Exhibit
4.3

    
      


      


      
        
          

        



      


      TRUST
INDENTURE

       

       

        
          

        

      

      Dated as
of August 1, 1998

      
 

      between

       

      
        THOMAS
& BETTS CORPORATION, as Issuer 

         

        and

      

      


      THE BANK
OF NEW YORK, as Trustee

       

      
        

      

      Debt
Securities

       

      


      
        
 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    Reconciliation
and tie between

    Trust
Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture

    


    


    
      
        	 
      	
                Indenture

              
	
                Trust Indenture Act
      Section

              	
                Section

              
	
                §310(a)(1)

              	
                6.09

              
	
                (a)(2)

              	
                6.09

              
	
                (b)

              	
                6.10

              
	
                §311(b)(4)

              	
                6.13

              
	
                (b)(6)

              	
                6.13

              
	
                §312(a)

              	
                7.01

              
	
                (b)

              	
                7.02

              
	
                (c)

              	
                7.02

              
	
                §313(a)

              	
                7.03

              
	
                (b)(2)

              	
                7.03

              
	
                (c)

              	
                7.03

              
	
                (d)

              	
                7.03

              
	
                §314(a)

              	
                7.04

              
	
                (c)(1)

              	
                1.02

              
	
                (c)(2)

              	
                1.02

              
	
                (e)

              	
                1.02

              
	
                (f)

              	
                1.02

              
	
                §316(a)
      (last sentence)

              	
                1.01

              
	
                (a)(1)(A)

              	
                5.02,
      5.12

              
	
                (a)(1)(B)

              	
                5.13

              
	
                (b)

              	
                5.08

              
	
                §317(a)(1)

              	
                5.03

              
	
                (a)(2)

              	
                5.04

              
	
                (b)

              	
                10.03

              
	
                §318(a)

              	
                1.07

              


      

    

    


    
      
        

      

    

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

    


    NOTE:
Section 318(c) of the Trust Indenture Act provides that the provisions of
Sections 310-317 are a part of and govern every qualified indenture, whether or
not physically contained therein.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    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

              	
                9

              
	
                SECTION
      1.03.  Form of Documents Delivered to Trustee

              	
                9

              
	
                SECTION
      1.04.  Acts of Holders

              	
                10

              
	
                SECTION
      1.05.  Notes, Etc. to Trustee and Company

              	
                11

              
	
                SECTION
      1.06.  Notice to Holders; Waiver

              	
                11

              
	
                SECTION
      1.07.  Conflict with Trust Indenture Act

              	
                12

              
	
                SECTION
      1.08.  Effect of Headings and Table of Contents

              	
                12

              
	
                SECTION
      1.09.  Successors and Assigns

              	
                12

              
	
                SECTION
      1.10.  Separability Clause

              	
                12

              
	
                SECTION
      1.11.  Benefits and Indenture

              	
                 12

              
	
                SECTION
      1.12.  Governing Law

              	
                13

              
	
                SECTION
      1.13.  Legal Holidays

              	
                13

              
	
                SECTION
      1.14.  Language of Notices

              	
                13

              
	
                SECTION
      1.15.  Counterparts

              	
                13

              
	 
      	 
      
	
                ARTICLE
      2

              
	
                SECURITY
      FORMS

              
	 
      	 
      
	
                SECTION
      2.01.  Forms Generally

              	
                13

              
	
                SECTION
      2.02.  Form of Trustee’s Certificate of
      Authentication

              	
                14

              
	
                SECTION
      2.03.  Global Securities

              	
                14

              
	 
      	 
      
	
                ARTICLE
      3

              
	
                THE
      SECURITIES

              
	 
      	 
      
	
                SECTION
      3.01.  Amount Unlimited; Issuable in Series

              	
                15

              
	
                SECTION
      3.02.  Denominations

              	
                19

              
	
                SECTION
      3.03.  Execution, Authentication, Delivery and
      Dating

              	
                19

              
	
                SECTION
      3.04.  Temporary Securities

              	
                21

              
	
                SECTION
      3.05.  Registration, Transfer and Exchange

              	
                21

              
	
                SECTION
      3.06.  Mutilated, Destroyed, Lost and Stolen
      Securities

              	
                24

              
	
                SECTION
      3.07.  Payment of Interest; Interest Rights
      Preserved

              	
                25

              
	
                SECTION
      3.08.  Persons Deemed Owners

              	
                26

              
	
                SECTION
      3.09.  Cancellation

              	
                27

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      
	 
      	
                PAGE

              
	 
      	 
      
	
                SECTION
      3.10.  Computation of Interest

              	
                27

              
	
                SECTION
      3.11.  CUSIP Numbers

              	
                27

              
	 
      	 
      
	
                ARTICLE
      4

              
	
                SATISFACTION
      AND DISCHARGE

              
	 
      	 
      
	
                SECTION
      4.01.  Satisfaction and Discharge of Indenture

              	
                28

              
	
                SECTION
      4.02.  Application of Trust Money

              	
                29

              
	 
      	 
      
	
                ARTICLE
      5

              
	
                REMEDIES

              
	 
      	 
      
	
                SECTION
      5.01.  Events of Default

              	
                30

              
	
                SECTION
      5.02.  Acceleration of Maturity; Rescission and
      Annulment

              	
                31

              
	
                
                  SECTION
      5.03.  Collection of Indebtedness and Suits for Enforcement by
      Trustee

                

              	
                32

              
	
                SECTION
      5.04.  Trustee May File Proofs of Claim

              	
                33

              
	
                
                  SECTION
      5.05.  Trustee May Enforce Claims Without Possession of Securities

                

              	
                34

              
	
                SECTION
      5.06.  Application of Money Collected

              	
                34

              
	
                SECTION
      5.07.  Limitation on Suits

              	
                34

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

                

              	
                35

              
	
                SECTION
      5.09.  Restoration of Rights and Remedies

              	
                35

              
	
                SECTION
      5.10.  Rights and Remedies Cumulative

              	
                36

              
	
                SECTION
      5.11.  Delay or Omission Not Waiver

              	
                36

              
	
                SECTION
      5.12.  Control by Holders

              	
                36

              
	
                SECTION
      5.13.  Waiver of Past Defaults

              	
                36

              
	
                SECTION
      5.14.  Undertaking for Costs

              	
                37

              
	
                SECTION
      5.15.  Waiver of Stay or Extension Laws

              	
                37

              
	 
      	 
      
	
                ARTICLE
      6

              
	
                THE
      TRUSTEE

              
	
                SECTION
      6.01.  Certain Duties and Responsibilities

              	
                38

              
	
                SECTION
      6.02.  Notice of Defaults

              	
                39

              
	
                SECTION
      6.03.  Certain Rights of Trustee

              	
                39

              
	
                SECTION
      6.04.  Not Responsible for Recitals or Issuance of
      Securities

              	
                40

              
	
                SECTION
      6.05.  May Hold Securities

              	
                41

              
	
                SECTION
      6.06.  Money Held in Trust

              	
                41

              
	
                SECTION
      6.07.  Compensation and Reimbursement

              	
                41

              
	
                SECTION
      6.08.  Intentionally Left Blank

              	
                42

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      
	 
      	
                PAGE

              
	 
      	 
      
	
                SECTION
      6.09.  Corporate Trustee Required; Eligibility

              	
                42

              
	
                SECTION
      6.10.  Resignation and Removal; Appointment of
      Successor

              	
                43

              
	
                SECTION
      6.11.  Acceptance of Appointment by Successor

              	
                45

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

                

              	
                46

              
	
                SECTION
      6.13.  Preferential Claims

              	
                  46

              
	
                SECTION
      6.14.  Appointment of Authenticating Agent

              	
                47

              
	 
      	 
      
	
                ARTICLE
      7

              
	
                HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

                

              	
                49

              
	
                SECTION
      7.02.  Preservation of Information; Communications to
      Holders

              	
                49

              
	
                SECTION
      7.03.  Reports by Trustee

              	
                51

              
	
                SECTION
      7.04.  Reports by Company

              	
                51

              
	 
      	 
      
	
                ARTICLE
      8

              
	
                CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

              
	
                SECTION
      8.01.  Company May Consolidate, Etc. on Certain
      Terms

              	
                52

              
	
                SECTION
      8.02.  Successor Corporation Substituted

              	
                53

              
	 
      	 
      
	
                ARTICLE
      9

              
	
                SUPPLEMENTAL
      INDENTURES

              
	
                SECTION
      9.01.  Supplemental Indentures Without Consent of
      Holders

              	
                53

              
	
                SECTION
      9.02.  Supplemental Indentures with Consent of
      Holders

              	
                 54

              
	
                SECTION
      9.03.  Execution of Supplemental Indentures

              	
                 55

              
	
                SECTION
      9.04.  Effect of Supplemental Indentures

              	
                56

              
	
                SECTION
      9.05.  Conformity with Trust Indenture Act

              	
                 56

              
	
                SECTION
      9.06.  Reference in Securities to Supplemental
      Indentures

              	
                56

              
	 
      	 
      
	
                ARTICLE
      10

              
	
                COVENANTS

              
	 
      	 
      
	
                
                  SECTION
      10.01.  Payment of Principal, any Premium, Interest and
      Additional
      Amounts

                

              	
                56

              
	
                SECTION
      10.02.  Maintenance of Office or Agency

              	
                56

              
	
                SECTION
      10.03.  Money for Securities Payments to be Held in
      Trust

              	
                57

              
	
                SECTION
      10.04.  Corporate Existence

              	
                 59

              
	
                SECTION
      10.05.  Statement as to Default

              	
                59

              
	 
      	 
      


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	
                PAGE

              
	 
      	 
      
	
                SECTION
      10.06.  Additional Amounts

              	
                 59

              
	
                SECTION
      10.07.  Calculation of Original Issue Discount

              	
                60

              
	 
