GECC Exhibit 4b


    Exhibit 4(b) 
                 

    

    GENERAL ELECTRIC
      CAPITAL CORPORATION

    and


    JPMORGAN CHASE
      BANK,
      N.A. 
as Trustee 

     

     

     

     

    AMENDED AND RESTATED
      SUBORDINATED DEBT INDENTURE

     

    

    Dated as of July 15,
      2005

    

    
    

    CROSS REFERENCE
      SHEET1
between

    the provisions of Sections 310 through
      318(a) of the Trust Indenture Act of 1939, as amended, and the Subordinated
      Debt
      Indenture:


    
      	 	Section of the
              Subordinated	 
	Section of Act	Debt Indenture	 
	310 (a)(1), (2) and
              (5)	7.09	  
	310
              (a)(3) and (4)	Not applicable	  
	310
              (b)	7.08 and 7.10	  
	310 (c)	Not applicable	  
	311 (a) and (b)	*	  
	311(c)	Not applicable	  
	312(a)	5.01	  
	312(b)
              and (c)	*	  
	313(a)	5.03	  
	313(b)(1)	Not applicable	  
	313(b)(2)	*	  
	313(c)	*	  
	313(d)	*	  
	314(a)	5.02	  
	314(b)	Not applicable	  
	314(c)(1)
              and (2)	15.05	  
	314(c)(3)	Not applicable	  
	314(d)	Not applicable	  
	314(e)	15.05	  
	314(f)	Not applicable	  
	315(a),
              (c) and (d)	7.01	  
	315(b)	6.08	  
	315(e)	6.09	  
	316(a)(1)	6.01 and 6.07	  
	316(a)(2)	Omitted	  
	316(a)
              last sentence	8.04	  
	316(b)	6.04	  
	316(e)	*	  
	317(a)	6.02	  
	317(b)	4.04	(a)  
	3.18(a) 
	15.08	  


    

     


    
      	
              

            
	           
                 
                 1 This
              cross reference sheet is not part of the
              Subordinated Debt Indenture.  
	  
	           
                 
                 * Automatically included
              under Section 318(c) of the Trust Indenture Act of 1939,as amended.
	  


    


    

    
    

    TABLE OF
      CONTENTS2

    
      	 	 
	Page
	ARTICLE ONE	 
	 	 
	DEFINITIONS	 
	 	 	 
	Section1.01.	   Definitions 
	1 

	  
	ARTICLE TWO 
	  
	  
	DESCRIPTION, EXECUTION,
              REGISTRATION AND EXCHANGE OF  	  
	SECURITIES  	  
	 	 
	Section2.01. 
	   Forms 
	8 

	Section2.02.	   Amount
              Unlimited; Issuable in Series and
              Tranches  	8 

	Section2.03	   Authentication 
	11 

	Section2.04.	   Date
              and Denomination of
              Securities  	14 

	Section2.05.	   Execution
              of Securities  	14 

	Section2.06.	   Exchange
              and Registration of Transfer of
              Securities  	15 

	Section2.07.	   Mutilated,
              Destroyed, Lost or Stolen
              Securities  	18 

	Section2.08.	   Temporary
              Securities  	19 

	Section2.09.	   Cancellation
              of Securities Paid,
              etc  	20 

	Section2.10.	   Computation
              of Interest  	20 

	Section2.11.	   Reopening
              of Tranches  	20 

	  
	ARTICLE THREE 
              	  
	  
	REDEMPTION OF SECURITIES;
              SINKING FUNDS; REPAYMENT AT THE  	  
	OPTION OF THE
              HOLDER  	  
	 	 	 
	Section3.01.	   Applicability
              of Article  	21 

	Section3.02.	   Notice
              of Redemption; Selection of
              Securities  	21 

	Section3.03.	   Payment
              of Securities Called for
              Redemption  	22 

	Section3.04.	   Satisfaction
              of Mandatory Sinking Fund Payments
              with Securities  	23 

	Section3.05.	   Redemption
              of Securities for Sinking
              Fund  	23 

	Section3.06.	   Repayment
              at the Option of the
              Holder  	25 

	  
	ARTICLE FOUR 
              	  
	  
	PARTICULAR COVENANTS
              OF THE
              COMPANY  	  
	 	 	 
	Section4.01.	   Payment
              of Principal, Premium and
              Interest  	25 

	Section4.02.	   Offices
              for Notices and Payments,
              etc  	25 
              


    


    
      	
              

            
	 
                        2 This table of contents
              shall not, for any
              purpose, be deemed to be part of theSubordinated Debt Indenture.
	  


    


    

    
    

    
      	Section4.03.	Appointments
              to Fill Vacancies in Trustee's Office  	27 

	Section4.04.	Provision
              as
              to Paying Agent  	27 

	Section4.05.	Statement
              as
              to Compliance  	28 

	  
	ARTICLE FIVE 
              	  
	  
	SECURITYHOLDER LISTS
              AND
              REPORTS BY THE COMPANY AND THE  	  
	TRUSTEE  	  
	 	 
	Section5.01.	Securityholder
              Lists  	28 

	Section5.02.	Reports
              by the
              Company  	29 

	Section5.03.	Reports
              by the
              Trustee  	29 

	  
	ARTICLE SIX 
	  
	  
	EVENTS OF DEFAULT;
              REMEDIES
              OF THE TRUSTEE AND  	  
	SECURITYHOLDER 
              	  
	 	 	 
	Section6.01.	Events
              of
              Default  	29 

	Section6.02.	Payment
              of
              Securities on Default; Suit Therefor  	31 

	Section6.03.	Application
              of
              Moneys Collected by Trustee  	32 

	Section6.04.	Proceedings
              by
              Securityholders  	33 

	Section6.05.	Proceedings
              by
              Trustee  	34 

	Section6.06.	Remedies
              Cumulative and Continuing  	34 

	Section6.07.	Direction
              of
              Proceedings and Waiver of Defaults by  	  
	
            	Securityholders 
	35 

	Section6.08.	Notice
              of
              Defaults  	35 

	Section6.09.	Undertaking
              to
              Pay Costs  	36 

	  
	ARTICLE SEVEN 
              	  
	  
	CONCERNING THE
              TRUSTEE  	  
	 	 	 
	Section7.01.	Duties
              and
              Responsibilities of Trustee  	36 

	Section7.02.	Reliance
              on
              Documents, Opinions, etc  	37 

	Section7.03.	No
              Responsibility for Recitals, etc  	38 

	Section7.04.	Ownership
              of
              Securities  	39 

	Section7.05.	Moneys
              to be
              Held in Trust  	39 

	Section7.06.	Compensation
              and Expenses of Trustee  	39 

	Section7.07.	Officers'
              Certificate as Evidence  	39 

	Section7.08.	Indentures
              Not
              Creating Potential Conflicting Interests for the  	  
	
            	Trustee 
	40 

	Section7.09.	Eligibility
              of
              Trustee  	40 

	Section7.10.	Resignation
              or
              Removal of Trustee  	40 

	Section7.11.	Acceptance
              by
              Successor Trustee  	42 

	Section7.12.	Succession
              by
              Merger, etc  	43 

	Section7.13.	Appointment
              of
              Authenticating Agent  	43 
              


    


    ii

    

    
    

    
      	ARTICLE EIGHT 
              	 
	 
	CONCERNING THE
              SECURITYHOLDERS  	 
	 	 	 
	Section 8.01.	Action
              by
              Securityholders  	45 

	Section 8.02.	Proof
              of
              Execution by Securityholders  	45 

	Section 8.03.	Who are
              Deemed
              Absolute Owners  	46 

	Section 8.04.	Company-Owned
              Securities Disregarded  	47 

	Section 8.05.	Revocation
              of
              Consents; Future Holders Bound  	47 

	 
	ARTICLE NINE 
              	 
	 
	SECURITYHOLDERS'
              MEETINGS  	 
	 	 	 
	Section 9.01.	Purposes
              of
              Meetings  	47 

	Section 9.02.	Call
              of
              Meeting by Trustee  	48 

	Section 9.03.	Call
              of
              Meeting by Company or Securityholders  	48 

	Section 9.04.	Qualifications
              for Voting  	48 

	Section 9.05.	Quorum;
              Adjourned Meetings  	49 

	Section 9.06.	Regulations 
	49 

	Section 9.07.	Voting 
	50 

	Section 9.08.	No Delay
              of
              Rights by Meeting  	50 

	 
	ARTICLE TEN 
	 
	 
	SUPPLEMENTAL
              INDENTURES  	 
	 	 	 
	Section 10.01.	Supplemental
              Indentures without Consent of Securityholders  	51 

	Section 10.02.	Supplemental
              Indentures with Consent of Securityholders  	52 

	Section 10.03.	Compliance
              with Trust Indenture Act; Effect of Supplemental  	 
	 	Indentures 
	53 

	Section 10.04.	Notation
              on
              Securities  	53 

	Section 10.05.	Evidence
              of
              Compliance of Supplemental Indenture to be  	 
	 	Furnished
              Trustee  	53 

	 
	 ARTICLE
              ELEVEN  	 
	 
	CONSOLIDATION, MERGER,
              SALE
              OR CONVEYANCE  	 
	 	 	 
	Section 11.01.	Company
              May
              Not Consolidate, etc., Except Under Certain  	 
	 	Conditions 
	54 

	Section 11.02.	Successor
              Corporation to be Substituted  	54 

	Section 11.03.	Documents
              to
              be Given Trustee  	55 

	 
	ARTICLE TWELVE 
              	 
	 
	SATISFACTION AND DISCHARGE
              OF INDENTURE  	 
	 	 	 
	Section 12.01.	Discharge
              of
              Indenture  	55 

	Section 12.02.	Deposited
              Moneys to be Held in Trust by Trustee  	55 
              


    


    iii

    

    
    

    
      	Section 12.03.	Paying
              Agent
              to Repay Moneys Held  	56 

	Section 12.04.	Return
              of
              Unclaimed Moneys  	56 

	 
	ARTICLE
              THIRTEEN  	 
	 
	IMMUNITY
              OF
              INCORPORATORS, STOCKHOLDERS, OFFICERS AND  	 
	DIRECTORS 
	 
	 	 	 
	Section 13.01.	Indenture
              and
              Securities Solely Corporate Obligations  	56 

	 
	ARTICLE
              FOURTEEN  	 
	 
	SUBORDINATION 
	 
	Section 14.01.	Agreement
              To
              Subordinate  	56 

	Section 14.02.	Liquidation,
              Dissolution, Bankruptcy  	57 

	Section 14.03.	Default
              on
              Senior Indebtedness  	57 

	Section 14.04.	When
              Distributions Must Be Paid Over  	57 

	Section 14.05.	Subrogation 
	57 

	Section 14.06.	Relative
              Rights  	57 

	Section 14.07.	Subordination
              May Not Be Impaired by Company  	58 

	Section 14.08.	Rights
              of
              Trustee and Paying Agent  	58 

	Section 14.09.	Distribution
              or Notice to Representative  	58 

	Section 14.10.	Article
              Fourteen Not To Prevent Events of Default or Limit Right  	 
	
            	To
              Accelerate  	58 

	Section 14.11.	Trust
              Moneys
              Not Subordinated  	58 

	Section 14.12.	Trustee
              Entitled to Rely  	59 

	Section 14.13.	Trustee
              To
              Effectuate Subordination  	59 

	Section 14.14.	Trustee
              Not
              Fiduciary for Holders of Senior Indebtedness  	59 

	Section 14.15.	Reliance
              by
              Holders of Senior Indebtedness on Subordination  	 
	
            	Provisions 
	59 

	 
	ARTICLE
              FIFTEEN  	 
	 
	MISCELLANEOUS
              PROVISIONS  	 
	 	 	 
	Section 15.01.	Provisions
              Binding on Company's Successors  	60 

	Section 15.02.	Official
              Acts
              by Successor Corporation  	60 

	Section 15.03.	Addresses
              for
              Notices, etc  	60 

	Section 15.04.	New York
              Contract  	60 

	Section 15.05.	Evidence
              of
              Compliance with Conditions Precedent  	60 

	Section 15.06.	Legal
              Holidays  	61 

	Section 15.07.	Securities
              in
              a Specified Currency Other Than Dollars  	61 

	Section 15.08.	Trust
              Indenture Act to Control  	61 

	Section 15.09.	Table
              of
              Contents, Headings, etc  	62 

	Section 15.10.	Execution
              in
              Counterparts  	62 

	Section 15.11.	Separability 
	62 
              


    


    iv

    

    
    

              THIS
      AMENDED AND RESTATED SUBORDINATED DEBT INDENTURE, dated as of July 15, 2005,
      between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized
      and
      existing under the laws of the State of Delaware (the "Company"), and JPMORGAN
      CHASE BANK, N.A., a national banking association, as trustee (the "Trustee").
      

