Exhibit
4.1


 


HSBC USA INC.


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


Original Trustee


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


Series Trustee


 


 






 


FOURTH SUPPLEMENTAL INDENTURE


 


Dated as of September 27, 2010


 


To


 


INDENTURE


 


Dated as of October 24, 1996


 






 


 


Subordinated Debt Securities


 

















 


FOURTH
SUPPLEMENTAL INDENTURE, dated as of September 27, 2010, among HSBC USA
Inc., a Maryland corporation (the “Company”),
Deutsche Bank Trust Company Americas (successor in interest to Bankers Trust
Company), as Trustee (the “Original Trustee”),
and Wells Fargo Bank, National Association, as trustee with respect to the
Notes (as hereinafter defined) (the “Series Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and the
Original Trustee executed and delivered an Indenture, dated as of October 24,
1996 (as
supplemented by a Supplemental Indenture with respect thereto, dated as of December 12,
1996, a Supplemental Indenture with respect thereto, dated as of March 1,
1999, and a Supplemental Indenture with respect thereto, dated as of February 25,
2000, the “Indenture”), to provide
for the issuance by the Company from time to time of subordinated debt
securities evidencing its indebtedness, to be issued in one or more series as
provided in the Indenture;


 


WHEREAS,
pursuant to Board Resolutions, the Company has authorized the creation and
issuance of $750,000,000 aggregate principal amount of 5.00% Subordinated Notes
due September 27, 2020, to be originally issued on September 27, 2010
(collectively, the “Notes”);


 


WHEREAS,
pursuant to the Board Resolution authorizing the issuance of the Notes, Wells
Fargo Bank, National Association has been designated as the “Series Trustee”
under the Indenture in respect of the Notes;


 


WHEREAS,
Section 1101 of the Indenture provides that, without the consent of the
Holders, the Company, when authorized by a Board Resolution, may enter into a
supplemental indenture with the Original Trustee (i) to evidence and
provide for the acceptance of appointment thereunder by a successor Trustee
with respect to one or more series of Debt Securities and to add to or change
any of the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts thereunder by more than one
Trustee, pursuant to the requirements of Section 611 of the Indenture, or (ii) to
make any other provisions with respect to matters or questions arising under
the Indenture, provided that such action shall not adversely affect the
interests of the Holders of Outstanding Debt Securities of any series created
prior to the execution of this supplemental indenture in any material respect;


 


WHEREAS,
the Company has requested that the Original Trustee enter into this Fourth
Supplemental Indenture in connection with the Company’s appointing the Series Trustee
with all the rights, powers, trusts and duties of the Original Trustee with
respect to, and only with respect to, the Notes and for the purpose of
supplementing and amending the Indenture pursuant to Section 1101 thereof to
permit such appointment;


 


WHEREAS,
the Company has determined that this Fourth Supplemental Indenture is
authorized or permitted by Sections 1101 and 611 of the Indenture and has
delivered to the Original Trustee and the Series Trustee an Opinion of
Counsel to that effect and an Opinion of Counsel and an Officers’ Certificate
pursuant to Sections 102, 303 and 1103 of the Indenture to the effect that all
conditions precedent provided for in the Indenture to the Original Trustee’s
and the Series Trustee’s execution and delivery of this Fourth
Supplemental Indenture have been complied with and that this Fourth
Supplemental Indenture is permitted or authorized by the Indenture;


 

















 


WHEREAS,
the entering into this Fourth Supplemental Indenture by the parties hereto is in
all respects authorized by the provisions of the Indenture; and


 


WHEREAS,
all things necessary to make this Fourth Supplemental Indenture a valid
indenture and agreement according to its terms have been done.


 


NOW,
THEREFORE, the Company, the Original Trustee and the Series Trustee agree
as follows:


 


ARTICLE 1


 


APPOINTMENT OF AND ACCEPTANCE


BY SERIES TRUSTEE


 


Section 1.1.
Appointment of Series Trustee.   Pursuant to the Indenture and pursuant to this
Fourth Supplemental Indenture, the Company hereby appoints the Series Trustee
as Trustee under the Indenture with respect to, and only with respect to, the
Notes.  Pursuant to the Indenture, all
the rights, powers, trusts and duties of the Trustee under the Indenture shall
be vested in the Series Trustee with respect to the Notes and there shall
continue to be vested in the Original Trustee all of its rights, powers, trusts
and duties as Trustee under the Indenture with respect to all of the series of
Securities as to which it has served and continues to serve as Trustee under
the Indenture.


