
present status as the actual or constructive owner of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote];

       

      (c)           any
tax, assessment or other governmental charge which would not have been imposed
but for the failure to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of this
Security [if the Security is
interest-bearing, insert-or any coupon appertaining hereto], if
compliance is required by statute or by regulation of the United States Treasury
Department as a precondition to exemption from such tax, assessment or other
governmental charge;

       

      (d)           any
estate inheritance, gift, sales, transfer, personal property or any similar tax,
assessment or governmental charge;

       

      (e)           any
tax, assessment or other governmental charge which is payable otherwise than, by
deduction or withholding from payments of [if the Security is interest-bearing,
insert-principal of [(and premium, if any)] or interest on this
Security.] [If the Security is
not to bear interest prior to Maturity, insert-principal of (or interest
on overdue principal, if any, on) 

       

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

       

      this
Security or from payments from the proceeds of a sale or exchange of this
Security]; or

       

      (f)           any
tax, assessment or other governmental charge which would not have been so
imposed but for the presentation by the Holder of this Security [if Security is interest-bearing
insert-or any coupon appertaining hereto] for payment on a date more than
15 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,

       

      nor will
additional amounts be paid with respect to any payment of [if the Security is interest-bearing
insert-principal of [(and premium, if any)] or interest on this Security]
[if the Security is not to
bear interest prior to Maturity, insert-principal of (or interest on
overdue principal, if any, on) this Security or of the proceeds of any sale or
exchange of this Security to any United States Alien who is a fiduciary or
partnership or other than the sole beneficial owner of any such payment to the
extent that a beneficiary or settlor with respect to such fiduciary, a member of
such a partnership or the beneficial owner would not have been entitled to the
additional amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of this Security [If the Security is interest-bearing
insert-or any coupon appertaining hereto].  The term “United
States Alien” means any Person who, for United States federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust, and the term “United
States” means the United States of America (including the States and the
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction.

       

      [Notwithstanding
the foregoing, if and so long as a certification identification or other
reporting requirement referred to in the [fourth] [fifth] paragraph on the
reverse hereof would be fully satisfied by payment of a backup withholding tax
or similar charge, the Company may elect, by so stating in the Determination
Notice (as defined in such paragraph), to have the provisions of this paragraph
apply in lieu of the provisions of such paragraph. In such event, the Company
will pay as additional amounts such amounts as may be necessary so that every
net payment made following the effective date of such requirements outside the
United States by the Company or any of its Paying Agents of principal [(and
premiums, if any)] [if the
Security is interest-bearing, insert-or interest] due in respect of any
Bearer Security [if the
Security is interest bearing, insert-or any coupon] of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
other than a backup withholding tax or similar charge which is (i) the result of
a certification, identification or other reporting requirement described


       

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

       

      in the
second parenthetical clause of such paragraph, or (ii) imposed as a result of
the fact that the Company or any of its Paying Agents has actual knowledge that
the beneficial owner of such Bearer Security [if the Security is interest-bearing,
insert- or coupon] is within the category of Persons described in clause
(a) of the [third] paragraph of this Security, or (iii) imposed as a result of
presentation of such Bearer Security [if the Security is interest-bearing
insert-or coupon) for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later, will not be less than the amount provided
for in such Bearer Security [if the Security is interest-bearing,
insert-or coupon) to be then due and payable.]

       

      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, directly or through an authenticating agent, by manual
signature of an authorized signatory, neither this Security, nor any coupon
appertaining hereto, shall 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 under its
corporate seal and coupons bearing the facsimile signature of [its Treasurer]
[one of its Assistant Treasurers] to be annexed hereto.

       

      Dated as
of ________20__

       

      
        	
                CAMPBELL
      SOUP COMPANY

                 

              	 
	
                By:

              	 
      	 


      

      


       

      
        	
                Attest:

                 

              
	 
      


      

       

      [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 in one or more series under an Indenture, dated as of November 24, 2008
(herein called the “Indenture”), between the
Company and The Bank of New York Mellon, 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, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the 

       

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

       

      Holders of
the Securities and any coupons appertaining thereto 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 [U.S.$] ____________. The Securities of this series are
issuable as Bearer Securities, with interest coupons attached, in the
denomination of [U.S.$] ____________ [, and as Registered Securities, without
coupons, in denominations of [U.S.$] ____________ and any integral multiple
thereof]. [As provided in the Indenture and subject to certain limitations
therein set forth, Bearer Securities and Registered Securities of this series
are exchangeable for a like aggregate principal amount of Registered Securities
of this series and of like tenor of any authorized denominations, as requested
by the Holder surrendering the same, upon surrender of the Security or
Securities to be exchanged, with all unmatured coupons and all matured coupons
in default thereto appertaining, at any office or agency described below where
Registered Securities of this series may be presented for registration of
transfer, provided,
however, that Bearer Securities surrendered in exchange for Registered
Securities between a Record Date and the relevant Interest Payment Date shall be
surrendered without the coupon relating to such Interest Payment Date. Bearer
Securities may not be issued in exchange for Registered
Securities.]