      	 
      
	
                ARTICLE
      11

              
	
                REDEMPTION
      OF SECURITIES

              
	 
      	 
      
	
                SECTION
      11.01.  Applicability of Article

              	
                60

              
	
                SECTION
      11.02.  Election to Redeem; Notice to Trustee

              	
                60

              
	
                SECTION
      11.03.  Selection by Trustee of Securities to be
      Redeemed

              	
                61

              
	
                SECTION
      11.04.  Notice of Redemption

              	
                61

              
	
                SECTION
      11.05.  Deposit of Redemption Price

              	
                  62

              
	
                SECTION
      11.06.  Securities Payable on Redemption Date

              	
                62

              
	
                SECTION
      11.07.  Securities Redeemed in Part

              	
                  63

              
	 
      	 
      
	
                ARTICLE
      12

              
	
                INTENTIONALLY
      LEFT BLANK

              
	 
      	 
      
	 
      	 
      
	
                ARTICLE
      13

              
	
                DEFEASANCE
      AND COVENANT

              
	 
      	 
      
	
                
                  SECTION
      13.01.  Applicability of Article; Company’s Option to Effect
      Defeasance or
      Covenant Defeasance

                

              	
                  63

              
	
                SECTION
      13.02.  Defeasance and Discharge

              	
                   64

              
	
                SECTION
      13.03.  Covenant Defeasance

              	
                64

              
	
                SECTION
      13.04.  Conditions to Defeasance or Covenant
      Defeasance

              	
                65

              
	
                
                  SECTION
      13.05.  Deposited Money and Government Obligations to be
      Held in
      Trust; Other Miscellaneous Provisions

                

              	
                67

              
	 
      	 
      
	
                ARTICLE
      14

              
	
                SINKING
      FUNDS

              
	 
      	 
      
	
                SECTION
      14.01.  Applicability of Article

              	
                68

              
	
                SECTION
      14.02.  Satisfaction of Sinking Fund Payments with
      Securities

              	
                68

              
	
                SECTION
      14.03.  Redemption of Securities for Sinking
Fund

              	
                   69

              
	 
      	 
      
	
                ARTICLE
      15

              
	
                SECURITIES
      IN FOREIGN CURRENCIES

              
	 
      	 
      
	
                SECTION
      15.01.  Applicability of Article

              	
                69

              


      

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      
	 
      	
                PAGE

              
	 
      	 
      
	
                SCHEDULE
      I        Supplemental
      Indenture

              	
                 

              
	
                EXHIBIT
      A        Form of Debt
      Security

              	 
      


      

      


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

     

    TRUST
INDENTURE

    


    INDENTURE,
dated as of August 1, 1998 between Thomas & Betts Corporation, a Tennessee
corporation (the “Company”) and The Bank of New
York, a New York banking corporation, as trustee (the “Trustee”).

    


    RECITALS

    


    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its senior unsecured debentures,
bonds, notes or other evidences of indebtedness (herein called the “Securities”), unlimited as to
principal amount, to bear such rates of interest, to mature at such time or
times, to be issued in one or more series and to have such other provisions as
shall be fixed as hereinafter provided;

    


    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture.
All things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done; and

    


    WHEREAS,
this Indenture is subject to the provisions of the Trust Indenture Act of 1939,
as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such
provisions.

    


    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

    


    For and in
consideration of the premises and the purchase of the Securities by the Holders
(as herein defined) thereof, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities or of any series
thereof, as follows:


    


    ARTICLE
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;

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


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

    


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

    


    (d)        the
words “herein,” “hereof,” “hereto”
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 certain Articles hereof are defined in those
Articles.

    


    “Act” when used with respect to
any Holder, has the meaning specified in Section 1.04.

    


    “Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes, assessments or other governmental charges imposed on Holders
specified therein and which are owing to such Holders.

    


    “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

    


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

    


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

    


    “Board Resolution” means a copy
of one or more resolutions certified by the Secretary or Assistant Secretary of
the Company to have been duly adopted by

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    the Board
of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

    


    “Business Day” means any day
other than Saturday, Sunday or other day on which banking institutions in New
York are authorized or obligated by law to close.

    


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

    


    “Company” means Thomas &
Betts Corporation or any successor Corporation which shall have become such
under this Indenture.

    


    “Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its President or any Vice
President and delivered to the Trustee.

    


    “Conversion Event” means the
cessation of use of (i) a Foreign Currency both by the government of the country
or the confederation which issued such Foreign Currency and for the settlement
of transactions by a central bank or other public institutions of or within the
international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Union or (iii) any currency unit or composite currency other
than the ECU for the purposes for which it was established.

    


    “Corporate Trust Office” means
the principal corporate trust office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which
office at the date of original execution of this Indenture is located at 101
Barclay Street, New York, New York 10286.

    


    “Corporation” includes
corporations and limited liability companies and, except for purposes of Article
Eight, associations, companies and business trusts.

    


    “Currency” with respect to any
payment, deposit or other transfer in respect of the principal of or any premium
or interest on or any Additional Amounts with respect to any Security, means
Dollars or the Foreign Currency, as the case may be, in which such payment,
deposit or other transfer is required to be made by or pursuant to the terms
hereof or such Security and, with respect to any 

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

     

    “CUSIP Number” means the
alphanumeric designation assigned to a Security by Standard & Poor’s Ratings
Group, CUSIP Service Bureau.

    


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

    


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

    


    “Dollars” means a dollar or
other equivalent unit of legal tender for payment of debts in the United States
of America.

    


    “ECU” means the European
Currency Units as defined and revised from time to time by the Counsel of the
European Community.

    


    “European Monetary System”
means the European Monetary System established by the Resolution of December 5,
1978 of the Council of the European Community.

    


    “European Union” means the
European Community, the European Coal and Steel Community and the European
Atomic Energy Community.

    


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

    


    “Foreign Currency” means any
currency, currency unit or composite currency, including, without limitation,
the ECU, issued by the government of one or more countries other than the United
States or by any recognized confederation or association of such
governments.

    


    “Global Security” means a
Security bearing the legend specified in Section 2.03 evidencing all or part of
a series of Securities, issued to the Depository with respect to such series or
its nominee and registered in the name of such Depository or
nominee.

    


    “Government Obligations” means
securities which are (x) direct obligations of the United States of America or
the other government or governments in the confederation which issued the
Foreign Currency in which the principal of or any premium or interest on any
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or  

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    payments thereunder are
supported by the full faith and credit of such government or governments, or (y)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such other governments or
governments, in each case where the payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other governments or governments, 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 as
custodian with respect to any such Government Obligation or a specific payment
of principal of or interest on any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect to the Government Obligation or
the specific payment of principal of or interest on the Government Obligation
evidenced by such depository receipt.

    


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

    


    “Indenture” means this
instrument 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 each particular series of
Securities established as contemplated by Section 3.01.

    


    “Indexed Security” means a
Security the terms of which provide that the principal amount thereof payable at
Stated Maturity may be more or less than the principal face amount thereof at
original issuance.

    


    “Interest” with respect to any
Original Issue Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity and, when used with respect to a
Security which provides for the payment of Additional Amounts pursuant to
Section 10.06, includes such Additional Amounts.

    


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

    


    “Maturity” 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, notice of
redemption or repurchase or otherwise and includes the Redemption
Date.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    “Officer’s Certificate” means a
certificate signed by the President or any Vice President of the Company, and
delivered to the Trustee.

     

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

    


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

    


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

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Securities
      for whose payment or redemption money or Government Obligations as
      contemplated by Section 13.10 in the necessary amount have been
      theretofore deposited with the Trustee (or another trustee satisfying the
      requirements of Section 6.09) in trust for the Holders of such Securities
      in accordance with Section 13.05;
and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              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, unless 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;

            


    

     

     

    
      
        
        

      

      
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    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding shall be equal to
the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 5.02, (B) the principal amount of any Indexed
Security that may be counted in making such determination and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided in this
Indenture, (C) the principal amount of a Security denominated in a Foreign
Currency shall be the Dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (A) above) of
such Security, and (D) Securities owned by the Company or any other obligor or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor or any
Affiliate of the Company or of such other obligor.

    


    “Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on 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” with respect
to the Securities of any series, means the place where the principal of (and
premium, if any), interest on, and Additional Amounts with respect to, the
Securities of that series are payable as provided in or pursuant to this
Indenture or such Securities.

    


    “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 

     

     

    
      
        
        

      

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

    


    “Redemption Date” with respect
to any Security or portion thereof to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture or such Security.

     

    “Redemption Price” with respect
to any Security or portion thereof to be redeemed, means the price at which it
is to be redeemed pursuant to this Indenture or such Security.

    


    “Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series
means the date specified in or pursuant to this Indenture or such Security as
the “Regular Record
Date.”

    


    “Responsible Officer” means any
officer of the Trustee in its Corporate Trust Office and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of knowledge of and familiarity with the particular
subject.

    


    “Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture, provided, however, that if at
any time there is more than one Person acting as Trustee under this Indenture,
“Securities” with
respect to any such Person shall mean securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any series as to
which such Person is not Trustee.

    


    “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 any Security means a date fixed by the
Trustee pursuant to Section 3.07.

    


    “Stated Maturity” with respect
to any Security or any installment of principal thereof or interest thereon or
any Additional Amounts, means the date established by or pursuant to this
Indenture or such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.

    


    “Subsidiary” means any
Corporation of which at the time of determination the Company or one or more
Subsidiaries owns or controls, directly or indirectly, more than 50% of the
shares of voting stock. For the purposes of 

     

     

    
      
        
        

      

      
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    this
definition, “voting
stock” means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

    


    “Trustee” means the Person
named as the “Trustee”
in the first paragraph of this Indenture 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. If at any
time there is more than one
such Person, “Trustee”
shall mean such Person and as used with respect to the Securities of any series
shall mean the Trustee with respect to Securities of such series.