 


Section 1.2.  Eligibility of Series Trustee.   The Series Trustee hereby
represents that it is qualified and eligible under the provisions of Section 609
of the Indenture and the provisions of the Trust Indenture Act to accept its
appointment as Trustee with respect to the Notes under the Indenture and hereby
accepts the appointment as such Trustee.


 


Section 1.3.  Security Registrar and Paying
Agent.  Pursuant to the
Indenture, the Company hereby appoints HSBC Bank USA, N.A. as “Security
Registrar” and “Paying Agent” with respect to the Notes.


 


ARTICLE 2


 


REDEMPTION OF THE NOTES


 


Section 2.1.  Regulatory Event
Redemption.  The Company shall
have the right, subject to Section 2.2, to redeem the Notes, in whole (but
not in part), on September 27, 2015 upon the occurrence of a Regulatory
Event.  “Regulatory Event” shall mean any
event (including any amendment to, clarification of, or change (including any
announced prospective change or adoption of any announced prospective change)
in applicable laws or regulations or official interpretations thereof or
policies with respect thereto or any official administrative pronouncement or
judicial decision interpreting or applying such laws or regulations, including
any pronouncement or publication from any relevant authority) that occurs after
the date hereof that for any reason results in there being more than an
insubstantial risk, or in any increase in risk, that for the purposes of the
capital adequacy requirements of the Federal Reserve or The Financial Services
Authority of the United Kingdom all or any part of the Notes may not be
included in Tier 2 Capital (or its then equivalent).  Any such redemption shall be effected in
accordance with Article XIII of the Indenture; provided, however,
that the “Redemption Price” for the Notes shall be an amount equal to 101
percent of the outstanding principal balance of the 


 


2

















 


Notes together with any
accrued and unpaid interest (including interest on any amounts deferred in
accordance with Section 503 of the Indenture) to the date fixed for
redemption.


 


Section 2.2.  Regulatory Approval.  Any redemption of the Notes pursuant to Section 2.1
shall be subject to the Company obtaining the prior approval of the Federal
Reserve and The Financial Services Authority of the United Kingdom, if such
approvals are then required under applicable capital guidelines or policies of
the Federal Reserve or The Financial Services Authority of the United Kingdom and
any additional requirements that the Federal Reserve or The Financial Services
Authority of the United Kingdom may impose with respect to redemption of the
Notes.


 


ARTICLE 3


 


MISCELLANEOUS


 


Section 3.1.
Amendments.  Upon execution of this Fourth Supplemental
Indenture, Section 1302 and 1402 of the Indenture shall be amended by
replacing the words “Bank of England” where they appear in such Sections with
the words “The Financial Services Authority of the United Kingdom.”


 


Section 3.2. Debt Securities.  Debt Securities of any series authenticated
and delivered pursuant to the Indenture and this Fourth Supplemental Indenture
shall bear a notation that the Indenture has been supplemented by this Fourth
Supplemental Indenture. Any Global Security shall be in the form attached as Exhibit A
hereto.


 


Section 3.3. Definitions.  For all purposes of the
Indenture, except as otherwise expressly provided or unless the context
requires otherwise, a term defined in the Indenture and not otherwise defined
herein has the same meaning when used in this Fourth Supplemental Indenture.


 


Section 3.4. Confirmation of Indenture. The
Indenture, as supplemented and amended by this Fourth Supplemental Indenture,
is in all respects ratified and confirmed, and this Fourth Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein
and therein provided.


 


Section 3.5. Concerning the Original Trustee and the Series Trustee.  Neither the Original Trustee nor the Series Trustee assumes
any duties, responsibilities or liabilities by reason of this Fourth
Supplemental Indenture other than as set forth in the Indenture and, in
carrying out its responsibilities hereunder, each shall have all of the rights,
powers, privileges, protections and immunities which it possesses under the
Indenture.  The Original Trustee shall
have no liability for any acts or omissions of the Series Trustee and the Series Trustee
shall have no liability for any acts or omissions of the Original Trustee.


 


Section 3.6. Governing Law. This Fourth Supplemental
Indenture shall be deemed to be a contract made and to be performed entirely in
the State of New York, and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York.


 


Section 3.7. Counterparts. This Fourth Supplemental
Indenture 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.


 


3

















 


IN
WITNESS WHEREOF, this Fourth Supplemental Indenture has been duly executed by
the Company and the Original Trustee and the Series Trustee as of the day
and year first written above.