       

      [If applicable, insert-The
Securities of this series are subject to redemption [(1)) [if applicable, insert-on (1)
__________________ 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] [or insert formula for determining
the amount], and (2)] [If applicable insert-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 [or before _____, __%, and if redeemed] during
the 12-month period beginning _________________ of the years
indicated,

       

      
        	
                
                  Year

                

              	 	
                
                  Redemption

                  Price

                

              	 	
                
                  Year

                

              	 	
                
                  Redemption

                  Price

                

              
	 
      	 	 
      	 	 
      	 	 
      


      

       

      and
thereafter at a Redemption Price equal to ___% of the principal amount,] [and
(_____)] (under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [100% of the principal amount]
[or insert formula for
determining the amount] [if the Security is interest-bearing,
insert-, 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; provided, however, that
interest installments on this Security whose Stated Maturity is on or prior to
such Redemption Date will be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located outside the United
States, except as herein provided otherwise)].]

       

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

       

      [If applicable, insert-The
Securities of this series are subject to redemption (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 ___________, 20_], 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.

       

      
        	
                
                  Year

                

              	 	
                
                  Redemption
      Price

                  for
      Redemption

                  Through
      Operation

                  of
      the

                  Sinking
      Fund

                

              	 	
                
                  Redemption
      Price for

                  Redemption
      Otherwise

                  Than
      Through Operation

                  of
      the Sinking Fund

                

              
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


      

       

      and
thereafter at a Redemption Price equal to ___% of the principal amount, and (3)
under the circumstances described in the next [two] succeeding paragraph[s] at a
Redemption Price equal to 100% of the principal amount [or insert formula for determining
the amount] [if the Security is interest-bearing insert-, together in the
case of any such redemption (whether through operation of the sinking fund or
otherwise) with accrued interest to the Redemption Date; provided, however, that
interest installments on this Security whose Stated Maturity is on or prior to
such Redemption Date will be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located outside the United
States, except as herein provided otherwise)].]

       

      [Partial
redemption must be in an amount not less than [U.S. $5,000] principal amount of
Securities.] [Notwithstanding the foregoing, the Company may not, prior to
________________, redeem any Securities of this series as contemplated by Clause
[(2)] above 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
Securities may be redeemed, as a whole but not in part, at the option of the
Company, at a Redemption Price [equal to 100% of their principal amount]
[determined as set forth in the preceding paragraph]. [If the Security is interest-bearing,
insert-, together with interest accrued to the date fixed for
redemption,] if, as a result of any amendment to, or change in, the laws or
regulations of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or any amendment to or change
in an official interpretation or 

       

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

       

       

      application
of such laws or regulations, which amendment or change is effective on or after
__________, 20_, the Company will become obligated to pay additional amounts (as
described on the face hereof) [if the Security is interest-bearing,
insert- on the next succeeding Interest Payment Date] [if the Security is not to bear
interest prior to Maturity, insert- at Maturity or upon the sale or
exchange of any Security] at the time such notice is given, such obligation to
pay such additional amounts remains in effect.

       

      [If applicable, insert- In
addition, if the Company determines, based upon a written opinion of independent
counsel, that any payment made outside the United States by the Company or any
of its Paying Agents of the full amount of principal [(, premium, if any)] or
interest due with respect to any Bearer Security or coupon would, under any
present or future laws or regulations of the United States, be subject to any
certification, identification or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or coupon who is a United States Alien
(as defined on the face hereof) (other than such a requirement (a) which would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner or (ii) to any custodian, nominee or
other agent of the beneficial owner, or (b) which can be satisfied by the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a) (ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities as a whole but not in part, at a
Redemption Price [equal to 100% of their principal amount,] [determined as set
forth in the next preceding paragraph,] together with interest accrued to the
date fixed for redemption, or (y) if and so long as the conditions of the
[third] paragraph on the face of this Security are satisfied, pay the additional
amounts specified in such paragraph. The Company will make such determination
and election and notify the Trustee thereof as soon as practicable, and the
Trustee will promptly give notice of such determination in the manner provided
below (the “Determination
Notice”), in each case stating the effective date of such certification,
identification or other reporting requirement, whether the Company will redeem
the Securities or will pay the additional amounts specified in such paragraph
and (if applicable) the last date by which the redemption of the Securities must
take place. If the Company elects to redeem the Securities, such redemption
shall take place on such date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least
[60] days before such date, unless shorter notice is acceptable to the Trustee.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company, based upon an opinion of independent counsel, subsequently
determines, not less than [30] days prior to the date fixed for redemption, that
subsequent payments would not be subject to any such requirement, in which case
the Company will notify the Trustee, which will promptly give notice of that
determination in the manner 