    


    “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended, as in force at the date as of which
this instrument was executed, except as provided in Section 9.05.

    


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

    


    SECTION 1.02. Compliance Certificates and
Opinions. Except as otherwise expressly provided in this Indenture, 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 Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with or
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
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished. Any Officer’s Certificate will comply with Section
314(e) of the Trust Indenture Act.

    


    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.

     

     

    
      
        
        

      

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

    


    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture or any Security, 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.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

    


    (b)        The
fact and date of the execution by any Person of any such instrument or writing
may be proved in any reasonable manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.

    


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

    

    


    Register.


    (d)        If
the Company shall solicit from the Holders of Securities of any series any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, fix in advance a record date for the
determination of Holders of Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company


     

     

    
      
        
        

      

      
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    shall have
no obligation to do so. Any such record date shall be fixed at the Company’s
discretion. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent and waiver or other Act may be sought or given before
or after the record date, but only the Holders of Securities of record at the
close of business on such record date shall be deemed to be Holders of
Securities for the purpose of determining whether Holders of the requisite
proportion of Securities of such series Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Securities of such series
Outstanding shall be computed as of such record date.

    


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

    


    SECTION 1.05. Notes, 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 the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Trustee
Administration; 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 at 8155 T&B Boulevard, Memphis,
Tennessee 38125, attention Vice President-Finance and Treasurer (with a copy to
the Vice President-General Counsel and Secretary), or at any other address
previously furnished in writing to the Trustee by the Company.

    


    SECTION 1.06. Notice to Holders; Waiver.
Where this Indenture or any Security provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein or in
such Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at the Holder’s address as it
appears in the Security Register, not later than the latest date, or not earlier
than the earliest date, prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the 

     

     

    
      
        
        

      

      
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    failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided.

    


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

     

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

    


    SECTION 1.07. 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.

    


    SECTION 1.08. 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 1.09. 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 1.10. Separability Clause. In case
any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

    


    SECTION 1.11. Benefits and Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     

    
 

    
      
        
        

      

      
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    SECTION 1.12. Governing Law. This Indenture
and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.

    


    SECTION 1.13. Legal Holidays. In any case
where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) or any Additional Amounts
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, and no interest shall accrue with respect to such payments for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to the next succeeding Business Day.

     

    SECTION 1.14. Language of Notices. Any
request, demand, authorization, direction, notice, consent, election or waiver
required or permitted under this Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an
official language of the country of publication.

    


    SECTION 1.15. Counterparts. This Indenture
may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.

     

    ARTICLE
2

    SECURITY FORMS

    


    SECTION 2.01. Forms Generally. The
Securities of each series shall be in substantially the form attached hereto as
Exhibit A as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

    


    If any
form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or Assistant Secretary of the Company and delivered
to the Trustee at the same time as or prior to the delivery of the 

     

     

    
      
        
        

      

      
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    Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

    


    The
definitive Securities may be produced in any manner determined by the officers
executing such Securities, as evidenced by their execution of such
Securities.

    


    Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without coupons and shall not be
issuable upon the exercise of warrants.

    


    SECTION 2.02. Form of Trustee’s Certificate of
Authentication. This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

     

    
      
        	
                THE
      BANK OF NEW YORK,

              	 
	
                as
      Trustee

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                By:

              	 
      	 
	 
      	
                Authorized
      Signatory

              	 


      

    

     

    SECTION 2.03. Global Securities. Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issued in global form. Any such Security may provide that it
or any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lessor amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person as shall be
specified therein or in the Company Order to be delivered pursuant to Section
3.03 or 3.04 with respect thereto.

    


    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 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 a
Security in global form shall be in writing but need not be 

     

     

    
      
        
        

      

      
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    accompanied
by or contained in an Officer’s Certificate and need not be accompanied by an
Opinion of Counsel.

    


    Notwithstanding
the provisions of Section 3.07, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in global
form shall be made to the Person specified therein.

    


    Notwithstanding
the provisions of Section 3.08 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder, the holder of such global Security in registered
form.

    


    Any Global
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

    


    “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a 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
Officer’s Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series (subject to the last
paragraph of this Section 3.01).

    


    
      
        
        

      

      
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    (a)        the
title of the Securities and the series in which such Securities shall be
included (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 Section 3.04,
3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to
Section 3.3
are deemed
never to have been authenticated and delivered hereunder);

     

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

    


    (d)        the
Person to whom any interest on any Security of the series shall be payable if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record
Date for such interest, the rate or rates, which may be fixed or variable, at
which the Securities of the series shall bear interest, if any, if the rate is
variable, the manner of calculation thereof, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall
be payable and the Regular Record Date for the interest payable on any Interest
Payment Date;

    


    (e)        the
place or places where the principal of (and premium, if any) and interest, if
any, on Securities of the series shall be payable;

    


    (f)        the
date or dates on which, 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 date or dates on which, 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 and any provisions for the remarketing of such
securities so redeemed or purchased;

    


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

    


    (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


     

     

     

    
      
        
        

      

      
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    acceleration
of the Maturity thereof pursuant to Section 5.02 or the method by which such
portion is to be determined;

     

    (j)        
the
application, if any, of either or both of Section 13.02 and Section 13.3
to the
Securities of the series;

    


    (k)        if
other than Dollars, the Foreign Currency in which payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any of such
Securities shall be payable;

    


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

     

    (m)         if
the amount of payments of principal of (and premium if any) or interest, if any,
on the Securities of the series may be determined with reference to an index,
formula or other method or methods based on a currency (including a composite
currency) other than that in which the Securities are stated to be payable, the
terms and conditions upon which and the manner in which such amounts shall be
determined and paid or payable;

    


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

    


    (o)        whether
any Securities of the series are to be issuable upon original issuance in the
form of one or more Global Securities and, if so, (i) the Depository with
respect to such Global Security or Securities and (ii) the circumstances under
which any such Global Security may be exchanged for Securities registered in the
name of, and any transfer of such Global Security may be registered to, a Person
other than such Depository or its nominee, if other than as set forth in Section
3.05;

    


    (p)        whether
and under what circumstances Additional Amounts on such Securities or any of
them shall be payable;

    


    (q)        the
notice, if any, to Holders regarding the determination of interest on a floating
rate Security and the manner of giving such notice, and the basis upon which
interest shall be calculated if other than that of a 360-day year of twelve
30-day months;

     

     

    
      
        
        

      

      
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      (r)        
intentionally
left blank;

    

    


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

    


    (t)        if
any of such Securities are to be issuable in global form and are to be issuable
in definitive form (whether upon original issue or upon exchange of a temporary
Security) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and terms of such certificates,
documents or conditions;

    


    (u)        if
there is more than one Trustee, the identity of the Trustee and, if not the
Trustee, the identity of each Security Registrar, Paying Agent or Authenticating
Agent with respect to such Securities; and

    


    (v)       
any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture) and any deletions from or modifications or
additions to this Indenture in respect of such series.

    


    All
Securities of any one series shall be substantially identical except as to
denomination, currency, rate of interest, or method of determining the rate of
interest, if any, Maturity, and the date from which interest, if any, shall
accrue and except as may otherwise be provided in or pursuant to such Board
Resolution referred to above and (subject to Section 3.03) set forth in the
Officer’s Certificate referred to above or in any indenture supplemental hereto.
If any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of the Board Resolution shall be delivered to the
Trustee at the same time as or prior to the delivery of the Officer’s
Certificate setting forth the terms of the series.

    


    Notwithstanding
any contrary terms of this Section 3.01, the terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of Persons designated in the Officer’s
Certificate or supplemental indenture and that such Persons are authorized to
determine, consistent with such Officer’s Certificate or any supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such certificate or supplemental indenture. All Securities of any
one series may be reopened for issuances of additional Securities of such series
or to establish additional terms of such series of Securities.

     

     

    
      
        
        

      

      
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    SECTION 3.02. Denominations. Unless
otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. The Securities of each series shall be
issuable only in fully registered form without coupons in such denominations as
shall be specified pursuant to Section 3.01. In the absence of any such
provision with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof. Securities not denominated in Dollars shall be issuable in such
denominations as are established with respect to such Securities in or pursuant
to this Indenture.

    


    SECTION 3.03. Execution, Authentication, Delivery
and Dating. The Securities shall be executed on behalf of the Company by
its President or any Vice President, under its corporate seal reproduced thereon
attested by its Secretary or Assistant Secretary. The signature of any of these
officers on the Securities may be manual or facsimile.

    


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

    


    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and make such Securities available for delivery. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions or indentures supplemental hereto 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 be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

    


    
      (a)       
 an Opinion
of Counsel to the effect that:

    

    


    (i)        
if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 2.01, that such form has been established in
conformity with the provisions of this Indenture;

     

     

    
      
        
        

      

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

     

    (iii)       this
Indenture has been qualified under the Trust Indenture Act;
and

    


    (iv)        that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general
equity principles and will entitle the Holders thereof to the benefits of this
Indenture; and

    


    (b)        an
Officer’s Certificate stating that, to the best knowledge of the Person
executing such certificate, no event which is, or after notice or lapse of
time would
become, an Event of Default with respect to any of the Securities shall have
occurred and be continuing.

    


    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 an Opinion of Counsel, Officer’s Certificate or the Company
Order otherwise required at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the time
of authentication upon original issuance of the first Security of such series to
be issued.

    


    Each
Security shall be dated the date of its authentication.

    


    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by, or
on behalf of, the Trustee or by the Authenticating Agent by manual signature.
Such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

    


    Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.09 together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of 

     

     

    
      
        
        

      

      
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    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 not be entitled to the benefits
of this Indenture.