    RECITALS OF THE
      COMPANY

              WHEREAS,
      the Company has executed and delivered a subordinated debt indenture, dated
      as
      of July 1, 2005 (the ?Original Indenture?), between the Company and the Trustee;
      

              WHEREAS,
      prior to issuance of any Securities under
      the Original Indenture, the Company wishes to amend certain provisions of the
      Original Indenture and restate said Original Indenture with said amendments
      as
      set forth in this Amended and Restated Subordinated Debt Indenture (the
      ?Subordinated Debt Indenture?); and

              WHEREAS,
      the Company has duly authorized the execution and delivery of this Amended
      and
      Restated Subordinated Debt Indenture, together with all things necessary to
      make
      this Subordinated Debt Indenture a valid indenture and agreement according
      to
      its terms; 

    NOW, THEREFORE:

              In
      consideration of the premises and the purchases of the Securities by the holders
      thereof, the Company and the Trustee mutually covenant and agree to amend and
      restate the terms of the Original Indenture as follows for the equal and
      proportionate benefit of the respective holders from time to time of the
      Securities or of any and all series thereof and of the coupons, if any,
      appertaining thereto as follows: 

    ARTICLE ONE

    DEFINITIONS 

              Section
      1.01. Definitions.
      The terms defined in this Section 1.01 (except as
      herein otherwise expressly provided or unless the context otherwise requires)
      for all purposes of this Subordinated Debt Indenture shall have the respective
      meanings specified in this Section 1.01. All other terms used in this
      Subordinated Debt Indenture which are defined in the Trust Indenture Act of
      1939, as amended, or which are by reference therein defined in the Securities
      Act of 1933, as amended (except as herein otherwise expressly provided or unless
      the context otherwise requires) shall have the meanings assigned to such terms
      in said Trust Indenture Act and in said Securities Act as in force at the date
      of this Subordinated Debt Indenture as originally executed. The words "herein",
      "hereof" and "hereunder", and other words of similar import refer to this
      Subordinated Debt Indenture as a whole and not to any particular Article,
      Section or other subdivision. 

    Authenticating Agent:

                   The
      term "Authenticating Agent" means any Person
      authorized by the Trustee pursuant to Section 7.13 to act on behalf of the
      Trustee to authenticate Securities. 

    

    
    

    Authorized Newspaper:

                   The
      term "Authorized Newspaper" shall mean a
      newspaper (which, in the case of The City of New York, will, if practicable,
      be
The Wall Street
      Journal (Eastern edition), in the
      case of the United Kingdom, will, if practicable, be The Financial Times
      (London edition) and, in the case of Luxembourg,
      will, if practicable, be The Luxemburger Wort) published in an official
      language of the country of publication customarily published at least once
      a day
      for at least five days in each calendar week and of general circulation in
      The
      City of New York, the United Kingdom or in Luxembourg, as applicable. If it
      shall be impractical to make any publication of any notice required hereby
      in an
      Authorized Newspaper, any publication or other notice in lieu thereof which
      is
      made or given by the Trustee after consulting with the Company shall constitute
      a sufficient publication of such notice. 

    Board of Directors:

                   The
      term "Board of Directors" shall mean the Board of
      Directors of the Company or any Committee of such Board to which the relevant
      powers of such Board have been lawfully delegated. 

    Business Day:

                   The
      term "Business Day" shall mean, unless otherwise
      specified with respect to a particular Tranche of Notes, any day other than
      a
      Saturday or Sunday or any other day on which banking institutions are generally
      authorized or obligated by law or regulation to close in The City of New York
      or
      (i) with respect to any floating rate notes where interest is determined with
      respect to LIBOR, in London, England, (ii) with respect to Notes denominated
      in
      a Specified Currency other than U.S. dollars, Australian dollars or Euros,
      in
      the principal financial center of the country of the Specified Currency, (iii)
      with respect to Notes denominated in Australian dollars, in Sydney or (iv)
      with
      respect to Notes denominated in Euros, a day on which the Trans-European
      Automated Real-Time Gross Settlement Express Transfer (TARGET) System is not
      open. 

    Common Depositary:

                   The
      term "Common Depositary" means a common
      depositary of Securities on behalf of Euroclear Bank S.A./N.V., as operator
      of
      the Euroclear System and Clearstream Banking, societe anonyme, each in its
      capacity as Depositary, and shall initially be JPMorgan Chase Bank, N.A.


    Company:

                   The
      term "Company" shall mean General Electric
      Capital Corporation, a Delaware corporation, until any successor corporation
      shall have become such pursuant to the provisions of Article Eleven, and
      thereafter "Company" shall mean such successor, except as otherwise provided
      in
      Section 11.02. 

    2

    

    
    

    Coupon:

                   The
      term "Coupon" shall mean any interest coupon appertaining to a
      Security.

    Covenant Event:

                   The
      term ?Covenant Event? shall mean a failure by the Company to perform its
      covenants or agreements in respect of the Securities of a series contained
      in
      this Subordinated Debt Indenture, which failure is not referenced in Section
      6.01 (a)-(f) hereof, and with respect to which failure the Company and the
      Trustee shall have been given notice by the holders of at least twenty-five
      percent in aggregate principal amount of the Securities of such series at the
      time Outstanding. 

    currency:

                   The
      term "currency" shall mean Dollars or any Specified Currency.

    Depositary:

                   The
      term "Depositary" shall mean, with respect to the
      Securities of any series or Tranche issuable or issued in the form of one or
      more Registered Global Securities, the Person designated as Depositary by the
      Company pursuant to Section 2.02 until a successor Depositary shall have become
      such pursuant to the applicable provisions of this Subordinated Debt Indenture,
      and thereafter "Depositary" shall mean or include each Person who is then a
      Depositary hereunder, and if at any time there is more than one such Person,
      "Depositary" as used with respect to the Securities of any such series or
      Tranche shall mean the Depositary with respect to such Registered Global
      Security or Securities. 

    Dollar:

                   The
      term "Dollar" shall mean the coin or currency of
      the United States of America as at the time of payment is legal tender for
      the
      payment of public and private debts.

    Event of Default:

                   The
      term "Event of Default" shall have the meaning
      specified in Section 6.01.

    Global Series Note:

                   The
      term "Global Series Note" shall mean any
      Outstanding Global Medium-Term Note for a series as may hereafter be established
      by or pursuant to a supplemental indenture or a resolution of the Board of
      Directors. The Global Series Notes may be issued in one or more Tranches,
      pursuant to the provisions of Section 2.02. 

    Indebtedness:

              The
      term "Indebtedness" of any corporation shall mean
      all indebtedness representing money borrowed which is created, assumed, incurred
      or guaranteed in any manner

    3

    

    
    

    by such corporation or for which such
      corporation is otherwise responsible or liable (whether by agreement to purchase
      indebtedness of, or to supply funds to or invest in, others). 

    interest:

                   The
      term "interest", when used with respect to a
      non-interest bearing Security, means interest payable after the principal
      thereof has become due and payable, whether at maturity, by declaration of
      acceleration, by call for redemption, pursuant to a sinking fund or otherwise.
      

    Officers' Certificate:

                   The
      term "Officers' Certificate" shall mean a
      certificate signed by any President, the Chairman or any Vice Chairman of the
      Board or any Vice President and by the Senior Vice President-Corporate Treasury
      and Global Funding Operation or any Assistant Treasurer, the Controller or
      the
      Secretary or any Assistant Secretary of the Company and delivered to the
      Trustee. Each such certificate shall comply with Section 314 of the Trust
      Indenture Act of 1939 and include the statements provided for in Section 15.05
      if and to the extent required by the provisions of such Section. 

    Opinion of Counsel:

              The
      term "Opinion of Counsel" shall mean an opinion
      in writing signed by legal counsel, who may be an employee of or of counsel
      to
      the Company, or may be other counsel. Each such opinion shall comply with
      Section 314 of the Trust Indenture Act of 1939 and include the statements
      provided for in Section 15.05 if and to the extent required by the provisions
      of
      such Section. 

    Original Issue Discount
      Security:

                   The
      term "Original Issue Discount Security" shall
      mean any Security which at any time provides for an amount less than the
      principal amount thereof to be due and payable upon redemption or a declaration
      of acceleration of the maturity thereof pursuant to Section 6.01. 

    Overdue Rate:

                   The
      term "Overdue Rate" with respect to each Tranche
      of Securities shall mean the rate designated as such in or pursuant to the
      resolution of the Board of Directors or the supplemental indenture, as the
      case
      may be, relating to such Tranche as contemplated by Section 2.02. 

    Person:

                   The
      term "Person" shall mean any individual,
      corporation, partnership, joint venture, association, joint stock company,
      trust, unincorporated organization or government or any agency or political
      subdivision thereof. 

    4

    

    
    

    Principal Office of the
      Trustee:

                   The
      term "principal office of the Trustee", or other
      similar term, shall mean the principal office of the Trustee at which any
      particular time its corporate trust business shall be administered.


    Registered Global
      Security:

                   The
      term "Registered Global Security" shall mean a
      Security evidencing all or a part of a Tranche of Securities, issued to the
      Depositary for such Tranche in accordance with Section 2.03 and bearing the
      legend prescribed in Section 2.03. 

    Registered Security:

                        The
      term "Registered Security" shall mean any
      Security registered on the Security register of the Company. 

    Representative:

                   The
      term "Representative" shall mean any trustee,
      agent or representative (if any) for an issue of Senior Indebtedness.


    Responsible Officer:

              The
      term "Responsible Officer", when used with
      respect to the Trustee, shall mean any Vice President, any Assistant Vice
      President, any Assistant Treasurer, any Trust Officer, any Assistant Trust
      Officer, or any other officer or assistant officer of the Trustee customarily
      performing functions similar to those performed by the Persons who at the time
      shall be such officers, respectively, or to whom any corporate trust matter
      is
      referred because of his knowledge of and familiarity with the particular
      subject. 

    Securities; Outstanding:

              The
      terms "Securities" shall mean any of the
      securities, as defined in the first paragraph of the recitals hereof, that
      are
      authenticated and delivered under this Subordinated Debt Indenture.


              The
      term "Outstanding", when used with reference to
      Securities, shall, subject to the provisions of Section 8.04, mean, as of any
      particular time, all Securities authenticated and delivered by the Trustee
      under
      this Subordinated Debt Indenture, except: 

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


    	                    (b)
        Securities, or portions thereof, for the
        payment or redemption of which moneys in the necessary amount shall have
        been
        deposited in trust with the Trustee or with any paying agent (other than
        the
        Company) or shall have been set aside and segregated in trust by the Company
        (if the Company shall act as its own paying agent), 


    5

    

    
    

    	provided that if such Securities are
        to
        be redeemed prior to the maturity thereof, notice of such redemption shall
        have been mailed as in Article Three provided, or provision satisfactory
        to
        the Trustee shall have been made for mailing such notice; and


    	          (c) Securities in lieu of or in substitution
        for
        which other Securities shall have been authenticated and delivered, or which
        shall have been paid, pursuant to the terms of Section 2.07, unless proof
        satisfactory to the Trustee is presented that any such Securities are held
        by
        Persons in whose hands any of such Securities is a valid, binding and legal
        obligation of the Company. 