       

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

       

       

      provided
below, and any earlier redemption notice will thereupon be revoked and of no
further effect. If the Company elects as provided in clause (y) above to pay
additional amounts, and as long as the Company is obligated to pay such
additional amounts, the Company may subsequently redeem the Securities, at any
time, as a whole but not in part, at a Redemption Price [equal to 100% of their
principal amount] [determined as set forth in the next preceding paragraph,]
together with interest accrued to the date fixed for redemption, but without
reduction for applicable United States withholding taxes.]

       

      [If applicable, insert-In
addition, if the Company determines, based upon a written opinion of independent
counsel, that any payment made outside the United States by the Company or any
of its Paying Agents of the full amount due with respect to any Bearer Security
would, under any present or future laws or regulations of the United States, be
subject to any certification, identification or other reporting requirement of
any kind, the effect of which requirement is the disclosure to the Company, any
Paying Agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Bearer Security who is a United States
Alien (as defined on the face hereof) (other than such a requirement (a) which
would not be applicable to a payment made by the Company or any one of its
Paying Agents (i) directly to the beneficial owner or (ii) to any custodian,
nominee or other agent of the beneficial owner, or (b) which can be satisfied by
the custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien, provided in each case referred to in
clauses (a)(ii) and (b) that payment by such custodian, nominee or other agent
of such beneficial owner is not otherwise subject to any such requirement), the
Company at its election will either (x) permit any Holder of a Bearer Security
to present such Bearer Security for redemption within 90 days of notice of such
redemption, at a Redemption Price determined as set forth in the next preceding
paragraph, or (y) if and so long as the conditions of the [fifth] paragraph on
the face of this Security are satisfied, pay the additional amounts specified in
such paragraph. The Company will make such determination and election and notify
the Trustee thereof as soon as practicable, and the Trustee will promptly give
notice of such determination in the manner provided below (the “Determination Notice”), in
each case stating the effective date of such certification, identification or
other reporting requirement, whether the Company has elected to permit
redemption of the Bearer Securities or to pay the additional amounts specified
in such paragraph and (if applicable) the last day by which the Company may
publish any notice of redemption. If the Company elects to permit redemption of
the Bearer Securities, notice of the redemption will be given not more than 268
days following the Determination Notice and will specify the date fixed for
redemption. The Bearer Securities will be redeemed on the day 97 days after
notice of the redemption has been given. Notwithstanding the foregoing, the
Company will not permit redemption of the Bearer Securities if the Company,
based upon an opinion of independent counsel, subsequently determines, not less
than 30 days prior to the date fixed for redemption, that no payment would be
subject to any such requirement, in which case the Company will promptly notify


       

       

      
        
          
          

        

        
          B-9

          
            

          

        

        
          
          

        

      

       

       

      the
Trustee, which will promptly give notice of that determination in the manner
described below, and any earlier redemption notice will thereupon be revoked and
of no further effect.]

       

      [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] [U.S.$] ..... [(“mandatory sinking fund”) and not more than [U.S.$].]
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).]

       

      [Notice of
redemption will be given by publication in an Authorized Newspaper in The City
of New York and, if the Securities of this series are then listed on [The Stock
Exchange of the United Kingdom and the Republic of Ireland] [the Luxembourg
Stock Exchange] [or] any [other] stock exchange located outside the United
States and such stock exchange shall so require, in [London] [Luxembourg] [or]
in any [other] required city outside the United States or, if not practicable,
elsewhere in Europe, [and by mail to Holders of Registered Securities] not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.]