    


    The
Trustee shall not be required to authenticate or to cause an Authentication
Agent to authenticate any Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

    


    SECTION 3.04. Temporary Securities. Pending
the preparation of definitive Securities of any series, the Company may execute
and deliver to the Trustee, and, upon Company Order, the Trustee shall
authenticate and make available for delivery in the manner provided in Section
3.03, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers of the Company
executing such Securities may determine, as evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

    


    If
temporary Securities of any series are issued, the Company will cause definitive
Securities 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 at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and make available for delivery
in exchange therefor a like principal amount of definitive Securities of the
same series and of like tenor of authorized denomination containing terms and
provisions that are identical to those of any temporary Securities. 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
the same series.

    


    SECTION 3.05. Registration, Transfer and
Exchange. The Company shall cause to be kept at the Corporate Trust
Office a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of 

     

     

    
      
        
        

      

      
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    Securities.
The Trustee is hereby appointed “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein
provided.

    


    The
Company shall have the right to remove and replace from time to time the
Security Registrar for any series of Securities; provided that no such removal
or replacement shall be effective until a successor Security Registrar with
respect to such series of Securities shall have been appointed by the Company
and shall have accepted such appointment by the Company. In the event that the
Trustee shall not be or shall cease to be Security Registrar with respect to a
series of Securities, it shall have the right to examine the Security Register
for such series at all reasonable times. There shall be only one Security
Register for each series of Securities.

    


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

     

    At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series containing identical terms and provisions in 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.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and make available for delivery, the
Securities which the Holder making the exchange is entitled to
receive.

    


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

    


    Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or the
Holder’s 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 

     

     

    
      
        
        

      

      
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    with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

    


    Except as
otherwise provided herein, the Company shall not be required (i) to issue,
register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of such series selected for redemption under
Section 11.03 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

    


    Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.01,
any Global Security of any series shall be exchangeable for definitive
Securities only if: (i) such Depository is unwilling, unable or ineligible to
continue as Depository with respect to such Global Security and a successor
depository is not appointed by the Company within 90 days or if at any time the
Depository with respect to such Global Security ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, or (ii) the
Company executes and delivers to the Trustee a Company Order providing that such
Global Security shall be so exchangeable and the transfer thereof so
registrable.

     

    If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
the preceding sentence, 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 in such form and
denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to
the principal amount of such Global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such Global
Security shall be surrendered from time to time by the Depository and in
accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officer’s Certificate or be accompanied by an Opinion of Counsel), 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 in part, for
definitive Securities as described above without charge.

    


    The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered Global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized

     

    
      
        
        

      

      
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     denominations
and of like tenor as the portion of such Global Security to be exchanged, which
shall be in the form of Securities, 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 the same
series to be redeemed and ending at the close of business on the day of the
mailing of a notice of redemption of Securities.

    


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

    


    SECTION 3.06. Mutilated, Destroyed, Lost and
Stolen Securities. If (a) any mutilated Security is surrendered to the
Trustee or if there shall be delivered to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of any Security and (b)
there shall be delivered to the Company and the Trustee such indemnity as may be
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and make available for delivery, in
lieu of any such mutilated, destroyed, lost or stolen Security, a new Security
of the same series containing identical terms and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

    


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

    


    Upon the
issuance of any new Security under this Section, the Company 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.

     

     

    
      
        
        

      

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

    


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

    


    SECTION 3.07. Payment of Interest; Interest Rights
Preserved. Unless otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, interest on and any Additional Amounts with
respect to any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

    


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

    


    (a)        The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment. Such money when deposited will 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 

     

     

    
      
        
        

      

      
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    the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at the Holder’s address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following Clause (b).

    


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

    


    Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option of
the Company, interest on Securities may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security
Register or by transfer to an account maintained by the payee with a bank
located in the United States.

    


    Subject to
the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

    


    SECTION 3.08. Persons Deemed Owners. Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 3.05 and 3.07) interest on and any Additional Amounts with respect
to such Security and for all other purposes whatsoever, whether or not any
payment with respect to such Security shall be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

    


    No Holder
of any beneficial interest in any Global Security held on its behalf by a
Depository shall have any rights under this Indenture with respect to


     

     

    
      
        
        

      

      
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    such
Global Security, and such Depository may be treated by the Company, the Trustee,
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever. 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 Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.

    


    SECTION 3.09. Cancellation. All Securities
surrendered for payment, redemption, registration of transfer, exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever and may deliver to
the Trustee (or to an Authenticating Agent for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order, provided, however,
that the Trustee shall not be required to destroy such canceled
Securities.

    


    SECTION 3.10. Computation of Interest.
Except as otherwise specified pursuant to Section 3.01 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

    


    SECTION 3.11. 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 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.

     

     

    
      
        
        

      

      
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    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 specified in such
Company Request (except as to rights of registration of transfer or exchange of
Securities), and the Trustee on receipt of the Company Request, 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 (other than
(A) Securities of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.06 and (B) Securities
of such series 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

    


    
      (ii)     
 all such
Securities 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) 

              	
                if
      redeemable at the option of the Company, 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 not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest and any Additional Amounts to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be.

     

     

    
      
        
        

      

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

    


    (c)        the
Company has delivered to the Trustee an Officer’s Certificate or an Opinion of
Counsel, stating that all conditions precedent herein relating to the
satisfaction and discharge of this Indenture with respect to such Securities
have been complied with.

    


    In the
event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of
this Indenture only if requested to do so with respect to Securities of such
series as to which it is Trustee and if the other conditions thereto are
met.

    


    Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities
of any series, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Company to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause
(ii) of clause (a) of this Section, the obligations under Sections 3.04, 3.05,
3.06, 10.02 and 10.03, and the obligation to pay Additional Amounts, if any,
with respect to such Securities as contemplated by Section 10.06 (but only to
the extent that any Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to
Section 4.01(a)(ii)), shall survive.

    


    SECTION 4.02. Application of Trust Money.
Subject to the provisions of the penultimate paragraph of Section 10.03, all
money and Government Obligations deposited with the Trustee pursuant to Section
4.01 and Article 13 shall be held in trust and applied by it, in accordance with
the provisions of the Securities of the series for which such deposit was made
and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any), interest and Additional Amounts for
whose payment such money and Government Obligations has been deposited with the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

    


    


    
      
        
        

      

      
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    ARTICLE
5


    REMEDIES

    


    SECTION 5.01. Events of Default. “Event of Default,” wherever
used herein with respect to the 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), unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officer’s Certificate establishing the terms of such series
pursuant to this Indenture:

    


    (a)        default
in the payment of any interest upon any Security of such series when it becomes
due and payable, and continuance of such default for a period of 30
days;

    


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

    


    (c)        default
in the performance, or breach, of any covenant, agreement or warranty of the
Company in this Indenture (other than a covenant, agreement or warranty a
default in whose performance is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than such series) and continuance of such
default for a period of 60 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 50% in principal amount of the Outstanding Securities
of such series a written notice specifying such default and requiring it to be
remedied and stating that such notice is a “Notice of Default”
hereunder;

    


    (d)        default
in the deposit of any sinking fund payment when and as due by the terms of a
Security of such series;

     

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

     

     

    
      
        
        

      

      
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    (f)        the
commencement by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the commencement of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under federal bankruptcy law or any other
applicable federal or state law, or the consent by it to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of a general assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

    


    (g)        any
other Event of Default provided pursuant to Section 3.01 with respect to
Securities of such 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 in the Event of
Default described in Section 5.01, clauses (a), (b), (c), (d) and (g) above, the
Trustee or the Holders of not less than 50% in principal amount of the
Outstanding Securities of such series may declare the principal amount of all
the Securities of such 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 shall become immediately due and payable.
If an Event of Default specified in clauses (e) or (f) of Section 5.01 hereof
occurs, the principal amount of all Outstanding Securities of each series shall
become due and payable without any declaration or other act on the part of the
Trustee or the Holders of Securities of any series.

    


    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before the Stated Maturity thereof, the Holders of a
majority in principal amount of the Outstanding Securities of such 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 and any Additional Amounts with respect
to all Securities of such series;

    


    (ii)        the
principal of (and premium, if any, on) any Securities of such series which have
become due otherwise than by such declaration of 

     

     

    
      
        
        

      

      
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    acceleration
and interest thereon at the rate borne by the Securities of such series and any
Additional Amounts;

    


       
(iii)       to the extent that payment of
such interest or Additional Amounts is lawful, interest upon overdue interest or
Additional Amounts at the rate borne by the Securities of such series;
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 the Securities of such series, other than the
non-payment of the principal of Securities of such series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.

    


    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 interest on any Securities 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
Securities at the Maturity thereof,

    


    the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
borne by the 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 sum so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the

     

     

     

    
      
        
        

      

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

    


    SECTION 5.04. Trustee May File Proofs 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 any demand on
the Company for the payment of overdue principal (and premium, if any) or
interest or Additional Amounts) 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 and Additional Amounts owing and unpaid in respect of the
Securities and to file such other papers and documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

    


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

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

     

     

    
      
        
        

      

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

    


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

    


    SECTION 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), interest or Additional Amounts, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

    


    First:                      
To the payment of all amounts due
the Trustee under


    Section
6.07;

    


    Second:                   To
the payment of the amounts then due and unpaid for


    principal
of (and premium, if any), interest and Additional


    Amounts on
the Securities in respect of which or for the


    benefit of
which such money has been collected, ratably,


    without
preference or priority of any kind, according to the


    amounts
due and payable on such Securities for principal


    (and
premium, if any), interest and Additional Amounts,


    respectively;
and

    


    Third:                      To
the payment of the remainder, if any, to the Company or


    any other
Person lawfully entitled thereto.

     

    SECTION 5.07. Limitation on Suits. No
Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

     

     

    
      
        
        

      

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

    


    (b)        the
Holders of not less than 50% in principal amount of the Outstanding Securities
of such 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 indemnity satisfactory to it
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 proceedings; 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 such series.