    In determining whether the holders of the
      requisite principal amount of Outstanding Securities have given any request,
      demand, authorization, direction, notice, consent or waiver hereunder, the
      principal amount of an Original Issue Discount Security that shall be deemed
      to
      be Outstanding for such purposes shall be the amount of the principal thereof
      that would be due and payable as of the date of such determination upon a
      declaration of acceleration of the maturity thereof pursuant to Section 6.01.
      

    Security register:

              The term "Security register" shall have
      the meaning
      specified in Section 2.06. 

    Security registrar:

              The term "Security registrar" shall have
      the meaning
      specified in Section 2.06. 

    Securityholder:

              The term "Securityholder", "holder of Securities",
      or
      other similar terms, shall mean, (a) with respect to any Registered Security,
      the Person in whose name at the time such Registered Security is registered
      on
      the books of the Company kept for that purpose in accordance with the terms
      hereof or (b) with respect to any Unregistered Security, the bearer thereof.
      

    Senior Indebtedness:

              The term "Senior Indebtedness" shall mean
      (i) the
      principal of, premium, if any, and interest on, all the Company's indebtedness
      for money borrowed, other than the Securities; (ii) obligations of the Company
      arising from any guaranty, letter of credit or similar credit enhancement
      (including, without limitation, obligations arising from off balance sheet
      guarantees and direct credit substitutes); (iii) obligations of the company
      associated with derivative products such as interest rate and foreign exchange
      rate swaps, forward sales of interests in commodities, and similar arrangements;
      and (iv) obligations of the Company for purchased money, in each case regardless
      of whether such indebtedness or obligations are outstanding on the date of
      execution of this Subordinated Debt Indenture or thereafter created, assumed
      or
      incurred, and any deferrals, renewals or extensions thereof; provided,
      however,
      that Senior Indebtedness shall not include (1) any
      accounts payable or other liability to trade creditors (other than those
      obligations referenced in items (ii) and (iii), above) arising in the ordinary
      course of business (including instruments evidencing such liabilities), (2)
      any
      indebtedness, guarantee or obligation of the Company which is expressly
      subordinate or junior in 

    6

    

    
    

    right of payment in any respect to any
      other
      indebtedness, guarantee or obligation of the Company, or (3) any obligations
      with respect to any capital stock. The term "indebtedness for money borrowed"
      as
      used herein shall include, without limitation, any obligation of the Company
      for
      the repayment of borrowed money, whether or not evidenced by bonds, debentures,
      notes or other written instruments, and any deferred obligation for the payment
      of the purchase price of property or assets.

    Specified Currency:

              The term "Specified Currency" shall mean
      the currency
      in which a Security is denominated, which may include Dollars, any foreign
      currency or any composite of two or more currencies. 

    Stated Maturity:

              The term "Stated Maturity", when used with
      respect to
      any Senior Indebtedness or any installment of principal thereof or interest
      thereon, shall mean the date specified in the instrument evidencing such Senior
      Indebtedness as the fixed date on which the principal of such Senior
      Indebtedness or such installment of principal or interest is due and payable.
      

    Subordinated Debt
      Indenture:

              The term "Subordinated Debt Indenture"
      shall mean
      this instrument as originally executed or as it may be amended or supplemented
      from time to time as herein provided, and shall include the form and terms
      of
      particular Tranches of Securities established as contemplated hereunder.


    Subsidiary:

              The term "Subsidiary" shall mean (i) any
      corporation
      of which the Company directly or indirectly owns or controls at that time at
      least a majority of the outstanding stock having under ordinary circumstances
      (not dependent upon the happening of a contingency) voting power to elect a
      majority of the board of directors of such corporation or (ii) any other Person
      (other than a corporation) in which the Company directly or indirectly has
      at
      least a majority ownership interest and power to direct the policies, management
      and affairs thereto. 

    Tranche:

              The term "Tranche" shall mean all Securities
      of the
      same series having identical terms but for authentication date and public
      offering price. 

    Trust Indenture Act of
      1939:

              The term "Trust Indenture Act of 1939"
      shall mean the
      Trust Indenture Act of 1939 as it was in force at the date of execution of
      this
      Subordinated Debt Indenture, except as provided in Section 10.03. 

    7

    

    
    

    Trustee:

              The term "Trustee" shall mean the corporation
      or
      association named as Trustee in this Subordinated Debt Indenture and, subject
      to
      the provisions of Article Seven, shall also include its successors and assigns
      as Trustee hereunder. If pursuant to the provisions of this Subordinated Debt
      Indenture there shall be at any time more than one Trustee hereunder, the term
      "Trustee" as used with respect to Securities of any Tranche shall mean the
      Trustee with respect to Securities of such Tranche. 

    Unregistered Security:

              The term "Unregistered Security" shall
      mean any
      Security other than a Registered Security. 

    ARTICLE TWO 

    DESCRIPTION, EXECUTION,
      REGISTRATION AND EXCHANGE OF SECURITIES 

              Section 2.01. Forms.
      The Securities and the Coupons, if any, appertaining thereto shall be in
      substantially such form as shall be established by or pursuant to a resolution
      of the Board of Directors 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 Subordinated Debt Indenture,
      and
      may have such legends or endorsements placed thereon as the officers executing
      the same may approve (execution thereof to be conclusive evidence of such
      approval) and as are not inconsistent with the provisions of this Subordinated
      Debt Indenture, or as may be required to comply with any law or with any rule
      or
      regulation made pursuant thereto or with any rule or regulation of any stock
      exchange on which such Securities may be listed, or to conform to usage.


              The Trustee's Certificate of Authentication
      on all
      Securities shall be in substantially the following form, and shall be executed
      on behalf of the Trustee by its authorized officer or agent: 

              This is one of the Securities of the Tranche
      designated therein described in the within-mentioned Subordinated Debt
      Indenture. 

    
      	 	 	
              

            	
              ,

            
	 	 	
              as Trustee 
                
            	 
	 	By:	  	 
	 	 	
              

            	 


    


              Section 2.02. Amount
      Unlimited; Issuable in Series and
      Tranches. The aggregate principal
      amount of Securities which may be authenticated and delivered under this
      Subordinated Debt Indenture is unlimited. 

    8

    

    
    

              The Securities may be issued in one or
      more series,
      each of which may consist of one or more Tranches. There shall be established
      in
      or pursuant to a resolution of the Board of Directors or established in one
      or
      more indentures supplemental hereto, prior to the issuance of Securities of
      any
      Tranche, 

    	          (1) the title of the series to which
        such Tranche
        belongs (which shall distinguish the Securities of such series from all other
        Securities); 


    	          (2) any limit upon the aggregate principal
        amount
        of the Securities of such series or Tranche which may be authenticated and
        delivered under this Subordinated Debt Indenture (except for Securities
        authenticated and delivered upon registration of transfer of, or in exchange
        for, or in lieu of, other Securities of the Tranche pursuant to Section 2.06,
        2.07, 2.08, 3.03, 3.06 or 10.04); 


    	          (3) the date or dates on which the principal
        and
        premium, if any, of the Securities of the Tranche are payable; 


    	          (4) the rate or rates, or the method
        of
        determination thereof, at which the Securities of the Tranche shall bear
        interest, if any, the date or dates from which such interest shall accrue,
        the
        interest payment dates on which such interest shall be payable and, in the
        case of Registered Securities, if other than as set forth in Section 2.04,
        the
        record dates for the determination of holders to whom interest is payable;
        


    	          (5) the terms of the subordination of
        the
        Securities of the Tranche and any other provisions relevant to such
        subordination, if different from the terms of subordination and other
        provisions relevant to such subordination set forth herein; 


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


    	          (7) the Specified Currency of the Securities
        of the
        Tranche; 


    	          (8) the currency or currencies in which
        payments on
        the Securities of the Tranche are payable, if other than the Specified
        Currency; 


    	          (9) the price or prices at which, the
        period or
        periods within which and the terms and conditions upon which Securities of
        the
        Tranche may be redeemed, in whole or in part, at the option of the Company,
        pursuant to any sinking fund or otherwise; 


    	          (10) the obligation, if any, of the
        Company to
        redeem, purchase or repay Securities of the Tranche pursuant to any sinking
        fund or analogous provisions or at the option of a holder thereof and the
        price or prices at which or process by which and the period or periods within
        which and the terms and conditions upon which Securities of the Tranche shall
        be redeemed, purchased or repaid, in whole or in part, pursuant to such
        obligation; 


    	          (11) the denominations in which Securities
        of the
        Tranche shall be issuable, if other than as provided in Section 2.04;
        


    9

    

    
    

    	          (12) if other than the principal amount
        thereof,
        the portion of the principal amount of Securities of the Tranche which shall
        be payable upon declaration of acceleration of the maturity thereof pursuant
        to Section 6.01; 


    	          (13) if other than the Specified Currency,
        the coin
        or currency in which payment of the principal of or interest on the Securities
        of the Tranche shall be payable; 


    	          (14) if the principal of or interest
        on the
        Securities of the Tranche are to be payable, at the election of the Company
        or
        a holder thereof, in a coin or currency other than the Specified Currency,
        the
        period or periods within which, and the terms and conditions upon which,
        such
        election may be made; 


    	          (15) if the amount of payments of principal
        of and
        interest on the Securities of the Tranche may be determined with reference
        to
        an index based on a coin or currency other than the Specified Currency, the
        manner in which such amounts shall be determined; 


    	          (16) whether the Securities of the Tranche
        will be
        issuable as Registered Securities (and, if so, whether such Securities will
        be
        issuable as Registered Global Securities) or Unregistered Securities (with
        or
        without Coupons), or any combination of the foregoing, any restriction
        applicable to the offer, sale or delivery of Unregistered Securities or the
        payment of interest thereon and, if other than as provided in Section 2.06,
        the terms upon which Unregistered Securities of any Tranche may be exchanged
        for Registered Securities of such Tranche and vice versa; 


    	          (17) whether and under what circumstances
        the
        Company will pay additional amounts on the Securities of the Tranche held
        by a
        Person who is not a U.S. Person in respect of any tax, assessment, or
        governmental charge withheld or deducted and, if so, whether the Company
        will
        have the option to redeem such Securities rather than pay such additional
        amounts; 


    	          (18) if the Securities of such Tranche
        are to be
        issuable in definitive form (whether upon original issue or upon exchange
        of a
        temporary Security of such Tranche) only upon receipt of certain certificates
        or other documents or satisfaction of other conditions, the form and terms
        of
        such certificates, documents or conditions, if other than as provided for
        by
        the form of such Securities established pursuant to Section 2.01;



    	          (19) any deletions or modifications
        of or additions
        to the Events of Default and remedies set forth in Section 6.01 or covenants
        of the Company set forth in Article Four or Article Eleven pertaining to
        the
        Securities of the Tranche; 


    	          (20) if other than the rate of interest
        stated in
        the title of the Securities of the Tranche, the applicable Overdue Rate;
        


    	          (21) in the case of any Tranche of non-interest
        bearing Securities, the applicable dates for purposes of clause (a) of Section
        5.01; 


    10

    

    
    

    	          (22) any trustees, depositaries, authenticating
        or
        paying agents, transfer agents or registrars or any other agents with respect
        to such Tranche; 


    	          (23) the exchanges, if any, on which
        the Securities
        of the Tranche may be listed; and 


    	          (24) any other terms of the Tranche
        (which terms
        shall not be inconsistent with the provisions of this Subordinated Debt
        Indenture). 


              All Securities of any one Tranche and Coupons,
      if
      any, appertaining thereto, shall be substantially identical except as to
      denomination and except as may otherwise be provided in or pursuant to such
      resolution of the Board of Directors or in any indenture supplemental hereto.
      