 


	
   

  	
   

  	
  HSBC
  USA INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  S. Eggelhoefer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  R. Eggelhoefer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Head of Balance Sheet Management, Americas

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  John T. McGinnis

  	
   

  	
   

  	
   

  
	
  Name:

  	
  John
  T. McGinnis

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Original
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  Deutsche Bank National Trust Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Irina Golovashchuk

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Irina
  Golovashchuk

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Chris Niesz

  	
   

  	
   

  	
   

  
	
  Chris
  Niesz

  	
   

  	
   

  	
   

  
	
  Associate

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Original
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  Deutsche Bank National Trust Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Contino

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Contino

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Estelle Lawrence

  	
   

  	
   

  	
   

  
	
  Estelle
  Lawrence

  	
   

  	
   

  	
   

  
	
  Vice
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
   

  	
   

  	
   

  
							



 


4

















 


	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  as
  Series Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Raymond Delli Colli

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Raymond
  Delli Colli

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Martin Reed

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Martin Reed

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
   

  	
   

  	
   

  



 


5

















 


	
  STATE
  OF NEW YORK,

  	
  )

  	
   

  
	
  COUNTY
  OF QUEENS

  	
  )

  	
  ss:

  



 


On
the 23rd day of September 2010, before me
personally came Steven R. Eggelhoefer and John T. McGinnis, each to me known,
who, being by me duly sworn, did depose and say that he is the Executive Vice
President and Head of Balance Sheet Management, Americas and Executive Vice
President and Chief Financial Officer, respectively, of HSBC USA Inc. one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that t was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


 


 


	
   

  	
  /s/
  Brigida Petro

  
	
   

  	
  Notary
  Public

  



 

















 


	
  STATE
  OF NEW JERSEY,

  	
  )

  	
   

  
	
  COUNTY
  OF HUDSON

  	
  )

  	
  ss:

  



 


On
the 27th day of September 2010, before me
personally came Irina Golovashchuk and David Contino, each of which, to me
known, who, being by me duly sworn, did depose and say that he is the Assistant
Vice President and Vice President respectively, of Deutsche Bank Trust Company
Americas, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he signed his name
thereto by like authority.


 


 


	
   

  	
  /s/
  Jeffrey Schoenfeld

  
	
   

  	
  Notary
  Public

  



 

















 


	
  STATE
  OF NEW YORK,

  	
  )

  	
   

  
	
  COUNTY
  OF KINGS

  	
  )

  	
  ss:

  



 


On
the 23rd day of September 2010, before me
personally came Raymond Delli Colli, to me known, who, being by me duly sworn,
did depose and say that he is a Vice President of Wells Fargo Bank,
National Association, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.


 


 


	
   

  	
  /s/
  Janet M. Jolley

  
	
   

  	
  Notary
  Public

  



 

















 


Exhibit A


 


FORM OF GLOBAL SECURITY


 






 












 


FIXED RATE SUBORDINATED NOTE


 


NO.
[    ]


 


Registered


CUSIP No.             40428H PB2


ISIN No.                 US40428HPB23


 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (the “Depositary”), to the Company or its
agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


 


UNLESS
OR UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR.


 


This Global Security is not
a savings account, deposit or other obligation of any bank or nonbank
subsidiary of the Company and is not insured by the Federal Deposit Insurance
Corporation or any other governmental agency.


 


HSBC USA INC.


 


GLOBAL SECURITY


 


representing


 


5.00% Subordinated Notes due September 27,
2020


 


HSBC USA INC., a Maryland corporation (herein called the “Company”,
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
$[                  ]
on September 27, 2020 and to pay interest thereon at a rate per annum
equal to 5.00%.  The Company will pay
interest from September 27, 2010, semi-annually in arrears on March 27
and September 27 of each year (each, an “Interest Payment Date”),
beginning on March 27, 2011, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, until the principal
hereof is paid or made available for payment.


 


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 Holder
of this Global Security (or one or more Predecessor Securities) of record at
the close of business on the Regular Record Date for such interest, which shall
be the fifteenth calendar day (whether or not a Business Day) preceding such
Interest Payment Date.  “Business Day”
when used with respect to any Place of Payment specified pursuant to Section 301
of the Indenture means any day that is not a Saturday, a Sunday or a day on
which banking institutions or trust companies in


 

















 


such
Place of Payment are authorized or obligated by law or executive order to
close.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Holder of this Global Security (or
one or more Predecessor Securities) of record at the close of business on a
Special Record Date fixed by the Series Trustee in the manner provided for
in Section 307 of the Indenture, or may be paid in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Series Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Series Trustee.