    


    It being
understood and intended that no one or more Holders of Securities 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 right of any other such
Holders of Securities of such series, 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 of Securities.

    


    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
shall have the right, which is absolute and unconditional, to receive payment of
the principal of (and premium, if any, on) and (subject to Section 3.07)
interest on, and any Additional Amounts with respect to, such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment and such rights shall not be impaired without the consent of
such Holder.

    


    SECTION 5.09. Restoration of Rights and
Remedies. If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively


     

     

    
      
        
        

      

      
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    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 in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

    


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

    


    SECTION 5.12. Control by Holders. The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that:

    


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

    


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

    


    (c)        subject
to Section 6.01, the Trustee need not take any action which might be prejudicial
to the Holders of such series not consenting.

    


    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 waive any past default
hereunder with respect to such series and its consequences, except a
default:

     

     

    
      
        
        

      

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

    


    (b)        in
respect of a covenant or provision hereof which under Article 9 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 with respect to such series, 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 by 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 and
expenses, against any party litigant in such suit, having due regard to 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
Company, to any suit instituted by the Trustee, 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 for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the respective Stated Maturities
expressed in such Security (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 Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

    


    


    


    
      
        
        

      

      
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    ARTICLE
6

    THE TRUSTEE

    


    SECTION 6.01. Certain Duties and
Responsibilities. (a) Except during the continuance of an Event of
Default,

    


    (i)       
 the Trustee undertakes to perform such duties and only such duties 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 provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this
Indenture.

    


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

    


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

    


    (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 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
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or 

     

     

    
      
        
        

      

      
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    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 by mail to all Holders of
Securities of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder known to 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 on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further, that in the case of
any default of the character specified in Section 5.01(c) with respect to the
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.
Subject to the provisions of Section 6.01:

    


    (a)        the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;

    


    (b)        any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any 

     

     

     

    
      
        
        

      

      
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    resolution
of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

     

    (c)        whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate;

    


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

    


    (e)        the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee indemnity satisfactory to it against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction;

    


    (f)        the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit;

    


    (g)        the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;

    


    (h)        the
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights of powers conferred upon it by this Indenture;
and

    


    (i)        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 to
each agent, custodian and other Person employed to act hereunder.

     

     

    
      
        
        

      

      
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    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 or any Authenticating Agent
assume no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency
of this Indenture or of the Securities, 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 a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. 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 Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Section 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

    


    SECTION 6.06. Money Held in Trust. Except
as otherwise provided herein, 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 in writing with the Company.

    


    SECTION 6.07.  Compensation and
Reimbursement.  The Company agrees:

    


    (a)        to
pay to the Trustee from time to time such compensation as shall be agreed in
writing from time to time between the Company and the Trustee for all services
rendered by it hereunder;

    


    (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 each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on its part, arising out of or in connection


     

     

    
      
        
        

      

      
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    with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim, whether asserted by
the Company, or any Holder or any other Person, or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent that any such loss, liability, damage, claim or expense was due to
the Trustee’s negligence or bad faith.

    


    The
Trustee shall have a lien prior to the Securities as to all property and funds
held by it hereunder for any amount owing it or any predecessor Trustee pursuant
to this Section 6.07, except with respect to funds held in trust for the benefit
of the Holders of particular Securities.

    


    When the
Trustee incurs expenses or tenders services in connection with an Event of
Default specified in Section 5.01(e) or Section 5.01(f), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or other similar
law.

    


    The
provisions of this Section shall survive the termination of this
Indenture.

    


    SECTION 6.08.  Intentionally Left
Blank.

    


    SECTION 6.09. Corporate Trustee Required;
Eligibility. (a) There shall at all times be a Trustee hereunder which
shall:

    


    (i)        
be a Corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia authorized
under such laws to exercise corporate trust powers;

    


    (ii)         be
eligible under Section 310(a) of the Trust Indenture Act to act as trustee under
an indenture qualified under the Trust Indenture Act; and

    


       
(iii)        have a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority.

    


    If such
Corporation 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 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


     

     

    
      
        
        

      

      
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    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.

    


    (b) The
following Indenture shall be considered specifically described herein for
purposes of clause (i) of the proviso contained in Section 310(b)(1) of the
Trust Indenture Act:

    


    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 in
accordance with the applicable requirements of 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 at the expense of the Company 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 the Company or 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 in the case of an Act of the Holders. If an instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

    


    
      (d)      
 If at any
time:

    

    


    (i)        
the Trustee shall fail to comply with the obligations imposed upon it under
Section 310(b) of the Trust Indenture Act with respect to the Securities 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;

    


    (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

     

     

     

    
      
        
        

      

      
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(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,
(A) the Company may remove the Trustee with respect to all Securities or the
Securities of such series, or (B) 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
such Holder and all other similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities of
such series and the appointment of a successor Trustee.

    


      
(iv)         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 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).

    


    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 75% 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 supersede the successor Trustee appointed by the Company.

    


    If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of such Holder
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.

    


    (v)       
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and 

     

     

    
      
        
        

      

      
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    addresses
appear in the Security Register. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

    


    SECTION 6.11. Acceptance of Appointment by
Successor. (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

    


    (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


     

     

    
      
        
        

      

      
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    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.

    


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

    


    SECTION 6.13. Preferential Claims.
Reference is made to Section 311 of the Trust Indenture Act. For purposes of
Section 311(b)(4) and (6) of such Act:

    


    (i)        “cash transaction” means any
transaction in which full payment for goods or securities sold is made within
seven days after

    


    
      
        
        

      

      
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          delivery
of the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand; and

          


          (ii)            “self-liquidating paper” means
any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the
Company
arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

          


          SECTION 6.14. Appointment of Authenticating
Agent. At any time when any of the Securities remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issuance,
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 the
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.

          


          Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a Corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

           

           

          
            
              
              

            

            
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          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 all or substantially all the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided that such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

          


          An
Authenticating Agent may resign at any time by giving 30 days’ 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 provision
of this Section, the Trustee may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provision of
this Section.

          


          The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

          


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

          


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

          


          THE BANK
OF NEW YORK,


          as
Trustee

          


          


          
            	
                    By

                  	 
      
	 
      	
                    As
      Authenticating Agent

                  
	 
      	 
      


          

           

           

          
            
              	 
      	 
      
	
                      By

                    	 
      
	 
      	
                      Authorized
      Signatory

                    


            

          

           

          
            
              
              

            

            
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          ARTICLE
7


          HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

          


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

          


          (a)    semi-annually,
not later than each Interest Payment Date for such series (or, in the case of
any series not having semi-annual Interest Payment Dates, semi-annually, not
later than the dates determined pursuant to Section 3.01 for such series) a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of the preceding Regular Record Date (or as of such
other date determined pursuant to Section 3.01 for such series) therefor,
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 shall be required
to 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 the
Securities of each series contained in the most recent list furnished to the
Trustee as provided in Section 7.01 and the names and addresses of such Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list of the Holders of Securities of any series furnished to it as
provided in Section 7.01 upon receipt of a new list of such
Holders.

          


          (b)  
 If three or more Holders of Securities of any series (herein 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 of such series 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


           

          
            
              
              

            

            
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          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) with respect to the Securities of
such series, or

          


          (ii)   inform
such applicants as to the approximate number of Holders of 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 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 Securities of such series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a) a copy of the form or 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
interest of the Holders 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 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, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
Section 7.02(b), regardless of the source from which such 

           

          
            
              
              

            

            
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          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)   
Within 60 days after July 15 of each year commencing with the year 1999, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, such brief report dated as of such July 15, if
any, as may be required by Section 313(a) of the Trust Indenture
Act.

           

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

          


          SECTION 7.04.  Reports by
Company.  The Company shall:

          


          (a)    notify
the Trustee, within 15 days after the Company has filed with the Commission,
copies of the annual reports and of the information, documents and other reports
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 shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the 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, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (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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          Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).

           

          ARTICLE
8


          CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          


          SECTION 8.01. Company May Consolidate, Etc. on
Certain Terms. Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or into
any other Person, or successive consolidations or mergers in which the Company
or its successor or successors shall be a party or parties, or shall prevent any
conveyance, transfer or lease of the property of the Company as an entirety or
substantially as an entirety, to any Person, provided that:

          


          (a)    in
case the Company shall consolidate with or merge into another Corporation or
convey, transfer or lease its properties and assets as, or substantially as, an
entirety to any Person, the Corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer, or lease the properties and assets of the Company, as, or
substantially as, an entirety shall be a Corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any),
interest on and any Additional Amounts with respect to 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, no Event of Default, or event which
after notice or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and

          


          (c)    the
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

           

           

          
            
              
              

            

            
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          SECTION 8.02. Successor Corporation
Substituted. Upon any consolidation by the Company with or merger by the
Company into any other Corporation or any conveyance, transfer or lease of the
properties and assets of the Company as, or substantially as, an entirety to any
Person in accordance with Section 8.01, the successor Corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Corporation has been named as the Company
herein, and thereafter, except in
the case of a lease to another Person, the predecessor Corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

          


           

          ARTICLE
9


          SUPPLEMENTAL INDENTURES

          


          SECTION 9.01. Supplemental Indentures Without
Consent of Holders. Without the consent of any Holders, the Company 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;

          


          (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;

          


          (c)    to
add any additional Events of Default with respect to Securities of any or all
series;

          


          (d)    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;

          


          
            (e)    to
secure the Securities of any or all series;

          

          


          
            
              
              

            

            
              53

              
                

              

            

            
              
              

            

          

           

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

          


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

          


          (h)    to
establish the form or terms of Securities of any series as permitted by Sections
2.01 and 3.01;

          


          (i)    to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11(b);

          


          (j)    to
add to, delete from or revise the conditions, limitations and restrictions on
the authorized amount, terms or purposes of issue, authentication and delivery
of Securities, as herein set forth;

          


          (k)    to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article 13, provided that no such supplement shall
materially adversely affect the interest of the Holders of any Securities then
Outstanding; or

          


          (l)    to
amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially
adversely affect the interest of the Holders of any Securities then
Outstanding.