              Section 2.03. Authentication.
      At any time and from time to time after the
      execution and delivery of this Subordinated Debt Indenture, the Company may
      deliver Securities of any Tranche having attached thereto appropriate Coupons,
      if any, executed by the Company to the Trustee or its agent for authentication.
      Except as otherwise provided in this Article Two, the Trustee shall thereupon
      authenticate and deliver, or cause to be authenticated and delivered, said
      Securities to or for the account of the Company, upon the written order of
      the
      Company, signed by its Chief Executive Officer, any President, Chairman or
      any
      Vice Chairman of the Board or one of its Vice Presidents (including Executive
      and Senior Vice Presidents) and by its Senior Vice President-Corporate Treasury
      and Global Funding Operation or its Controller, or pursuant to such procedures
      acceptable to the Trustee and to such recipients as may be specified from time
      to time in such written order. If provided for in such procedures, such written
      order may authorize authentication and delivery pursuant to electronic
      instructions from the Company or its duly authorized agent or agents. In
      authenticating or causing the authentication of such Securities and accepting
      the additional responsibilities under this Subordinated Debt Indenture in
      relation to such Securities, the Trustee shall be entitled to receive and
      (subject to Sections 7.01 and 7.02) shall be fully protected in relying upon:
      

    	          (1) a copy of any resolution or resolutions
        of the
        Board of Directors relating thereto and, if applicable, an appropriate record
        of any action taken pursuant to such resolution, in each case certified by
        the
        Secretary or an Assistant Secretary of the Company; 


    	          (2) an executed supplemental indenture,
        if any,
        relating thereto; 


    	          (3) an Officers' Certificate prepared
        in accordance
        with Section 15.05 which shall also state to the best knowledge of the signers
        of such Certificate that no Event of Default or Covenant Event with respect
        to
        any Tranche of Securities shall have occurred and be continuing; and
        


    	          (4) an Opinion of Counsel prepared in
        accordance
        with Section 15.05 which shall also state: 


    	
        	          (a) that the forms of such Securities
            and
            Coupons, if any, have been established by or pursuant to a resolution
            of the
            Board of Directors or by a 


      


    11

    

    
    

    	
        	supplemental indenture as permitted
            by
            Section 2.01 in conformity with the provisions of this Subordinated Debt
            Indenture; 


      


    	
        	          (b) that the terms of such Securities
            have been
            established by or pursuant to a resolution of the Board of Directors
            or by a
            supplemental indenture as permitted by Section 2.02 in conformity with
            the
            provisions of this Subordinated Debt Indenture; provided,
            that, in connection with the authentication of
            Securities of a series that are part of a medium-term note program, such
            Opinion of Counsel may, in the alternative, state that certain terms
            of the
            Securities have been established by or pursuant to a resolution of the
            Board
            of Directors or by a supplemental indenture as permitted by Section 2.02
            in
            conformity with the provisions of this Subordinated Debt Indenture, and
            when
            such other terms as are to be established pursuant to procedures set
            forth
            in the written order relating to Securities of such series shall have
            been
            so established, all such terms will have been duly established in conformity
            with the provisions of this Subordinated Debt Indenture;



      


    	
        	          (c) that such Securities and Coupons,
            if any,
            when authenticated (in the case of the Securities) and delivered by or
            at
            the direction of the Trustee and issued by the Company in the manner
            and
            subject to any conditions specified in such Opinion of Counsel, will
            constitute legal, valid and binding obligations of the Company, enforceable
            in accordance with their terms, subject to bankruptcy, insolvency,
            reorganization and other laws of general applicability relating to or
            affecting the enforcement of creditors' rights and to general equity
            principles; 


      


    	
        	          (d) that the Company has the corporate
            power to
            issue such Securities and Coupons, if any, and has duly taken all necessary
            corporate action with respect to such issuance; 


      


    	
        	          (e) that the issuance of such Securities
            and
            Coupons, if any, will not contravene the certificate of incorporation
            or
            by-laws of the Company or result in any violation of any of the terms
            or
            provisions of any law or regulation or of any indenture, mortgage or
            other
            agreement known to such Counsel by which the Company or any of its
            Subsidiaries is bound; and 


      


    	
        	          (f) that all laws and requirements
            in respect of
            the execution and delivery by the Company of such Securities and Coupons,
            if
            any, and the related supplemental indenture, if any, have been complied
            with
            and that authentication and delivery of such Securities and Coupons,
            if any,
            and the execution and delivery of the related supplemental indenture,
            if
            any, by the Trustee will not violate the terms of this Subordinated Debt
            Indenture; 


      


    provided,
      that, in connection with the authentication of
      Securities of a series that are part of a medium-term note program, the Trustee
      shall be entitled to receive the documents referred to in clauses (1), (2),
      (3)
      and (4) above only at or before the time of the first request of the Company
      to
      the Trustee to authenticate Securities of such series and the Trustee shall
      be
      protected in 

    12

    

    
    

    relying on such documents in authenticating
      Securities of such series until such documents are superceded or revoked.


              The Trustee shall have the right to decline
      to
      authenticate and deliver or cause to be authenticated and delivered any
      Securities under this Section 2.03 if the Trustee, being advised by counsel,
      determines that such action may not lawfully be taken or if the Trustee in
      good
      faith by action of its board of directors or trustees, executive committee,
      or a
      trust committee of directors or trustees and Responsible Officers shall
      determine that such action would expose the Trustee to personal liability to
      existing Security holders. 

              If the Company shall establish pursuant
      to Section
      2.02 that the Securities of a Tranche are to be issued in the form of one or
      more Registered Global Securities, then the Company shall execute and the
      Trustee shall, in accordance with this Section 2.03 and the Company order with
      respect to such Tranche, authenticate and deliver one or more Registered Global
      Securities in temporary or permanent form that (i) shall represent and shall
      be
      denominated in an amount equal to the aggregate principal amount of all of
      the
      Securities of such Tranche to be represented by one or more Registered Global
      Securities, (ii) shall be registered in the name of the Depositary and/or the
      Common Depositary for such Registered Global Security or Securities or the
      nominee of such Depositary or Common Depositary, (iii) shall be delivered by
      the
      Trustee to such Depositary or Common Depositary or pursuant to such Depositary's
      or Common Depositary's instruction and (iv) shall bear a legend substantially
      to
      the following effect. "Unless and until it is exchanged in whole or in part
      for
      Securities in definitive registered form, this 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 Depositary" or "Unless and until it is exchanged in whole
      or
      in part for Securities in definitive registered form, this Registered Global
      Security may not be transferred except as a whole by the Common Depositary
      to a
      nominee of the Common Depositary or by a nominee of the Common Depositary to
      the
      Common Depositary or another nominee of the Common Depositary or by the Common
      Depositary or any such nominee to a successor Common Depositary or a nominee
      of
      such successor Common Depositary." 

              No holder of a beneficial interest in any
      Registered
      Global Security held on its behalf by a Depositary shall have any rights under
      this Subordinated Debt Indenture with respect to such Registered Global
      Security, and such Depositary, or the Common Depositary, as applicable, may
      be
      treated by the Company, the Trustee and any agent of the Company or the Trustee
      as the owner of such Registered Global Security for all purposes whatsoever.
      None of the Company, the Trustee or any agent of the Company or the Trustee
      will
      have any responsibility or liability for any aspect of the records relating
      to
      or payments made on account of beneficial ownership interests in a Registered
      Global Security or maintaining, supervising or reviewing any records relating
      to
      such beneficial ownership interests. Notwithstanding the foregoing, nothing
      herein shall prevent the Company, the Trustee or any agent of the Company or
      the
      Trustee from giving effect to any written certification, proxy or other
      authorization furnished by a Depositary or impair, as between a Depositary
      and
      such holders of beneficial interests, the operation of customary practices
      governing the exercise of the rights of the Depositary (or its nominee) as
      holder of any Security. 

    13

    

    
    

              Each Depositary designated pursuant to
      Section 2.02
      must, at the time of its designation and at all times while it serves as
      Depositary hereunder, be a clearing agency registered under the United States
      Securities Exchange Act of 1934, as amended, or any other applicable statute
      or
      regulation. 

              Section 2.04. Date
      and Denomination of Securities. The Securities of each Tranche
      shall be issuable as
      Registered Securities or Unregistered Securities in such denominations as shall
      be specified as contemplated by Section 2.02. In the absence of any such
      specification (a) with respect to Registered Securities, such Securities shall
      be issuable in denominations of 100,000 units of the Specified Currency and
      integral multiples of 1,000 units of the Specified Currency in excess thereof;
      and (b) with respect to Unregistered Securities, such Securities shall be
      issuable in denominations of not less than 1,000 units of the Specified Currency
      and in such other denominations in excess thereof as may be provided in or
      pursuant to a supplemental indenture or resolution of the Board of Directors
      in
      accordance with Section 2.02. Securities of each Tranche shall be numbered,
      lettered or otherwise distinguished in such manner or in accordance with such
      plan as the officers of the Company executing the same may determined with
      the
      approval of the Trustee. 

              Every Registered Security shall be dated
      the date of
      its authentication. Every Unregistered Security shall be dated as provided
      in
      the resolution of the Board of Directors or the supplemental indenture referred
      to in Section 2.02; provided,
      however,
      that Unregistered Securities which are part of the
      same Tranche as a prior issue of Notes shall be dated the original issue date
      of
      such prior issue of Notes. 

              The Person in whose name any Registered
      Security of a
      particular Tranche is registered at the close of business on any record date
      (as
      hereinafter defined) with respect to any interest payment date for such Tranche
      shall be entitled to receive the interest payable on such interest payment
      date
      notwithstanding the cancellation of such Registered Security upon any
      registration of transfer or exchange subsequent to the record date and prior
      to
      such interest payment date; provided,
      however,
      that if and to the extent that the Company shall
      default in the payment of interest on such interest payment date, such defaulted
      interest shall be paid to the Persons in whose names Outstanding Registered
      Securities of such Tranche are registered on a subsequent record date
      established by notice given by mail by or on behalf of the Company to the
      holders of such Registered Securities not less than 15 days preceding such
      subsequent record date, such record date to be not less than five days preceding
      the date of payment of such defaulted interest. Except as otherwise specified
      as
      contemplated by Section 2.02 for Registered Securities of a particular Tranche,
      the term "record date" as used in this Section 2.04 with respect to any regular
      interest payment date shall mean the last day of the calendar month preceding
      such interest payment date if such interest payment date is the fifteenth day
      of
      the calendar month, and shall mean the fifteenth day of the calendar month
      preceding such interest payment date if such interest payment date is the first
      day of a calendar month, whether or not such day shall be a Business Day.


              Section 2.05. Execution
      of Securities. The Securities and, if applicable,
      the Coupons
      appertaining thereto, shall be signed in the name and on behalf of the Company
      by the manual or facsimile signature of any of its Presidents, its Chairman
      of
      the Board, its Vice Chairman and Chief Financial Officer, or its Senior Vice
      President-Corporate Treasury and 

    14

    

    
    

    Global Funding Operation, under its
      corporate seal (which may be printed, engraved or otherwise reproduced thereon,
      by facsimile or otherwise) attested by the Secretary or any Assistant Secretary
      of the Company. Only such Securities as shall bear thereon a certificate of
      authentication substantially in the form herein recited, executed by the
      Trustee, shall be entitled to the benefits of this Subordinated Debt Indenture
      or be valid or obligatory for any purpose. Such certificate by the Trustee
      upon
      any Security executed by the Company shall be conclusive evidence that the
      Security so authenticated has been duly authenticated and delivered hereunder
      and that the holder is entitled to the benefits of this Subordinated Debt
      Indenture. 