 


If
an Interest Payment Date is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day as if made on the date
such payment was due, and no interest will accrue on the amount so payable for
the period from and after the date such payment was due.


 


Payment of the principal of and interest on this Global Security will
be made by the Company to the Paying Agent, and if such payments are made by
the Company, the Paying Agent in turn will make such payments to the
Depositary.  Additional provisions of
this Global Security are set forth on the reverse hereof.


 


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


 

















 


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


 


 


	
   

  	
   

  	
  HSBC USA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Corporate
  Seal

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  September 27,
2010


 


Wells
Fargo Bank, National Association, as Series Trustee


 


 


	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 

















 


[Reverse of Note]


 


HSBC USA INC.


5.00% SUBORDINATED NOTES DUE
SEPTEMBER 27, 2020


 


This Global Security is one
of a duly authorized issue of notes of the Company (herein called the “Notes”),
issuable in series, unlimited in aggregate principal amount except as may be
otherwise provided in respect of the Notes of a particular series, issued and
to be issued under and pursuant to an Indenture dated as of October 24,
1996 (as
supplemented by a Supplemental Indenture with respect thereto, dated as of December 12,
1996, a Supplemental Indenture with respect thereto, dated as of March 1,
1999, a Supplemental Indenture with respect thereto, dated as of February 25,
2000, in each case between the Company and Deutsche Bank Trust Company Americas,
as successor to Bankers Trust Company, and a Fourth Supplemental Indenture with
respect thereto, dated as of September 27, 2010, between the Company,
Deutsche Bank Trust Company Americas and Wells Fargo Bank, National
Association, as Series Trustee (the “Series Trustee”), the “Indenture”), duly
executed and delivered by the Company to the Series Trustee, and is one of
a series designated as 5.00% Subordinated Notes due September 27, 2020
(herein called the “5.00% Subordinated Notes”). 
Reference is hereby made to the Indenture for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Series Trustee, the Company and the Holders of each series of
Notes.  The 5.00% Subordinated Notes are
general unsecured obligations of the Company.


 


The 5.00% Subordinated Notes are not redeemable prior to maturity at
the option of the Holders.  The Company
may, at its option, redeem the 5.00% Subordinated Notes in whole (but not in
part) on September 27, 2015 upon the occurrence of a Regulatory
Event.  Any such redemption of the Notes
shall be subject to the Company obtaining the prior approval of the Federal
Reserve and The Financial Services Authority of the United Kingdom, if such
approvals are then required under applicable capital guidelines or policies of
the Federal Reserve or The Financial Services Authority of the United Kingdom
and any additional requirements that the Federal Reserve or The Financial
Services Authority of the United Kingdom may impose with respect to redemption
of the Notes.


 


The provisions of the Indenture regarding defeasance of the Company’s
indebtedness shall apply to the 5.00% Subordinated Notes.


 


The 5.00% Subordinated Notes are not entitled to any sinking fund.


 


The indebtedness of the Company evidenced by the 5.00% Subordinated
Notes, including the principal thereof and interest thereon, is to the extent
and in the manner set forth in the Indenture, subordinate and junior in right
of payment to the Company’s obligations to holders of Senior Indebtedness of
the Company, and each Holder of the 5.00% Subordinated Notes, by the acceptance
thereof, agrees to and shall be bound by such provisions of the Indenture.


 


If any Event of Default with respect to 5.00% Subordinated Notes shall
occur and be continuing, the principal of the 5.00% Subordinated Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.  There is no right of
acceleration of the payment of principal of the 5.00% Subordinated Notes upon a
default in the payment of interest on the 5.00% Subordinated Notes or in the
performance of any covenant of the Company in the Indenture or in the 5.00%
Subordinated Notes.


 


If the Company does not pay any installment of interest on the 5.00%
Subordinated Notes on the applicable Interest Payment Date or all or any part
of the principal thereof at Maturity, the obligation to make such payment and
such Interest Payment Date or Maturity, as the case may be, shall be deferred
until (i) in the case of a payment of interest, the date upon which a
dividend is paid on any class of share


 

















 


capital of the Company and (ii) in the case of a payment of
principal, the first Business Day after the date that falls six months after
the original Maturity. Each payment so deferred will accrue interest at the
rate per annum equal to 5.00%.  Any
payment so deferred shall not be treated as due for any purpose.  Any such deferral shall take place only once
with respect to any payment of interest or principal.