       

      If an
Event of Default with respect to Securities of this series shall occur and be
continuing, [the] [if an
Original Issue Discount Security, insert- an amount of] principal of the
Securities of the series may be declared due and payable in the manner and with
the effect provided in the Indenture [the] [if an Original Issue Discount
Security, insert- 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 [if the Securities of the series are
interest-bearing insert-and any related coupons] 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 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 (with each series voting as a separate class in
certain other cases specified in the Indenture or with all series voting as one
class, in certain other cases specified in the Indenture), on behalf of the
Holders of all Securities of such series [if the Securities of the series are
interest-bearing, insert- and any related coupons], to waive compliance
by the 

       

       

      
        
          
          

        

        
          B-10

          
            

          

        

        
          
          

        

      

       

       

      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 any coupon appertaining hereto and
of any Security issued in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

       

      As set forth in, and subject to, the
provisions of the Indenture, no Holder of any Security of this series [if the Security is interest-bearing,
insert- or any related coupon] will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof [if the Security is interest-bearing
insert-or any related coupon] for the enforcement of payment of the
principal of [(and premium, if any)] or [any] interest on this Security [if the Security is interest-bearing,
insert-or payment of such coupon] on or after the respective due dates
expressed herein [if the
Security is interest-bearing, insert-or in such coupon].

       

      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 [any]
interest (including additional amounts, as described on the face hereof) on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.

       

      Title to
[Bearer] Securities and coupons shall pass by delivery. [As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
Registered Securities is registrable in the Security Register, upon surrender of
a Registered Security for registration of transfer at the [Corporate Trust
Office of the Trustee or such other] office or agency of the Company in any
place where the principal of (premium, if any) and interest, if any, on such
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 thereof or his attorney duly authorized in writing, and
thereupon one or more new [Registered] Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]

       

       

      
        
          
          

        

        
          B-11

          
            

          

        

        
          
          

        

      

       

       

      [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.]

       

      The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of a Bearer Security of any series [if the Securities of the series are
interest-bearing, insert- and any coupon appertaining thereto] [, and
prior to due presentment of a Registered Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered,] as the owner thereof for
all purposes, whether or not such Security.  [if the Securities of the series are
interest-bearing insert- or such coupon] is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

       

      The
Indenture, the Securities and any coupons appertaining thereto shall be governed
by and construed in accordance with the laws of the State of New York without
giving effect to the conflicts of laws provisions thereof. All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

       

       

      
        
          
          

        

        
          B-12

          
            

          

        

        
          
          

        

      

       

      
 

      [Form of
Face of Coupon]

       

      ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

       

      
        	 
      	
                [R-]________

              
	 	 
	
                CAMPBELL
      SOUP COMPANY

              	
                [U.S.$]______

              
	 	 
	 
      	
                Due_________

              


      

      ______________________

      


      Unless the
Security to which this coupon appertaining shall have been called for previous
redemption and payment thereof duly provided for on the date set forth hereon.
CAMPBELL SOUP COMPANY (herein called the “Company”) will pay to bearer,
upon surrender hereof, the amount shown hereon (together with any additional
amounts in respect thereof which the Company may be required to pay according to
the terms of said Security and the Indenture referred to therein) [at the
initial Paying Agents set out on the reverse hereof or at such other offices or
agencies (which, except as otherwise provided in the Security to which this
coupon appertaining, shall be located outside the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction (the “United States”)) as the
Company may designate from time to time,] at the option of the Holder, by
[United States dollar check] drawn on a bank in The City of New York or by
transfer of [United States dollars] to an account maintained by the payee with a
bank located outside the United States, being [one year’s] interest then payable
on said Security.

       

      
        	
                CAMPBELL
      SOUP COMPANY

                 

              	 
	
                By:

              	 
      	 


      

       

       

       

      
        
          
          

        

        
          B-13

          
            

          

        

        
          
          

        

      

      
 

      
        	
                [Reverse
      of Coupon]3

              	 
	 
      	 
	 
      	 
	 
      	 
	 
      	 
	 
      	 


      

      
 

       

      _______________  
        3 Insert
names and addresses of Initial Paying Agents located outside the United
States.

         

         

         

        
          
            
            

          

          
            B-14

            
              

            

          

          
            
            

          

        

         

         

         

      

      EXHIBIT
C-1

       

      [FORM OF
CERTIFICATE TO BE GIVEN BY

      PERSON
ENTITLED TO RECEIVE BEARER SECURITY]

       

      CERTIFICATE

       

      Whenever
any provision of this Indenture or the forms of Security contemplates that
certification be given by a Person entitled to receive a Bearer Security, such
certification shall be provided substantially in the form of the following
certificate, with only such changes as shall be approved by the
Company:

       

      [Insert
title or sufficient description

      of
Securities to be delivered]

       

      This is to
certify that the above-captioned Security is not being acquired by or on behalf
of a United States person, or for offer to resell or for resale to a United
States person or any person inside the United States, or, if a beneficial
interest in the Security is being acquired by a United States person, that such
person is a financial institution within the meaning of Section
l.165-12(c)(1)(v) of the United States Treasury Regulations or is acquiring
through such a financial institution, and in either case that the Security is
held by a financial institution that has agreed in writing to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder and is not purchasing for offer
to resell or for resale inside the United States. If this certificate is being
provided by a clearing organization, it is based on statements provided to it by
its member organizations. As used herein, “United States” means the United
States of America (including the States and the District of Columbia), its
territories and possessions and other areas subject to its jurisdiction, and
“United States person” means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof and any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source. If the undersigned is a dealer, the undersigned agrees
to obtain a similar certificate from each person entitled to delivery of any of
the above-captioned Securities in bearer form purchased from it; provided, however, that, if
the undersigned has actual knowledge that the information contained in such a
certificate is false (and, absent documentary evidence that the beneficial owner
of such Security is not a United States person, the undersigned will be, deemed
to have actual knowledge that such beneficial owner, other than a financial
institution described above, is a United States person if the undersigned has a
United States address for such beneficial owner), the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

       

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

       

      We
undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities.

       

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

       

      
      

       

      
        	
                Dated:_____,
      20__

              	
                ________________________

              	 


      

       

       

       

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

       

       

      EXHIBIT
C-2

       

      [FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN CONNECTION WITH THE
EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY

       

      Whenever
any provision of this Indenture or the forms of Security contemplates that
certification be given by Euroclear or Clearstream in connection with the
exchange of a portion of a temporary global Security, such certification shall
be provided substantially in the form of the following certificate, with only
such changes as shall be approved by the Company:]

       

      CERTIFICATE

       

      [Insert
title or sufficient description

      of
Securities to be delivered]

       

      This is to
certify with respect to U.S. $     principal amount of the
above-captioned Securities (i) that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our “Qualified Account
Holders”) a certificate with respect to such portion substantially in the
form attached hereto, and (ii) that we are not submitting herewith for exchange
any portion of the temporary global Security representing the above-captioned
Securities excepted in such certificates.

       

      We further
certify that as of the date hereof we have not received any notification from
any of our Qualified Account Holders to the effect that the statements made by
such Qualified Account Holders with respect to any portion of the Principal
amount submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

       

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

       

      Dated:
_________, 20___

      [To be
dated no earlier than

      the
Exchange Date]

      
        	
                [EUROCLEAR
      BANK S.A./N.V., as Operator of the Euroclear System] [CLEARSTREAM BANKING,
      SOCIETE ANONYME]

                 

              	 
	
                By:

              	 
      	 


      

       

       

      
        
          
          

        

        
          C-2-1

          
            

          

        

        
          
          

        

      

       

       

       

      EXHIBIT
C-3

       

      [FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM TO OBTAIN INTEREST PRIOR TO
AN EXCHANGE DATE

       

      Whenever
any provision of this indenture or the forms of Security contemplates that
certification be given by Euroclear or Clearstream to obtain interest prior to
an Exchange Date, such certification shall be provided substantially in the form
of the following certificate, with only such changes as shall be approved by the
Company:]

       

      CERTIFICATE

       

      ________________

       

      [Insert
title or sufficient description of Securities]

       

      We confirm
that the interest payable on the Interest Payment Date on [Insert Date] will be paid to
each of the persons appearing in our records as being entitled to interest
payable on such date from whom we have received a written certification, dated
not earlier than such Interest Payment Date, substantially in the form attached
hereto. We undertake to retain certificates received from our member
organizations in connection herewith for four years from the end of the calendar
year in which such certificates are received.

       

      We
undertake that any interest received by us and not paid as provided above shall
be returned to the Trustee for the above Securities immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
by such Trustee to the above issuer at the end of two years after such Interest
Payment Date.

       

      Dated:
_________, 20___

      [To be
dated on or after

      the
relevant Interest

      Payment
Date]

       

      
        	
                [EUROCLEAR
      BANK S.A./N.V., as Operator of the Euroclear System] [CLEARSTREAM BANKING,
      SOCIETE ANONYME]

                 

              	 
	
                By:

              	 
      	 


      

      


       

      
         

         

         

        C-3-1