              In case any officer of the Company who
      shall have
      signed any of the Securities or Coupons, if any, shall cease to be such officer
      before the Securities or Coupons so signed (or the Securities to which the
      Coupons so signed appertain) shall have been authenticated and delivered by
      the
      Trustee, or disposed of by the Company, such Securities or Coupons nevertheless
      may be authenticated and delivered or disposed of as though the Person who
      signed such Securities or Coupons had not ceased to be such officer of the
      Company; and any Security or Coupon may be signed on behalf of the Company
      by
      such Persons as, at the actual date of such Security or Coupon, shall be the
      proper officers of the Company, although at the date of the execution of this
      Subordinated Debt Indenture any such Person was not such an officer. 

              Section 2.06. Exchange
      and Registration of Transfer of
      Securities. Registered Securities of
      any Tranche (other than a Registered Global Security, except as set forth below)
      may be exchanged for a like aggregate principal amount of Registered Securities
      of the same Tranche of other authorized denominations. Unregistered Securities
      will not be issuable in exchange for Registered Securities. 

              Unregistered Securities of any Tranche
      (with all
      unmatured Coupons, if any, and all matured Coupons, if any, then in default,
      attached thereto) may be exchanged for Registered Securities of the same Tranche
      of any authorized denominations and in an equal aggregate principal amount.
      Unregistered Securities surrendered in exchange for Registered Securities after
      the close of business on (i) any record date with respect to any regular payment
      of interest and before the opening of business at such office on the relevant
      interest payment date or (ii) any record date to be established for the payment
      of defaulted interest and before the opening of business on the related proposed
      date for payment of defaulted interest, shall be surrendered without the Coupon
      relating to such date for payment of interest. 

              Securities to be exchanged pursuant to
      the preceding
      two paragraphs shall be surrendered, at the option of the holders thereof,
      either at the office or agency designated and maintained by the Company for
      such
      purpose in the Borough of Manhattan, The City of New York in accordance with
      the
      provisions of Section 4.02 or at any of such other offices or agencies as may
      be
      designated and maintained by the Company for such purpose in accordance with
      the
      provisions of Section 4.02, and the Company shall execute and register and
      the
      Trustee shall authenticate and deliver in exchange therefor the Security or
      Securities which the Securityholder making the exchange shall be entitled to
      receive. Each Person designated by the Company pursuant to the provisions of
      Section 4.02 as a Person authorized to register and register transfer of the
      Securities is sometimes herein referred to as a "Security registrar."


    15

    

    
    

              Unregistered Securities in definitive form
      of any
      Tranche will be exchangeable for Unregistered Securities in definitive form
      of
      the same Tranche in other authorized denominations, in an equal aggregate
      principal amount. Unregistered Securities to be so exchanged shall be
      surrendered, at the option of the holders thereof, either at the office or
      agency designated and maintained by the Company for such purpose outside the
      United States in accordance with the provisions of Section 4.02, or at the
      office of any agent appointed by the Company to perform such service, and the
      Company shall execute and the Trustee shall authenticate and deliver, or cause
      to be authenticated and delivered, in exchange therefor the Unregistered
      Security or Securities which the Securityholder making the exchange shall be
      entitled to receive. 

              The Company shall keep, at each such office
      or
      agency, a register for each Tranche of Registered Securities issued hereunder
      (the registers of all Security registrars being herein sometimes collectively
      referred to as the "Security register" or the "registry books of the Company")
      in which, subject to such reasonable regulations as it may prescribe, the
      Company shall register Registered Securities and shall register the transfer
      of
      Registered Securities as provided in this Article Two. The Security register
      shall be in written form or in any other form capable of being converted into
      written form within a reasonable time. At all reasonable times the Security
      register shall be open for inspection by the Trustee and any Security registrar
      other than the Trustee. Upon due presentment for registration of transfer of
      any
      Registered Security of any Tranche at any designated office or agency, the
      Company shall execute and register and the Trustee shall authenticate and
      deliver in the name of the transferee or transferees a new Registered Security
      or Registered Securities of the same Tranche for an equal aggregate principal
      amount. Registration or registration of transfer of any Registered Security
      by
      any Security registrar in the registry books of the Company maintained by such
      Security registrar, and delivery of such Registered Security, duly
      authenticated, shall be deemed to complete the registration or registration
      of
      transfer of such Registered Security. 

              The Company will at all times designate
      one Person
      (who may be the Company and who need not be a Security registrar) to act as
      repository of a master list of names and addresses of the holders of the
      Registered Securities. The Company shall act as such repository unless and
      until
      some other Person is, by written notice from the Company to the Trustee and
      each
      Security registrar, designated by the Company to act as such. The Company shall
      cause each Security registrar to furnish to such repository, on a current basis,
      such information as to all registrations of transfer and exchanges effected
      by
      such registrar, as may be necessary to enable such repository to maintain such
      master list on as current a basis as is practicable. 

              No Person shall at any time be designated
      as or act
      as a Security registrar unless such Person is at such time empowered under
      applicable law to act as such and duly registered to act as such under and
      to
      the extent required by applicable law and regulations. 

              All Registered Securities presented for
      registration
      of transfer or for exchange, redemption, repayment or payment shall (if so
      required by the Company or the Trustee) be duly endorsed by, or be accompanied
      by a written instrument or instruments of transfer or exchange in form
      satisfactory to the Company and the Trustee duly executed by, the holder or
      his
      attorney duly authorized in writing. 

    16

    

    
    

              No service charge shall be made for any
      exchange or
      registration of transfer 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 therewith. 

              The Company shall not be required (i) to
      issue,
      register the transfer of or exchange Securities to be redeemed for a period
      of
      fifteen calendar days preceding the first publication of the relevant notice
      of
      redemption, or if Registered Securities are Outstanding and there is no
      publication, the mailing of the relevant notice of redemption, or (ii) to
      register the transfer of or exchange any Registered Securities selected for
      redemption, in whole or in part, except the unredeemed portion of any such
      Registered Securities being redeemed in part, or (iii) to exchange any
      Unregistered Securities selected for redemption except that such Unregistered
      Securities may be exchanged for Registered Securities of like tenor, provided
      that such Registered Securities shall be simultaneously surrendered for
      redemption or (iv) to register the transfer of or exchange any Securities
      surrendered for optional repayment, in whole or in part. 

              Unregistered Securities and any Coupons
      appertaining
      thereto will be transferable by delivery. 

              Notwithstanding any other provision of
      this Section
      2.06, unless and until it is exchanged in whole or in part for Securities in
      definitive registered form, a Registered Global Security representing all or
      a
      portion of the Securities of a Tranche may not be transferred except as a whole
      by the Depositary or the Common Depositary for such Tranche to a nominee of
      such
      Depositary or Common Depositary or by a nominee of such Depositary or Common
      Depositary to such Depositary or Common Depositary or another nominee of such
      Depositary or Common Depositary or any such nominee to a successor Depositary
      or
      Common Depositary for such Tranche or a nominee of such successor Depositary
      or
      Common Depositary. 

              If at any time the Depositary for the Securities
      of a
      Tranche notifies the Company that it is unwilling or unable to continue as
      Depositary for the Securities of such Tranche or if at any time the Depositary
      for Securities of a Tranche shall no longer be registered or in good standing
      under the Securities Exchange Act of 1934, as amended, or other applicable
      statute or regulation, the Company shall appoint a successor Depositary
      registered and in good standing as aforesaid with respect to the Securities
      of
      such Tranche. If a successor Depositary for the Securities of such Tranche
      is
      not appointed by the Company within 90 days after the Company receives such
      notice or becomes aware of such condition, the Company will execute and the
      Trustee, upon receipt of an Officers? Certificate for the authentication and
      delivery of definitive Securities of such Tranche, will authenticate and deliver
      Securities of such Tranche in definitive registered form without Coupons, in
      any
      authorized denominations, in an aggregate principal amount equal to the
      aggregate principal amount of the Registered Global Security or Securities
      representing such Registered Securities in exchange for such Registered Global
      Security or Securities. 

              The Company may at any time and in its
      sole
      discretion, subject to the procedures of the Depositary, determine that
      Registered Securities issued in the form of one or more Registered Global
      Securities shall no longer be represented by a Registered Global Security or
      Securities. In such event the Company will execute and the Trustee, upon receipt
      of an Officer's Certificate for the authentication and delivery of definitive
      Securities, will authenticate and 

    17

    

    
    

    deliver Securities of the same Tranche
      in
      definitive registered form without Coupons, in any authorized denominations,
      in
      an aggregate principal amount equal to the aggregate principal amount of the
      Registered Global Security or Securities in exchange for such Registered Global
      Security or Securities. 

              If specified by the Company pursuant to
      Section 2.02
      with respect to Securities represented by a Registered Global Security, the
      Depositary for such Registered Global Security may surrender such Registered
      Global Security in exchange in whole or in part for Securities of the same
      Tranche in definitive registered form on such terms as are acceptable to the
      Company and such Depositary. Thereupon, the Company shall execute, and the
      Trustee shall authenticate and deliver, without service charge: 

    	
        	
            	          (i) to the Person specified
                by such Depositary,
                a new Registered Security or Securities of the same Tranche, of any
                authorized denominations as requested by such Person, in an aggregate
                principal amount equal to and in exchange for such Person's beneficial
                interest in the Registered Global Security; and
                


          


      


    	
        	
            	          (ii) to such Depositary or the
                Common
                Depository therefor, a new Registered Global Security in a denomination
                equal to the difference, if any, between the principal amount of
                the
                surrendered Registered Global Security and the aggregate principal
                amount
                of Registered Securities authenticated and delivered pursuant to
                clause
                (i) above. 


          


      


              Upon the exchange of a Registered Global
      Security for
      Securities in definitive registered form without Coupons, in authorized
      denominations, in an aggregate principal amount equal to the principal amount
      of
      such Registered Global Security, such Registered Global Security shall be
      canceled by the Trustee or an agent of the Company or the Trustee. Securities
      in
      definitive registered form without Coupons issued in exchange for a Registered
      Global Security pursuant to this Section 2.06 shall be registered in such names
      and in such authorized denominations as the Depositary for such Registered
      Global Security, pursuant to instructions from its direct or indirect
      participants or otherwise, shall instruct the Trustee or an agent of the Company
      or the Trustee. The Trustee or such agent shall deliver such Securities to
      or as
      directed by the Persons in whose names such Securities are so registered.


              Notwithstanding anything herein or in the
      terms of
      any Securities to the contrary, none of the Company, the Trustee or any agent
      of
      the Company or the Trustee (any of which, other than the Company, shall be
      entitled to rely on an Officer's Certificate and an Opinion of Counsel) shall
      be
      required to exchange any Unregistered Security for a Registered Security if
      such
      exchange could result in adverse Federal income tax consequences to the Company
      (such as, for example, the inability of the Company to deduct from its income,
      as computed for Federal income tax purposes, the interest payable on the
      Unregistered Securities) under then applicable United States Federal income
      tax
      laws, as determined by the Company. 

              Section 2.07. Mutilated,
      Destroyed, Lost or Stolen
      Securities. In case any temporary or
      definitive Security or any Coupon appertaining to any Security shall become
      mutilated or be destroyed, lost or stolen, the Company in the case of a
      mutilated Security or 

    18

    

    
    

    Coupon shall, and in the case of a lost,
      stolen, or destroyed Security or Coupon may in its discretion, execute and,
      upon
      the written request or authorization of any officer of the Company, the Trustee
      shall authenticate and deliver a new Security of the same Tranche or Coupon,
      as
      the case may be, bearing a number not contemporaneously Outstanding, in exchange
      and substitution for the mutilated Security or Coupon, or in lieu of and in
      substitution for the Security or Coupon so destroyed, lost or stolen with (in
      the case of mutilated, lost, stolen or destroyed Securities) Coupons
      corresponding to the Coupons appertaining to such Securities. In every case
      the
      applicant for a substituted Security or Coupon shall furnish to the Company
      and
      to the Trustee such security or indemnity as may be required by them to save
      each of them harmless, and, in every case of destruction, loss or theft, the
      applicant shall also furnish to the Company and to the Trustee evidence to
      their
      satisfaction of the destruction, loss or theft of such Security or Coupon and
      of
      the ownership thereof. 