          


          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 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 

           

          
            
              
              

            

            
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          Holders of
Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

          


          (a)  
change the Stated Maturity of the principal of, or any installment of interest
on, any such Security, or reduce the principal amount thereof or any interest
thereon or any premium payable upon the redemption thereof, 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 Maturity thereof pursuant to
Section 5.02, or change any Place of Payment where, or the currency in which,
any such Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or
after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date);

          


          (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 those Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture; or

          


          (c)    modify
any of the provisions of this Section or Section 5.13, 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.

          


          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 the 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. The 

           

          
            
              
              

            

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

           

          


          ARTICLE
10


          COVENANTS

          


          SECTION 10.01. Payment of Principal, any Premium,
Interest and Additional
Amounts. The Company covenants and agrees for the benefit of the Holders of each series
of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts with respect to the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

          


          SECTION 10.02. Maintenance of Office or
Agency. The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of such series may be
presented or surrendered for registration or transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of such
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall 

           

          
            
              
              

            

            
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          fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

          


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

           

          Unless
otherwise specified with respect to any Securities pursuant to Section 3.01, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent.

          


          SECTION 10.03. Money for Securities Payments to be
Held in Trust. If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

          


          Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or before each due date of the principal of or interest on any
Securities of such series, deposit with a Paying Agent a sum sufficient to pay
the principal (or premium, if any) or interest 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 hereby designates the Trustee as the initial Paying Agent. Whenever the
Company shall appoint a Paying Agent other than the Trustee, it will cause such
Paying Agent for any series of Securities to execute and deliver to


           

          
            
              
              

            

            
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          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 on Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or 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 such series) in the making of any payment of principal (and
premium, if any) or interest on the Securities of such 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.

          


          Any money
deposited with the Trustee or any Paying Agent, or received by the Trustee (or
another trustee satisfying the requirements of Section 6.09) in respect of
Government Obligations deposited with the Trustee (or such other trustee)
pursuant to Section 13.04, or then held by the Company, in trust for the payment
of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for two years after such principal (and premium,
if any) or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust. The Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.

          


          The
Trustee or such Paying Agent, before being required to make any such repayment,
may, at the expense of the Company publish, in the English language, in a
newspaper customarily published on each Business Day and of general circulation
in the City of New York, New York, or to be mailed to such Holder or both,
notice that such money remains unclaimed and that, after a date specified


           

          
            
              
              

            

            
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          therein,
which shall not be less than 30 days from the earlier of the date of such
publication or such mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.

          


          SECTION 10.04. Corporate Existence. Subject
to Article 8, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the
foregoing shall not obligate the Company to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to any Holder.

          


          SECTION 10.05. Statement as to Default. The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, an Officer’s Certificate, stating as to each signer thereof that he
or she is familiar with the affairs of the Company and whether or not to such
officer’s knowledge the Company is in compliance (without regard to any period
of grace or requirement of notice) with all
conditions and covenants of this Indenture. The officer executing such
certificate shall be the Company’s principal executive, financial or accounting
officer and such certificate need not comply with Section 314(e) of the Trust
Indenture Act.

          


          SECTION 10.06. Additional Amounts. If any
Securities of a series provide for the payment of Additional Amounts, the
Company agrees to pay to the Holder of any such Security Additional Amounts as
provided in or pursuant to this Indenture or such Securities. 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 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 by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

          


          Except as
otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, 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 such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the 

           

          
            
              
              

            

            
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          below-mentioned
Officer’s Certificate, the Company shall furnish to the Trustee and the Paying
Agent, if other than the Trustee, an Officer’s Certificate instructing the
Trustee and such Paying Agent whether such payment of principal of an premium,
if any, or interest on the Securities of such series shall be made to Holders of
Securities of such series who are United States aliens without withholding for
or on account of any tax, assessment or other governmental charge described in
the Securities of such series. If any such withholding shall be required, then
such Officer’s Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities, and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities.

          


          SECTION 10.07. Calculation of Original Issue
Discount. The Company shall file with the Trustee promptly at the end of
each calendar year (a) a 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 and (b) such other specific information
relating to such original issue discount as may then
be relevant under the Internal Revenue Code of 1986, as amended from time to
time.

          
 

          ARTICLE
11


          REDEMPTION OF SECURITIES

          


          SECTION 11.01. Applicability of Article.
Securities of any series which are redeemable before their Stated Maturity shall
be redeemable in accordance with their terms and (except as otherwise specified
pursuant to Section 3.01 for Securities of any series) in accordance with this
Article.

          


          SECTION 11.02. Election to Redeem; Notice to
Trustee. In case of any redemption of 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, if applicable, of the tenor of the Securities to
be redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer’s Certificate evidencing compliance with such restriction.

          


          SECTION 11.03. Selection by Trustee of Securities
to be Redeemed. If less than all the Securities of any series are to be
redeemed (unless all of the Securities 

           

          
            
              
              

            

            
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          of a
specified tenor 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 subject to such
redemption and not previously called for redemption, pro rata, by lot or by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series and tenor 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.
If less than all of the Securities of such series and of a specified tenor are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

          


          The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption 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 by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Securities designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other
Securities or portion thereof.

          


          All
notices of redemption shall state:

          


          
            
              (a)    
the Redemption Date;

            

          

          


          
            
              (b)    
the Redemption Price;

            

          

          


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

          

           

           

          
            
              
              

            

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

          

          


          
            (e) 
   the
place or places where such Securities are to be surrendered for payment of the
Redemption Price;

          

           

          
            (f) 
   
that the redemption is for a sinking fund, if such is the
case;

          

          


          (g)    
in case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the Holder of such Security will receive, without charge, a
new Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed; and

          


          
            (h) 
   the
CUSIP Number or the Euroclear or the Cedel Bank reference numbers of such
Securities, if any (or any other numbers used by a Depository to identify such
Securities).

          

          


          Notice of
redemption of Securities to be redeemed shall be given by the Company or, on
Company Request, by the Trustee at the expense of the Company.

          


          SECTION 11.05. Deposit of Redemption Price.
On or before 10:00 a.m., New York City time, 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) 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, and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant 

           

          
            
              
              

            

            
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          Regular or
Special Record Dates according to their terms and the provisions of Section
3.07.

          


          If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security.

          


          SECTION 11.07. Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered at an
office or agency of the Company at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or the Holder’s attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

          


          If a
Global Security is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the Depository, without service charge, a
new Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered.

          


          


          


          ARTICLE
12


          INTENTIONALLY LEFT BLANK

           

          


          ARTICLE
13


          DEFEASANCE AND COVENANT

          


          SECTION 13.01. Applicability of Article; Company’s
Option to Effect Defeasance or Covenant
Defeasance. If pursuant to Section 3.01 provision is made for either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03 to apply
to Securities of any series, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article 13, shall be
applicable to the Securities of such series, and the Company may at its option,
at any time, with respect to the Securities of such series, elect to have either
Section 13.02 (if applicable) or Section 13.03 (if applicable) be 

           

          
            
              
              

            

            
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          applied to
the Outstanding Securities of such series upon compliance with the conditions
set forth below in this Article 13.

          


          SECTION 13.02. Defeasance and Discharge.
Upon the Company’s exercise of the above option applicable to this Section, the
Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series on the date the conditions
set forth below are satisfied (hereinafter, “defeasance”).

          


          For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder:

          


          (a)   
the rights of Holders of Outstanding Securities of such series to receive,
solely from the trust fund described in Section 13.04 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on and Additional Amounts, if any, with respect to,
such Securities when such payments are due;

          


          (b)    the
Company’s obligations with respect to such Securities under Sections 3.04, 3.05,
3.06, 6.07, 10.02, 10.03 and 10.06 (but only to the extent that any Additional
Amounts payable exceed the amount deposited in respect of such Additional
Amounts pursuant to Section 13.04(a) below);

          


          (c)    the
rights, powers, trusts, duties and immunities and other provisions in respect of
the Trustee hereunder; and

          


          
            
              (d)   
this
Article 13.

            

          

          


          Subject to
compliance with this Article 13, the Company may exercise its option under this
Section 13.02 notwithstanding the prior exercise of its option under Section
13.03 with respect to the Securities of such series.

          


          SECTION 13.03. Covenant Defeasance. Upon the
Company’s exercise of the above option applicable to this Section, the Company
shall be released from its obligations under Sections 8.01, 10.05, 5.01(c) (as
to Sections 8.01 and 10.05), 5.01(e), 5.01(f) and 5.01(g) (if Section 5.01(g) is
specified as applicable to the Securities of such series) with respect to the
Outstanding Securities of such series 

           

          
            
              
              

            

            
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          on and
after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”).

          


          For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. Following a covenant
defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default specified above in this Section
13.03.

          


          SECTION 13.04. Conditions to Defeasance or Covenant
Defeasance. The following shall be the conditions to application of
either Section 13.02 or Section 13.3
to the
Outstanding Securities of such series.

          


          (a)    The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.09 who
shall agree to comply with the provisions of this Article 13 applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (i) an amount in Dollars or in such Foreign
Currency in which such Securities are then specified as payable at Stated
Maturity,
or (ii) Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, on
the due date of any payment, money in an amount, or (iii) a combination thereof,
sufficient, without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (A) the
principal of (and premium, if any, on) and each installment of principal of (and
premium, if any) and interest on the Outstanding Securities of such series on
the Stated Maturity of such principal or installment of principal or interest
and (B) any mandatory sinking fund payments or analogous payments applicable to
the Outstanding 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. Before such a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of any series of Securities at a
future date in accordance with any redemption provisions contained in the
Supplemental Indenture relating to such series, which shall be given effect in
applying the foregoing.