 


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 Notes of each series to be
affected under the Indenture by the Company and the Trustee or the Series Trustee,
as applicable, with the consent of the Holders of at least 66 2/3% in aggregate
principal amount of the Notes at the time Outstanding of each series which is
affected by such amendment or modification, except that certain amendments
specified in the Indenture may be made without approval of Holders of the
Notes.  The Indenture also contains
provisions permitting (i) the Holders of 66 2/3% in aggregate principal
amount of the Notes of any series at the time Outstanding to waive on behalf of
the Holders of such series of Notes compliance by the Company with certain
provisions of the Indenture and (ii) the Holders of a majority in aggregate
principal amount of the Notes at the time Outstanding of any series to waive
certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holders of
the 5.00% Subordinated Notes shall be conclusive and binding upon such Holders
and upon all future Holders of the 5.00% Subordinated Notes and any Notes
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof whether or not notation of such consent or waiver is made upon
such Notes.


 


Holders of the 5.00% Subordinated Notes may not enforce their rights
pursuant to the Indenture or the 5.00% Subordinated Notes expect as provided in
the Indenture.  No reference herein to
the Indenture and no provision of the 5.00% Subordinated Notes 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 the 5.00%
Subordinated Notes at the times, place and rate, and in the coin or currency
prescribed in the 5.00% Subordinated Notes.


 


As provided in the Indenture and subject to certain limitations therein
set forth, transfer of this 5.00% Subordinated Note is registrable on the
Security Register, upon surrender of this 5.00% Subordinated Note for
registration of transfer at the office or agency of the Company in New York,
New York duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new 5.00% Subordinated Notes, of authorized denominations and for a
like aggregate principal amount, will be issued to the designated transferee or
transferees.


 


The
5.00% Subordinated Notes are issuable only as registered Notes without coupons
in denominations of $100,000 or any integral multiple of $1,000 in excess
thereof authorized by the Company.  As
provided in the Indenture and subject to certain limitations therein set forth,
the 5.00%  Subordinated Notes are
exchangeable for a like aggregate principal amount of 5.00% Subordinated Notes
of any authorized denominations and of like tenor, as requested by the Holder
surrendering the same.


 


No service charge will 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 and any other
expenses provided for in the Indenture in connection with the issuance of any
new Note in the event of the destruction, mutilation, loss or theft of any
Note.


 


Prior to the due presentment of this 5.00% Subordinated Note for
registration of transfer, the Company, the Series Trustee and any agent of
the Company or the Series Trustee may treat the Person in whose name this
5.00% Subordinated Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this 5.00% Subordinated Note be


 

















 


overdue,
and neither the Company, the Series Trustee nor any such agent shall be
affected by notice to the contrary.


 


This 5.00% Subordinated Note is exchangeable by the Company only if (x) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for this Global Security or if at any time the Depository ceases to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended and a successor depositary has not been appointed by the Company within
90 days or (y) the Company in its sole discretion determines that this
5.00% Subordinated Note shall be exchangeable for certificated 5.00%
Subordinated Notes in registered form; provided, that the certificated 5.00%
Subordinated Notes so issued by the Company in exchange for this permanent
Global Security shall be in denominations of $100,000 and any integral multiple
of $1,000 in excess thereof and be of like aggregate principal amount and tenor
as the portion of this permanent Global Security to be exchanged, and provided
further that, unless the Company agrees otherwise, 5.00% Subordinated Notes in
certificated registered form will be issued in exchange for this permanent
Global Security, or any portion hereof, only if such 5.00% Subordinated Notes
in certificated registered form were requested by written notice to the Series Trustee
or the Securities Registrar by or on behalf of a Person who is beneficial owner
of an interest hereof given through the Holder hereof.  Except as provided above, owners of
beneficial interests in this permanent Global Security will not be entitled to
receive physical delivery of 5.00% Subordinated Notes in certificated
registered form and will not be considered the Holders thereof for any purpose
under the Indenture.


 


All initially capitalized terms used in this 5.00% Subordinated Note
which are not defined herein shall have the meanings assigned to them in the Indenture.


 


This 5.00% Subordinated Note shall be construed in accordance with and
governed by the laws of the State of New York.


 

















 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 


	
   

  
	
  Name and Address of Assignee

  
	
   

  
	
                                                                                                              
   (                                        )

  
	
  Social Security Number

  	
   

  
	
  or other identifying

  	
   

  
	
  number of Assignee

  	
   

  



 


the
within Global Security and all rights thereunder, hereby irrevocably
constituting and appointing
                                            
Attorney to transfer said Global Security on the books of the Company, with
full power of substitution in premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

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