              Upon the issuance of any substituted Security
      or
      Coupon, 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 connected therewith. In case any Security or Coupon which has
      matured or is about to mature shall become mutilated or be destroyed, lost
      or
      stolen, the Company may, instead of issuing a substituted Security or Coupon,
      pay or authorize the payment of the same (without surrender thereof except
      in
      the case of a mutilated Security or Coupon) if the applicant for such payment
      shall furnish to the Company and to the Trustee such security or indemnity
      as
      may be required by them to save each of them harmless and, in case of
      destruction, loss or theft, evidence satisfactory to the Company and the Trustee
      of the destruction, loss or theft of such Security or Coupon and the ownership
      thereof. 

              Every substituted Security or Coupon issued
      pursuant
      to the provisions of this Section 2.07 by virtue of the fact that any Security
      or Coupon is destroyed, lost or stolen shall constitute an additional
      contractual obligation of the Company, whether or not the destroyed, lost or
      stolen Security or Coupon shall be found at any time, and shall be entitled
      to
      all the benefits of this Subordinated Debt Indenture equally and proportionately
      with any and all other Securities or Coupons of the same Tranche duly issued
      hereunder. All Securities and Coupons shall be held and owned upon the express
      condition that the foregoing provisions are exclusive with respect to the
      replacement or payment of mutilated, destroyed, lost or stolen Securities and
      Coupons and shall preclude (to the extent lawful) any and all other rights
      or
      remedies with respect to the replacement or payment of negotiable instruments
      or
      other securities without their surrender. 

              Section 2.08. Temporary
      Securities. Pending the preparation of definitive
      Securities of
      any Tranche, the Company may execute and the Trustee shall authenticate and
      deliver temporary Securities (printed, lithographed or typewritten). Temporary
      Securities shall be issuable in any authorized denomination and substantially
      in
      the form of the definitive Securities in lieu of which they are issued, but
      with
      such omissions, insertions and variations as may be appropriate for temporary
      Securities, all as may be determined by the Company. Every such temporary
      Security shall be authenticated by the Trustee upon the same conditions and
      in
      substantially the same manner, and with the same effect, as the definitive
      Securities in lieu of which they are issued. Without unreasonable delay, the
      Company will execute and deliver to the Trustee definitive Securities of such
      Tranche and thereupon any or all temporary Securities of such Tranche may be
      surrendered in exchange therefor, at the option of the holders thereof, either
      at the office or agency to be designated and maintained by the Company for
      such
      purpose 

    19

    

    
    

    in the Borough of Manhattan, The City of
      New
      York in accordance with the provisions of Section 4.02 or at any of such other
      offices or agencies as may be designated and maintained by the Company for
      such
      purpose in accordance with the provisions of Section 4.02, and the Trustee
      shall
      authenticate and deliver in exchange for such temporary Securities an equal
      aggregate principal amount of definitive Securities of the same Tranche and,
      in
      the case of Unregistered Securities, having attached thereto any appropriate
      Coupons. Such exchange shall be made by the Company at its own expense and
      without any charge therefor. Until so exchanged, the temporary Securities of
      any
      Tranche shall in all respects be entitled to the same benefits under this
      Subordinated Debt Indenture as definitive Securities of the same Tranche
      authenticated and delivered hereunder, unless otherwise established pursuant
      to
      Section 2.02. The provisions of this Section 2.08 are subject to any
      restrictions or limitations on the issue and delivery of temporary Unregistered
      Securities that may be established pursuant to Section 2.01 or 2.02 (including
      any provision that such Unregistered Securities initially be issued in the
      form
      of a single global Unregistered Security to be delivered to a depositary located
      outside the United States and the procedures pursuant to which definitive or
      global Unregistered Securities would be issued in exchange for such temporary
      global Unregistered Security). 

              Section 2.09. Cancellation
      of Securities Paid, etc. All Securities and Coupons surrendered
      for the
      purpose of payment, redemption, repayment, exchange or registration of transfer
      or for credit against any sinking fund shall, if surrendered to the Company,
      any
      Security registrar, any paying agent or any other agent of the Company or of
      the
      Trustee, be delivered to the Trustee and promptly canceled by it, or, if
      surrendered to the Trustee, shall be promptly canceled by it, and no Securities
      or Coupons shall be issued in lieu thereof except as expressly permitted by
      any
      of the provisions of this Subordinated Debt Indenture. All canceled Securities
      and Coupons held by the Trustee shall be disposed of by the Trustee in
      accordance with the Trustee?s customary procedures or at the written request
      of
      the Company, the Trustee shall deliver canceled Securities and Coupons to the
      Company. If the Company shall acquire any of the Securities or Coupons, however,
      such acquisition shall not operate as a redemption or satisfaction of the
      indebtedness represented by such Securities or Coupons unless and until the
      same
      are delivered to the Trustee for cancellation. 

              Section 2.10. Computation
      of Interest. Except as otherwise specified
      as contemplated by
      Section 2.02 for Securities of any Tranche, interest on the Securities of each
      Tranche shall be computed on the basis of a 360-day year of twelve 30-day
      months. 

              Section 2.11. Reopening
      of Tranches and Series. All Securities included in any
      one Tranche or
      series need not be issued by the Company at the same time. Unless otherwise
      provided, a Tranche or series may be reopened for issuances of additional
      Securities in such Tranche or series upon written order of the Company in
      accordance with Section 2.03 of this Subordinated Debt Indenture with respect
      to
      such additional Securities. 

    20

    

    
    

    ARTICLE THREE

    REDEMPTION OF SECURITIES;
      SINKING FUNDS; REPAYMENT AT THE
OPTION OF THE HOLDER 

              Section 3.01. Applicability
      of Article. The provisions of this Article
      Three shall be
      applicable, as the case may be, (i) to any Securities which are redeemable
      or
      subject to repayment at the option of the holder before their maturity and
      (ii)
      to any sinking fund for the retirement of any Securities, in either case except
      as otherwise specified as contemplated by Section 2.02 for any Tranche of
      Securities. 

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

              Section 3.02. Notice
      of Redemption; Selection of
      Securities. In case the Company
      shall desire to exercise any right to redeem all, or, as the case may be, any
      part of, the Securities of any Tranche in accordance with their terms, it shall
      fix a date for redemption. Notice of redemption to the holders of Registered
      Securities of any Tranche to be redeemed as a whole or in part at the option
      of
      the Company shall be given by mailing notice of such redemption by first class
      mail, postage prepaid, at least 30 days and not more than 60 days prior to
      the
      date fixed for redemption to such holders at their last addresses as they shall
      appear upon the registry books of the Company and to the Trustee. Notices of
      redemption to be sent to the holders of Global Series Notes that are Registered
      Securities shall be sent only to the holders of those Global Series Notes to
      be
      redeemed. Notice of redemption to the holders of Unregistered Securities to
      be
      redeemed as a whole or in part who have filed their names and addresses with
      the
      Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 shall
      be given by mailing notice of such redemption, by first class mail, postage
      prepaid, at least 30 days and not more than 60 days prior to the date fixed
      for
      redemption, to such holders at such addresses as were so furnished to the
      Trustee (and, in the case of any such notice given by the Company, the Trustee
      shall make such information available to the Company for such purpose). Notice
      of redemption to all other holders of Unregistered Securities shall be published
      in an Authorized Newspaper in the Borough of Manhattan, The City of New York,
      in
      an Authorized Newspaper in London and, if any such Unregistered Securities
      are
      listed on the Luxembourg Stock Exchange, in an Authorized Newspaper in
      Luxembourg, in each case, once in each of three successive calendar weeks,
      the
      first publication to be not less than 30 nor more than 60 days prior to the
      date
      fixed for redemption. Any notice if given in the manner herein provided shall
      be
      conclusively presumed to have been duly given, whether or not the holder
      receives such notice. In any case, failure to give notice or any defect in
      the
      notice to the holder of any Security of a Tranche designated for redemption
      as a
      whole or in part shall not affect the validity of the proceedings for the
      redemption of any other Security of such Tranche. 

              Each such notice of redemption shall specify
      the date
      fixed for redemption, the redemption price at which the Securities of such
      Tranche are to be redeemed, the place or places of payment, that payment will
      be
      made upon presentation and surrender of such Securities and, in the case of
      Securities issued with Coupons, of all Coupons appertaining thereto maturing
      after 

    21

    

    
    

    the date fixed for redemption, that any
      interest accrued to the date fixed for redemption will be paid as specified
      in
      said notice, and that on and after said date any interest thereon or on the
      portions thereof to be redeemed will cease to accrue. If less than all the
      Securities of a Tranche are to be redeemed, the notice of redemption shall
      specify the number or numbers of the Securities to be redeemed. In case any
      Security is to be redeemed in part only, the notice of redemption shall state
      the portion of the principal amount thereof to be redeemed and shall state
      that
      on and after the date fixed for redemption, upon surrender of such Security,
      a
      new Security or Securities of the same Tranche in principal amount equal to
      the
      unredeemed portion thereof, together with any unmatured Coupons appertaining
      thereto, will be issued. 

              Prior to the redemption date specified
      in the notice
      of redemption given as provided in this Section 3.02, the Company will deposit
      with the Trustee or with one or more paying agents (or if the Company is acting
      as its own paying agent, shall segregate and hold in trust as provided in
      Section 4.05) an amount of money sufficient to redeem on the redemption date
      all
      the Securities or portions thereof so called for redemption, together with
      accrued interest to the date fixed for redemption. If less than all the
      Securities of a Tranche are to be redeemed, the Company will give the Trustee
      notice not less than 60 days prior to the redemption date as to the aggregate
      principal amount of Securities of such Tranche to be redeemed, and the Trustee
      shall select or cause to be selected, in such manner as in its sole discretion
      it shall deem appropriate and fair, the Securities or portions thereof to be
      redeemed. Securities of a Tranche may be redeemed in part only in multiples
      of
      the smallest authorized denomination of that Tranche. 

              Section 3.03. Payment
      of Securities Called for
      Redemption. If notice of redemption
      has been given as provided in Section 3.02 or 3.05, the Securities or portions
      of Securities of the Tranche with respect to which such notice has been given
      shall become due and payable on the date and at the place or places stated
      in
      such notice at the applicable redemption price, together with any interest
      accrued to the date fixed for redemption, and on and after said date (unless
      the
      Company shall default in the payment of such Securities or portions of such
      Securities, together with any interest accrued to said date) any interest on
      the
      Securities or portions of Securities of such Tranche so called for redemption
      shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto
      shall be void. On presentation and surrender of such Securities at a place
      of
      payment in said notice specified, together with all Coupons, if any,
      appertaining thereto maturing after the date fixed for redemption, the said
      Securities or the specified portions thereof shall be paid and redeemed by
      the
      Company at the applicable redemption price, together with any interest accrued
      thereon to the date fixed for redemption; provided,
      however,
      that payment of interest becoming due on or prior
      to the date fixed for redemption shall be payable in the case of Securities
      with
      Coupons attached thereto, to the holders of the Coupons for such interest upon
      surrender thereof, and in the case of Registered Securities, to the Holders
      of
      such Registered Securities registered as such on the relevant record date
      subject to the terms and provisions of Sections 2.02 and 2.04. 

              If any Security issued with Coupons is
      surrendered
      for redemption and is not accompanied by all appurtenant Coupons maturing after
      the date fixed for redemption and all matured Coupons, if any, then in default,
      the surrender of such missing Coupon or Coupons may be waived by the Company
      and
      the Trustee, if there be furnished to each of them such security or indemnity
      as
      they may require to save each of them harmless. 