           

          
            
              
              

            

            
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          (b)    No
Event of Default or event with which notice of lapse of time or both would
become an Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit and, with respect to
defeasance only, at any time during the period ending on the 123rd day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

          


          (c)    Such
defeasance or covenant defeasance shall not cause the Trustee for the Securities
of such series to have a conflicting interest for purposes of the Trust
Indenture Act with respect to any securities of the Company.

          


          (d)    Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound.

          


          (e)    Such
defeasance or covenant defeasance shall not cause any Securities of such series
then listed on any registered national securities exchange under the Securities
Exchange Act of 1934, as amended, to be deleted.

          


          (f)    In
the case of an election under Section 13.02, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of this Indenture there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of the Outstanding Securities
of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.

          


          (g)    In
the case of an election under Section 13.03, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.

          


          (h)    Such
defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 3.01.

          


          
            
              
              

            

            
              66

              
                

              

            

            
              
              

            

          

           

          (i)    The
Company shall have delivered to the Trustee an Officer’s Certificate or an
Opinion of Counsel, stating that all conditions precedent provided for in the
Indenture relating to either the defeasance under Section 13.02 or the covenant
defeasance under Section 13.03 (as the case may be) have been complied
with.

          


          SECTION 13.05. Deposited Money and Government
Obligations to be Held
in Trust; Other Miscellaneous Provisions. Subject to the provisions of
the last paragraph
of Section 13.03, all money and Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee --
collectively, for purposes of this Section 13.05, the “Trustee”) pursuant to Section
3.10 in respect of the Outstanding Securities of such series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (but not including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal (and premium, if any) and
interest and Additional Amounts, if any, but such money need not be segregated
from other funds except to the extent required by law.

          


          Unless
otherwise specified in or pursuant to this Indenture or any Security, if after a
deposit referred in Section 13.02 has been made, (a) Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant
to Section 3.01 or the terms of such Security to receive payment in a Currency
other than that in which the deposit pursuant to Section 13.02 has been made in
respect of such Security, or (b) a Conversion Event occurs in respect of the
Foreign Currency in which the deposit pursuant to Section 13.02 has been made,
the
indebtedness represented by such Security shall be deemed to have been, and will
be, fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on and Additional Amounts, if any, with
respect to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (i) in the case of payments made pursuant
to clause (a) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (ii) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.

          


          The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 13.04 or the principal and interest received in 

           

          
            
              
              

            

            
              67

              
                

              

            

            
              
              

            

          

           

          respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such
series.

          


          Anything
in this Article 13 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or
Government Obligations held by it as provided in Section 13.04 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

          


          


          


          ARTICLE
14


          SINKING FUNDS

          


          SECTION 14.01. 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 permitted or required
in or pursuant to this Indenture or any Security of such series issued pursuant
to this Indenture.

          


          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment
in excess of such minimum amount provided for by the terms of
Securities of such series is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 14.02.
Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

          


          SECTION 14.02. Satisfaction of Sinking Fund
Payments with Securities. The Company may (a) deliver Outstanding
Securities of a series (other than any of such Securities previously called for
redemption) and (b) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of 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 required to be made
pursuant to the terms of such Securities, as provided 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 

           

          
            
              
              

            

            
              68

              
                

              

            

            
              
              

            

          

           

          redemption
through operation of the sinking fund and the amount of such required sinking
fund payment shall be reduced accordingly.

          


          SECTION 14.03. Redemption of Securities for Sinking
Fund. Not less than 75 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for such series pursuant to the terms of such 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 14.02, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, hereof and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 45 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 11.03 and cause notice of the redemption thereof to
be given 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
15


          SECURITIES IN FOREIGN CURRENCIES

          


          SECTION 15.01. Applicability of Article.
Whenever this Indenture provides for (a) any action by, or the determination of
any of the rights of, Holders of Securities of any series in which not all of
such Securities are denominated in the same Currency, or (b) any distribution to
Holders of Securities, in the absence of any provision to the contrary in this
Indenture or the Securities,
any amount in respect of any Security denominated in a Currency other than
Dollars shall be treated for any such action or distribution as that amount of
Dollars that could be obtained for such amount on such reasonable basis of
exchange and as of the record date with respect to Securities of such series (if
any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the
date of such action, determination of rights or distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

           

           

          
            
              
              

            

            
              69

              
                

              

            

            
              
              

            

          

          
 

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

          


          
            	 
      	
                    THOMAS
      & BETTS CORPORATION,

                  	 
	 
      	
                    Issuer

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    By

                  	/s/
      Fred R. Jones	 
	 
      	 
      	
                    Name:
      Fred R. Jones

                  	 
	 
      	 
      	
                    Title: 
      Vice-President - Chief Financial Officer

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    THE
      BANK OF NEW YORK,

                  	 
	 
      	
                    as
      Trustee

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    By

                  	/s/
      Robert A. Massimillo	 
	 
      	 
      	
                    Name:
      Robert A. Massimillo

                  	 
	 
      	 
      	
                    Title:  Assistant
      Vice President

                  	 


          

           

          


          


          
            
              
              

            

            
              70

              
                

              

            

            
              
              

            

          

           

          
            SCHEDULE
I

            


            [FORM OF
SUPPLEMENTAL INDENTURE]

            


            


            
 

            THOMAS &
BETTS CORPORATION

            


            AND

            


            THE BANK
OF NEW YORK,

            


            as
Trustee

             

            
              
                

              

               

            

            Supplemental
Indenture

            


            No.
__

            


            Dated as
of _____________, ______

             

            
              
                

              

            

            


            ___% Notes
due __________________, ______

            


            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            


            SUPPLEMENTAL INDENTURE NO. ___, dated as of __________,
_____
between Thomas & Betts Corporation, a Tennessee Corporation (the “Company”) and The Bank of New
York, a New York banking corporation (herein called the “Trustee”) as Trustee (the
“Trustee”).

            


            RECITALS
OF THE COMPANY

            


            The
Company and the Trustee have executed and delivered an Indenture dated as of
August 1, 1998, as amended or supplemented (the “Indenture”) to provide for the
issuance from time to time of the Company’s Securities.

            


            Sections
2.01 and 3.01 of the Indenture provide that the form and terms of Securities of
any series may be established pursuant to an indenture supplemental to the
Indenture.

            


            All things
necessary to make the Securities, when executed by the Company and authenticated
and delivered hereunder and under the Indenture and duly issued by the Company
and to make this Supplemental Indenture No. ___ a valid agreement of the
Company, in accordance with their and 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
hereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of the holders of the Securities of the series hereby established, as
follows:

            


            


            


            ARTICLE 1

            RELATION TO THE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF 

            GENERAL APPLICATION

            


            SECTION 1.01. Relation to the Indenture.
This Supplemental Indenture No. ___ constitutes an integral part of the
Indenture.

            


            SECTION 1.02. Definitions and Other Provisions of
General Application. For all purposes of this Supplemental Indenture No.
___ unless otherwise specified herein:

             

             

            
              
                
                

              

              
                
                  S-1

                

                
                  

                

              

              
                
                

              

            

             

            (a) all terms defined in this Indenture which are used and not otherwise
defined herein shall have the meanings they are given in the Indenture;
and

            


            (b) the
provisions of general application stated in Section 1.01 of the Indenture shall
apply to this Supplemental Indenture No. __, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of
similar import refer to this Supplemental Indenture as a whole and not to the
Indenture or any particular Article, Section or other subdivision of the
Indenture or this Supplemental Indenture No. ___.

            


            


            


            ARTICLE 2 

            THE SERIES OF NOTES

            


            SECTION 2.01. Title. There shall be a
series of Securities designated the “___% Notes due __________, __________” (the
“Notes”).

            


            SECTION 2.02. Principal Amount. The
aggregate principal amount of the Notes which may be authenticated and delivered
under this Supplemental Indenture shall not exceed $__________ (except for Notes
which may be authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06,
9.06 or 11.07 of the Indenture).

            


            SECTION 2.03. Maturity. The date on which
the principal of the Notes shall be payable shall be __________.

            


            SECTION 2.04.  Interest.  [The
Notes shall bear interest at the rate of [   ]% per
annum.  Interest shall accrue from __________, _____ or from the
most recent
Interest Payment Date to which interest has been paid or provided for.
Accrued
interest shall be payable on _________, _____ and on each _____ and _____
thereafter, to the persons in whose names the Notes are registered at the
close of
business on the preceding _____ or _____, as the case may be.]

            


            [Insert
other interest provisions if necessary]

            


            SECTION 2.05. Place of Payment. [The Place
of Payment for the Notes shall be at the Corporate Trust office of the Trustee
at ____________ or such other office of the Paying Agent as the Paying Agent may
reasonably request by notice to the Company and the Trustee (if the Paying Agent
is not the Trustee).

            


            SECTION 2.06.  Redemption.

            


            
              
                
                

              

              
                S-2

                
                  

                

              

              
                
                

              

            

             

             

            [Insert redemption terms]

            


            The
provisions of Article 13 of the Indenture [shall/shall not] apply to the
Notes.

            


            SECTION 2.07.  Intentionally Left
Blank.

            


            SECTION 2.08. Form of Notes. The Notes
shall be in the form of Exhibit A attached hereto.

            


            SECTION 2.09. Currency. [Insert currency
terms.] 

             

            SECTION 2.10. Sinking Funds.

            


            [Insert
sinking fund terms.]

            


            SECTION 2.11. Additional Amounts. The
provisions of Section 10.06 of the Indenture [shall/shall not] apply to the
Notes.

             

            


            ARTICLE 3 

            MISCELLANEOUS PROVISIONS

            


            SECTION 3.01. Supplemental Indenture. The
Indenture, as supplemented and amended by this Supplemental Indenture No. __, is
in all respects hereby adopted, ratified and confirmed.