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              Upon presentation of any Security redeemed
      in part
      only, the Company shall execute and the Trustee shall authenticate and deliver
      to the holder thereof, at the expense of the Company, a new Security or
      Securities of the same Tranche, of authorized denominations, together with
      all
      unmatured Coupons, if any, and all matured Coupons, if any, then in default
      appertaining thereto, in aggregate principal amount equal to the unredeemed
      portion of the Security so presented. 

              Section 3.04. Satisfaction
      of Mandatory Sinking Fund Payments with
      Securities. In lieu of making all or
      any part of any mandatory sinking fund payment with respect to any Securities
      in
      cash, the Company may at its option (a) deliver to the Trustee Securities,
      together with all unmatured Coupons, if any, appertaining thereto, of the same
      Tranche theretofore purchased or otherwise acquired by the Company or (b)
      receive credit for the principal amount of Securities of the same Tranche which
      have been redeemed either at the election of the Company pursuant to the terms
      of such Securities or through the application of permitted optional sinking
      fund
      payments pursuant to the terms of such Securities; provided
      that such Securities have not previously been so credited. Such Securities
      shall
      be received and credited for such purpose by the Trustee at the redemption
      price
      specified in such Securities for redemption through operation of the sinking
      fund and the amount of such mandatory sinking fund payment shall be reduced
      accordingly. 

              Section 3.05. Redemption
      of Securities for Sinking
      Fund. Not less than 60 days prior
      to
      each sinking fund payment date for any Securities, the Company will deliver
      to
      the Trustee a certificate signed by the Senior Vice President-Corporate Treasury
      and Global Funding Operation or any Assistant Treasurer of the Company
      specifying the amount of the next ensuing sinking fund payment for such
      Securities pursuant to the terms thereof, the portion thereof, if any, which
      is
      to be satisfied by payment of cash (which cash may be deposited with the Trustee
      or with one or more paying agents, or if the Company is acting as its own paying
      agent, segregated and held in trust as provided in Section 4.04) and the portion
      thereof, if any, which is to be satisfied by delivering and crediting Securities
      of the same Tranche pursuant to Section 3.04 (which Securities, if not
      theretofore delivered, will accompany such certificate) and whether the Company
      intends to exercise its right to make a permitted optional sinking fund payment
      with respect to such Securities. Such certificate shall also state that no
      Event
      of Default has occurred and is continuing with respect to such Securities.
      Such
      certificate shall be irrevocable and, upon its delivery, the Company shall
      be
      obligated to make the cash payment or payments therein referred to, if any,
      on
      or before the next succeeding sinking fund payment date. In the case of the
      failure of the Company to deliver such certificate (or to deliver the Securities
      specified in this paragraph), the sinking fund payment due on the next
      succeeding sinking fund payment date for such Securities shall be paid entirely
      in cash and shall be sufficient to redeem the principal amount of such
      Securities subject to a mandatory sinking fund payment without the option to
      deliver or credit Securities as provided in Section 3.04 and without the right
      to make any optional sinking fund payment, if any, with respect to such
      Securities. 

              Any sinking fund payment or payments (mandatory
      or
      optional) made in cash plus any unused balance of any preceding sinking fund
      payments made in cash which, in the aggregate, shall equal or exceed 100,000
      units of the Specified Currency with respect to the particular Tranche (or
      a
      lesser sum if the Company shall so request or determine) with respect to any
      Securities shall be applied by the Trustee (or by the Company if the Company
      is
      acting as its 

    23

    

    
    

    own paying agent) on the sinking fund
      payment date on which such payment is made (or, if such payment is made before
      a
      sinking fund payment date, on the next sinking fund payment date following
      the
      date of such payment) to the redemption of such Securities at the redemption
      price specified in such Securities for operation of the sinking fund together
      with accrued interest, if any, to the date fixed for redemption. Any sinking
      fund moneys not so applied or allocated by the Trustee (or by the Company if
      the
      Company is acting as its own paying agent) to the redemption of Securities
      shall
      be added to the next cash sinking fund payment received by the Trustee (or
      if
      the Company is acting as its own paying agent, segregated and held in trust
      as
      provided in Section 4.04) for such Securities and, together with such payment
      (or such amount so segregated), shall be applied in accordance with the
      provisions of this Section 3.05. Any and all sinking fund moneys with respect
      to
      any Securities held by the Trustee (or if the Company is acting as its own
      paying agent, segregated and held in trust as provided in Section 4.04) on
      the
      last sinking fund payment date with respect to such Securities and not held
      for
      the payment or redemption of particular Securities of such Tranche shall be
      applied by the Trustee (or by the Company if the Company is acting as its own
      paying agent), together with other moneys, if necessary, to be deposited (or
      segregated) sufficient for the purpose, to the payment of the principal of
      the
      Securities of that Tranche at maturity. 

              The Trustee shall select or cause to be
      selected the
      Securities to be redeemed upon such sinking fund payment date in the manner
      specified in the last paragraph of Section 3.02 and the Company shall cause
      notice of the redemption thereof to be given in the manner provided in Section
      3.02 except that the notice of redemption shall also state that the Securities
      are being redeemed by operation of the sinking fund. Such notice having been
      duly given, the redemption of such Securities shall be made upon the terms
      and
      in the manner stated in Section 3.03. 

              On or before each sinking fund payment
      date, the
      Company shall pay to the Trustee in cash (or if the Company is acting as its
      own
      paying agent, shall segregate and hold in trust as provided in Section 4.04)
      a
      sum equal to any interest accrued to the date fixed for redemption of Securities
      or portions thereof to be redeemed on such sinking fund payment date pursuant
      to
      this Section 3.05. 

              Neither the Trustee nor the Company shall
      redeem any
      Securities with sinking fund moneys or give any notice of redemption of such
      Securities by operation of the sinking fund for such Tranche during the
      continuance of a default in payment of interest, if any, on such Securities
      or
      of any Event of Default (other than an Event of Default occurring as a
      consequence of this paragraph) with respect to such Securities, except that
      if
      the notice of redemption of any such Securities shall theretofore have been
      given in accordance with the provisions hereof, the Trustee (or the Company
      if
      the Company is acting as its own paying agent) shall redeem such Securities
      if
      cash sufficient for that purpose shall be deposited with the Trustee (or
      segregated by the Company) for that purpose in accordance with the terms of
      this
      Article Three. Except as aforesaid, any moneys in the sinking fund for such
      Securities at the time when any such default or Event of Default shall occur
      and
      any moneys thereafter paid into such sinking fund shall, during the continuance
      of such default or Event of Default, be held as security for the payment of
      such
      Securities; provided,
however,
      that in case such default or Event of Default shall have been cured or waived
      as
      provided herein, such moneys shall thereafter be applied on the next sinking
      fund payment date for such Securities to which such moneys may be applied
      pursuant to the provisions of this Section 3.05. 

    24

    

    
    

              Section 3.06. Repayment
      at the Option of the Holder. Any Tranche of Securities may
      be made, by provision
      contained in or established pursuant to a supplemental indenture or a resolution
      of the Board of Directors pursuant to Section 2.02, subject to repayment, in
      whole or in part, at the option of the holder on a date or dates specified
      prior
      to maturity, at a price equal to 100% of the principal amount thereof, together
      with accrued interest to the date of repayment or, in the case of Original
      Issue
      Discount Securities, at a price equal to 100% of the accreted principal amount
      thereof to the date of such repayment, on such notice as may be required;
provided,
however,
      that the holder of a Security may only elect partial repayment in an amount
      that
      will result in the portion of such Security that will remain Outstanding after
      such repayment constituting an authorized denomination, or combination thereof,
      of such Securities. 

    ARTICLE FOUR

    PARTICULAR COVENANTS OF
      THE
      COMPANY 

              Section 4.01. Payment
      of Principal, Premium and
      Interest. The Company covenants and
      agrees for the benefit of all holders of Securities issued hereunder that it
      will duly and punctually pay or cause to be paid the principal of, premium,
      if
      any, and interest, if any, on all such Securities (for all purposes herein,
      references to interest shall include any additional amounts payable pursuant
      to
      the terms of such Securities) at the places, at the respective times and in
      the
      manner provided in such Securities, in the Coupons, if any, appertaining
      thereto, and in this Subordinated Debt Indenture. The interest on Securities
      issued with Coupons (together with any additional amounts payable pursuant
      to
      the terms of such Securities) shall be payable only upon presentation and
      surrender of the several Coupons for such interest installments as are evidenced
      thereby as they severally mature. If any temporary Unregistered Security
      provides that interest thereon may be paid while such Security is in temporary
      form, the interest on any such temporary Unregistered Security (together with
      any additional amounts payable pursuant to the terms of such Security) shall
      be
      paid, as to the installments of interest evidenced by Coupons attached thereto,
      if any, only upon presentation and surrender thereof, and, as to the other
      installments of interest, if any, only upon presentation of such Securities
      for
      notation thereon of the payment of such interest, in each case subject to any
      restrictions that may be established pursuant to Section 2.02. 

              Section 4.02. Offices
      for Notices and Payments, etc.
As long as any Registered Securities
      remain Outstanding hereunder, the Company will designate and maintain in the
      Borough of Manhattan, The City of New York an office or agency where such
      Registered Securities may be presented for payment, and where such Securities
      may be presented for registration of transfer and for exchange as in this
      Subordinated Debt Indenture provided. 

              The Company will maintain one or more offices
      or
      agencies in a city or cities located outside the United States (including any
      city in which such an agency is required to be maintained under the rules of
      any
      stock exchange on which any of the Securities are listed) where any Unregistered
      Securities issued hereunder and Coupons, if any, appertaining thereto may be
      presented for payment. No payment on any Unregistered Security or Coupon will
      be
      made upon presentation of such Unregistered Security or Coupon at an agency
      of
      the Company within the United States nor will any payment be made by transfer
      to
      an account in, or by check 

    25

    

    
    

    mailed to an address in, the United States
      unless pursuant to applicable United States laws and regulations then in effect
      such payment can be made without adverse consequences to the Company.
      Notwithstanding the foregoing, payments in Dollars on Unregistered Securities
      and Coupons appertaining thereto may be made at an agency of the Company
      maintained in the Borough of Manhattan, The City of New York if such payment
      in
      Dollars at each agency maintained by the Company outside the United States
      for
      payment on such Unregistered Securities is illegal or effectively precluded
      by
      exchange controls or other similar restrictions. 

              Interest on Registered Securities may at
      the option
      of the Company be paid by check mailed to the Persons entitled thereto at their
      respective addresses as such appear on the registry books of the Company, or,
      at
      the option of any holder of $5,000,000 or more aggregate principal amount of
      Registered Securities of any Tranche and subject to applicable laws and
      regulations (or the equivalent thereof in a Specified Currency), be made by
      wire
      transfer to an account denominated in the currency in which such payment is
      to
      be made, maintained by such holder, if appropriate wire transfer instructions
      have been received by the Company or its agent not less than fifteen days prior
      to the applicable interest payment date. 

              Interest on Unregistered Securities and
      the Coupons
      appertaining thereto shall be made upon presentation of such Securities or
      Coupons, subject to applicable laws and regulations, at the designated offices
      of such paying agents outside of the United States as the Company may designate
      from time to time. Payments on Unregistered Securities or the Coupons
      appertaining thereto will, upon presentation of such Securities or Coupons,
      at
      the holder's option and subject to applicable laws and regulations, be made
      by
      check or by wire transfer to an account denominated in the currency in which
      such payment is to be made, maintained by such holder with a bank outside the
      United States, if appropriate wire transfer instructions have been received
      by
      the Company or its agent not less than fifteen days prior to the applicable
      interest payment date. 

              The Company will maintain in the Borough
      of
      Manhattan, The City of New York an office or agency where notices and demands
      to
      or upon the Company in respect of any Securities issued hereunder, the Coupons
      appertaining thereto or this Subordinated Debt Indenture may be served.