            


            SECTION 3.02. Counterparts. This
Supplemental Indenture No. __ may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.

            


            SECTION 3.03. Governing Law. This
Supplemental Indenture shall be governed and construed according to the laws of
the State of New York.

            


            


            
              
                
                

              

              
                
                  S-3

                

                
                  

                

              

              
                
                

              

            

            


            


            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. __ to be duly executed, as of the day and year first written
above.

             

            
              
                	 
      	
                        THOMAS
      & BETTS CORPORATION

                      
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                        By

                      	 
      	 
	 
      	 
      	
                        Name:

                      	 
	 
      	 
      	
                        Title:

                      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                        THE
      BANK OF NEW YORK

                      
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                        By

                      	 
      	 
	 
      	 
      	
                        Name:

                      	 
	 
      	 
      	
                        Title:

                      	 


              

            

             

            
 

            
              
                
                

              

              
                
                  S-4

                

                
                  

                

              

              
                
                

              

            

            


             

            Exhibit A


            to
Indenture

            


            REGISTERED

            


            No.


            PRINCIPAL
AMOUNT:    $ __________________

            


            CUSIP
NO.

            


            


            THOMAS
& BETTS CORPORATION


            _____%
Note due ______________, ______

            


            UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”) (55 WATER STREET,
NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

            


            UNLESS AND
UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR ANOTHER NOMINEE OF
THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

            


            


            
              
                
                

              

              
                
                  A-1

                

                
                  

                

              

              
                
                

              

            

            
 

            THOMAS & BETTS CORPORATION, a Tennessee corporation, (the “Company” which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay

            


            CEDE &
CO.


            C/O THE
DEPOSITORY TRUST COMPANY 

            55 WATER
STREET

            NEW YORK,
NEW YORK  10041

            


            or
registered assigns, the principal sum of


            DOLLARS


            on               ,   (the
“Maturity Date”) and to
pay interest thereon
from                  
,             or from
the most recent “Interest
Payment Date” to which interest has been paid or duly provided for,
semi-annually on       
       and                 of
each year,
commencing   
                 ,          ,
and on the Maturity Date, at the rate
of       % per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on the “Regular Record
Date” for such interest, which shall be
the           
 or              
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Notes) 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 referred to on the reverse hereof, notice of which shall be given to
Holders of Notes 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 Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

            


            The
Company will at all times appoint and maintain a Paying Agent (which may be the
Trustee) authorized by the Company to pay the principal of and interest on any
Notes of this series on behalf of the Company and having an office or agency in
New York, New York and in such other cities, if any, as the Company may
designate in writing to the Trustee (the “Place of Payment”) where Notes
of this series may be presented or surrendered for payment and where notices,
designations or requests in respect for payments with respect to Notes of this
series may be served. The Company has initially appointed The Bank of New York
as such Paying Agent.

            


            


            
              
                
                

              

              
                
                  A-2

                

                
                  

                

              

              
                
                

              

            

             

            Interest payments on this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months. Interest payable on this Note
on any Interest Payment Date and on the Maturity Date will include interest
accrued from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for (or from and
including        
       ,      
 , if no interest has been paid on this Note) to but excluding such
Interest Payment Date or the Maturity Date, as the case may be.

            


            If any
Interest Payment Date or the Maturity Date falls on a day that is not a Business
Day (as defined below), principal or interest payable with respect to such
Interest Payment Date or Maturity Date, as the case may be, will be paid on the
next succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or the Maturity
Date, as the case may be. “Business Day” means any day
other than Saturday, Sunday or other day on which banking institutions in New
York are obligated or authorized by law to close.

            


            Reference
is hereby made to the further provisions of this Note 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 by manual
signature, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.

            


            


            


            
              
                
                

              

              
                
                  A-3

                

                
                  

                

              

              
                
                



            

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

             

            
              
                
                  	 	 	 	 
      	
                          THOMAS
      & BETTS CORPORATION

                        
	 	 	 	 
      	 
      	 
      	 
	 	 	 	 
      	 
      	 
      	 
	 	 	 	 
      	
                          By

                        	 
      	 
	 	 	 	 
      	 
      	
                          Name:

                        	 
	 	 	 	 
      	 
      	
                          Title:

                        	 
	 	 	 	 
      	 
      	 
      	 
	
                          Attest:

                        	 	 	 
      	 
      	 
      	 
	 	 	 	 	 	 
	
                          Name:

                        	 	 	 	 	 	 
	
                          Title:

                        	 	 	 	 	 	 
	 	 	 	 	 	 	 


                

              

               

            

            


            CERTIFICATE
OF AUTHENTICATION

            


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

             

            
              
                	
                        THE
      BANK OF NEW YORK

                      	 
	
                        As
      Trustee

                      	 
	 
      	 
      	 
	 
      	 
      	 
	
                        By:

                      	 
      	 
	 
      	
                        Authorized
      Signatory

                      	 
	 
      	 
      	 
	
                        Dated:

                      	 
      	 


              



            


            


            
              
                
                

              

              
                
                  A-4

                

                
                  

                

              

              
                
                

              

            

             

            THOMAS & BETTS CORPORATION


            ____% Note
due _____________, ______

            


            This Note
is one of a duly authorized issue of securities of the Company (herein called
the “Notes”), limited in
aggregate principal amount to
$            (except as
otherwise provided in the Indenture), issued and to be issued as one
series of
debt securities of the Company under an Indenture, dated as of August 1, 1998,
as amended and supplemented from time to time (the “Indenture”), between the
Company and The Bank of New York, as Trustee (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 Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. In addition to
the Notes, the Company is authorized to issue an unlimited amount of debt
securities in one or more series (herein collectively with the Notes called the
“Debt Securities”) under
the Indenture.

            


            This Note
is not redeemable at the option of the Company or at the option of the Holder
prior to the Maturity Date [and is not subject to any sinking
fund].

            


            In case an
Event of Default with respect to the Notes of this series shall occur and be
continuing, the principal of the Notes of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.

            


            The
Indenture contains provisions for defeasance at any time of (i) the entire
indebtedness of this Note or (ii) certain respective covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

            


            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 Debt Securities or each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of a majority in principal amount of each series of Debt Securities to be
affected if less than all series are to be affected by such modification or
amendment. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Debt Securities of each series
at the time Outstanding, on behalf of the Holders of all Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and



             

            
              
                
                

              

              
                
                  A-5

                

                
                  

                

              

              
                
                

              

            

            


            binding
upon such Holder and upon all future Holders of this Note and of any Note or Notes issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.

            


            No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, places and rate, and in the currency herein prescribed.

            


            As
provided in the Indenture and subject to certain limitations herein and therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in the Place of Payment, 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 its attorney duly
authorized in writing, and thereupon one or more new Notes 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.

            


            As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Notes of this series issued in definitive registered form are
exchangeable for the same aggregate principal amount of Notes of this series and
of like tenor and authorized denominations, as requested by the Holder
surrendering the same.

            


            The Notes
of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess
thereof.

            


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

            


            Prior to
due presentment of this Note 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 Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

            


            No
recourse under or upon any obligation, covenant or agreement of the Corporation
in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had



            


            
              
                
                

              

              
                
                  A-6

                

                
                  

                

              

              
                
                

              

            

             

            against
any incorporator, stockholder, officer or director, as such, of the Corporation
or of any successor Corporation, either directly or through the Corporation or any successor Corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.

            


            At the
option of the Corporation and upon satisfaction of certain conditions specified
in the Indenture, either (a) the Corporation shall be deemed to have paid and
discharged the entire indebtedness on the Notes or (b) the Corporation need not
comply with certain covenants contained in the Indenture, in each case upon the
deposit by the Corporation with the Trustee in trust for the Holders of the
Notes of an amount of funds or obligations issued or guaranteed by the United
States of America sufficient to pay and discharge upon the stated maturity
thereof the entire indebtedness evidenced by the Notes, all as provided in the
Indenture.

            


            This Note
shall be governed by and construed in accordance with the laws of the State of
New York.

            


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

            


            


            
 

            
              
                
                

              

              
                
                  A-7

                

                
                  

                

              

              
                
                

              

            

            


            


            ABBREVIATIONS

            


            The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.

            


            TEN COM -
as tenants in common

            


            TEN ENT -
as tenants by the entireties

            


            JT TEN -
as joint tenants with right of survivorship and not as tenants in
common

            


            UNIF GIFT
MIN ACT ______________ Custodian ______________

                                                  
(Cust)                                         (Minor)

            


            under
Uniform Gifts to Minors Act

            


            _________________________________


            (State)

            


            Additional
abbreviations may also be used though not in the above list.

            


            


            


            


            
              
                
                

              

              
                
                  A-8

                

                
                  

                

              

              
                
                

              

            

             

            ASSIGNMENT

            
 

            FOR VALUE
RECEIVED, the undersigned hereby sell(s), assigns(s) and transfer(s) unto 
_______________________________________________________________________

             

              
                

              

            

            


            


            PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

            


            _____________________________


            /____________________________/

            


            
              
                

              



            
              
 


            
              (Please
Print or Type Name and Address 

              Including
Postal Zip Code of Assignee)

            

            


            
              

            

            the within
Note and all rights thereunder, and hereby irrevocably constitutes and
appoints

             

            
              
 

              

            

            to
transfer said Note on the books of the Company, with full power of substitution
in the premises.

            


            Dated:_____________________________

            


            Signature
Guaranteed

             

            
              
                	
                        Signature
      Guaranteed

                      	 	 
      
	
                         

                      	 	 
      
	
                        NOTICE:  Signature
      must be guaranteed

                      	 	
                        NOTICE:  The
      signature to this assignment must correspond with the name as written upon
      the face of the within Note in every particular, without alteration or
      enlargement or any change
whatever.

                      


              

            

             

            


            


            


            
              A-9