              The Company may from time to time designate
      one or
      more additional offices or agencies where Securities and any Coupons
      appertaining thereto may be presented for payment, where Securities may be
      presented for exchange as provided in this Subordinated Debt Indenture and
      pursuant to Section 2.02 and where Registered Securities may be presented for
      registration of transfer as in this Subordinated Debt Indenture provided, and
      the Company may from time to time rescind any such designation, as the Company
      may deem desirable or expedient; provided,
      however,
      that no such designation or rescission shall in any
      manner relieve the Company of its obligation to maintain the agencies provided
      for in this Section 4.02. The Company will give to the Trustee prompt written
      notice of any such designation or rescission thereof. 

              The Company will give to the Trustee written
      notice
      of the location of each such office or agency and of any change of location
      thereof. In case the Company shall fail to maintain any such office or agency
      in
      the Borough of Manhattan, The City of New York or shall 

    26

    

    
    

    fail to give such notice of the location
      or
      of any change in the location thereof, presentations and demands may be made
      and
      notices may be served at the principal office of the Trustee. 

              The Company hereby designates the office
      of the
      Company located at 335 Madison Avenue, New York, New York 10017 as the office
      or
      agency of the Company in the Borough of Manhattan, The City of New York where
      Registered Securities may be presented for payment, for registration of transfer
      and for exchange as in this Subordinated Debt Indenture provided and where
      notices and demands to or upon the Company in respect of the Securities or
      of
      this Subordinated Debt Indenture may be served. The Company also designates
      the
      office of the Company located at 260 Long Ridge Road, Stamford, Connecticut
      06927 as the office or agency of the Company as the repository pursuant to
      Section 2.06 for the master list of the names and addresses of the holders
      of
      Securities. 

              Section 4.03. Appointments
      to Fill Vacancies in Trustee's
      Office. The Company, whenever
      necessary to avoid or fill a vacancy in the office of Trustee, will appoint,
      in
      the manner provided in Section 7.10, a successor Trustee, so that there shall
      at
      all times be a Trustee with respect to all Securities issued hereunder.


              Section 4.04. Provision
      as to Paying Agent. (a) If the Company shall appoint
      a paying agent
      other than the Trustee with respect to the Securities of any Tranche, it will
      cause such paying agent to execute and deliver to the Trustee an instrument
      in
      which such agent shall agree with the Trustee, subject to the provisions of
      this
      Section 4.04, 

    	          (1) that it will hold all sums held
        by it as such
        agent for the payment of the principal of, premium, if any, or interest,
        if
        any, on such Securities (whether such sums have been paid to it by the Company
        or by any other obligor on such Securities) in trust for the benefit of the
        holders of such Securities, or the Coupons appertaining thereto, if any;
        


    	          (2) that it will give the Trustee prompt
        notice of
        any failure by the Company (or by any other obligor on such Securities) to
        make any payment of the principal of, premium, if any, or interest, if any,
        on
        such Securities when the same shall be due and payable; and 


    	          (3) that at any time during the continuance
        of any
        failure by the Company (or by any other obligor on such Securities) specified
        in the preceding paragraph (2), such paying agent will, upon the written
        request of the Trustee, forthwith pay to the Trustee all sums so held in
        trust
        by it.


              (b) If the Company shall act as its own
      paying agent
      with respect to the Securities of any Tranche, it will, on or before each due
      date of the principal of, premium, if any, or interest, if any, on such
      Securities, set aside, segregate and hold in trust for the benefit of the
      holders of such Securities or the Coupons appertaining thereto, if any, a sum
      sufficient to pay such principal, premium, if any, or interest, if any, so
      becoming due and will promptly notify the Trustee of any failure to take such
      action and of any failure by the Company (or by any other obligor on such
      Securities) to make any payment of the principal of, premium, if any, or
      interest, if any, on such Securities when the same shall become due and payable.
      

    27

    

    
    

              (c) Anything in this Section 4.04 to the
      contrary
      notwithstanding, the Company may, at any time, for the purpose of obtaining
      a
      satisfaction and discharge of this Subordinated Debt Indenture, or for any
      other
      reason, pay or cause to be paid to the Trustee all sums held in trust by it,
      or
      any paying agent hereunder, as required by this Section 4.04, such sums to
      be
      held by the Trustee upon the trusts herein contained. 

              (d) Anything in this Section 4.04 to the
      contrary
      notwithstanding, the agreement to hold sums in trust as provided in this Section
      4.04 is subject to Sections 12.03 and 12.04. 

              (e) Whenever the Company shall have one
      or more
      paying agents with respect to the Securities of any Tranche, it will, prior
      to
      each due date of the principal of, premium, if any, or interest, if any, on
      the
      Securities of such Tranche, deposit with a designated paying agent a sum
      sufficient to pay the principal, premium, if any, and interest, if any, so
      becoming due, such sum to be held in trust for the benefit of the Persons
      entitled to such principal, premium, if any, or interest, if any, and (unless
      such paying agent is the Trustee) the Company will promptly notify the Trustee
      of any failure so to act. 

              Section 4.05. Statement
      as to Compliance. The Company will furnish to
      the Trustee on or
      before June 1 in each year (beginning with the first June 1 which is not less
      than 60 days following the first date of issuance of any Tranche of Securities
      under this Subordinated Debt Indenture) a brief certificate (which need not
      comply with Section 15.05) from the principal executive, financial or accounting
      officer of the Company stating that in the course of the performance by the
      signer of his duties as an officer of the Company he would normally have
      knowledge of any default or non-compliance by the Company in the performance
      of
      any covenants or conditions contained in this Indenture, stating whether or
      not
      he has knowledge of any such default or non-compliance and, if so, specifying
      each such default or non-compliance of which the signer has knowledge and the
      nature thereof. 

    ARTICLE FIVE

    SECURITYHOLDER LISTS AND
      REPORTS BY THE COMPANY AND THE TRUSTEE 

              Section 5.01. Securityholder
      Lists. If and so long as the Trustee
      shall not be the
      Security registrar for any Tranche of Registered Securities, the Company will
      furnish or cause to be furnished to the Trustee with respect to each Tranche
      of
      Registered Securities issued hereunder a list in such form as the Trustee may
      reasonably require of the names and addresses of the holders of Registered
      Securities of such Tranche pursuant to Section 312 of the Trust Indenture Act
      of
      1939 (a) semiannually not more than 15 days after each record date for the
      payment of interest in respect of the Registered Securities of such Tranche,
      as
      of such record date, and on dates to be determined pursuant to Section 2.02
      for
      each Tranche of non-interest bearing Registered Securities in each year and
      (b)
      at such other times as the Trustee may request in writing, within 30 days after
      receipt by the Company of any such request, as of a date not more than 15 days
      prior to the time such information is furnished. 

    28

    

    
    

              Section 5.02. Reports
      by the Company. The Company covenants to file
      with the Trustee,
      within 15 days after the Company is required to file the same with the
      Securities and Exchange Commission, copies of the annual reports and of the
      information, documents and other reports that the Company may be required to
      file with the Securities and Exchange Commission pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section
      314
      of the Trust Indenture Act of 1939. 

              Section 5.03. Reports
      by the Trustee. Any Trustee's report required
      under Section 313(a)
      of the Trust Indenture Act of 1939 shall be transmitted on or before May 15
      in
      each year beginning May 15, 2006, as provided in Section 313(c) of the Trust
      Indenture Act of 1939, so long as any Securities are Outstanding hereunder,
      and
      shall be dated as of a date convenient to the Trustee no more than 60 days
      prior
      thereto. 

    ARTICLE SIX

    EVENTS OF DEFAULT; REMEDIES
      OF
      THE TRUSTEE AND SECURITYHOLDER 

              Section 6.01. Events
      of Default. The term "Event of Default"
      whenever used herein
      with respect to Securities of any series means any one of the following events
      and such other events as may be established with respect to the Securities
      of
      such series as contemplated by Section 2.02, continued for the period of time,
      if any, and after the giving of notice, if any, designated in this Subordinated
      Debt Indenture or as may be established with respect to such Securities as
      contemplated by Section 2.02, as the case may be, unless it is either
      inapplicable or is specifically deleted or modified in the applicable resolution
      of the Board of Directors or in the supplemental indenture under which such
      series of Securities is issued, as the case may be, as contemplated by Section
      2.02: 

    	          (a) default in the payment of any installment
        of
        interest upon any Security of such series as and when the same shall become
        due and payable, and continuance of such default for a period of 30 days;
        or
        


    	          (b) default in the payment of the principal
        of, or
        premium, if any, on any Security of such series as and when the same shall
        become due and payable whether at maturity, upon redemption, by declaration,
        repayment or otherwise; or 


    	          (c) default in the making or satisfaction
        of any
        sinking fund payment or analogous obligation as and when the same shall become
        due and payable by the terms of the Securities of such series; or



    	          (d) a decree or order by a court having
        jurisdiction in the premises shall have been entered adjudging the Company
        a
        bankrupt or insolvent, or approving as properly filed a petition seeking
        reorganization of the Company under the Federal Bankruptcy Code or any other
        similar applicable Federal or State law, and such decree and order shall
        have
        continued undischarged and unstayed for a period of 60 days; or a decree
        or
        order of a court having jurisdiction in the premises for the appointment
        of a
        receiver or liquidator or trustee or assignee (or other similar official)
        in
        bankruptcy or insolvency of the 


    29

    

    
    

    	Company or of all or substantially all
        of
        its property, or for the winding up or liquidation of its affairs, shall
        have
        been entered, and such decree or order shall have continued undischarged
        and
        unstayed for a period of 60 days; or 


    	          (e) the Company shall institute proceedings
        to be
        adjudicated a voluntary bankrupt, or shall consent to the filing of a
        bankruptcy proceeding against it, or shall file a petition or answer or
        consent seeking reorganization under the Federal Bankruptcy Code or any other
        similar applicable Federal or State law, or shall consent to the filing of
        any
        such petition, or shall consent to the appointment of a receiver or liquidator
        or trustee or assignee (or other similar official) in bankruptcy or insolvency
        of it or of all or substantially all of its property, or shall make an
        assignment for the benefit of creditors, or shall admit in writing its
        inability to pay its debts generally as they become due; or 


    	          (f) any other Event or Default provided
        in the
        applicable resolution of the Board of Directors or in the supplemental
        indenture under which such series of Securities is issued, as the case may
        be,
        as contemplated by Section 2.02. 


              If an Event of Default as described in
      subsections
      (d) or (e) above (each, an ?Acceleration Default?) with respect to Securities
      of
      any series at the time Outstanding occurs and is continuing, then and in each
      and every case, unless the principal of all of the Securities of such series
      shall have already become due and payable, either the Trustee or the holders
      of
      not less than twenty-five percent in aggregate principal amount of the
      Securities of such series then Outstanding hereunder, by notice in writing
      to
      the Company (and to the Trustee if given by Securityholders of such series),
      may
      declare the principal amount (or, if the Securities of such series are Original
      Issue Discount Securities, such portion of the principal amount as may be
      specified in the certificates evidencing the Securities of such series) of
      all
      the Securities of such series to be due and payable immediately, and upon any
      such declaration the same shall become and shall be immediately due and payable,
      anything in this Subordinated Debt Indenture or in such Securities contained
      to
      the contrary notwithstanding. This provision, however, is subject to the
      condition that if, at any time after the principal amount (or, if such
      Securities are Original Issue Discount Securities, such portion of the principal
      amount as may be specified in the certificates evidencing the Securities of
      such
      series) of the Securities of any series shall have been so declared due and
      payable, and before any judgment or decree for the payment of the moneys due
      shall have been obtained or entered as hereinafter provided, the Company shall
      pay or shall deposit with the Trustee a sum sufficient to pay all matured
      installments of interest, if any, upon all such Securities and the principal
      of,
      and premium, if any, on any and all such Securities which shall have become
      due
      otherwise than by acceleration (with interest on overdue installments of
      interest (to the extent that payment of such interest is enforceable under
      applicable law) and on such principal at the Overdue Rate applicable to such
      series, to the date of such payment or deposit) and all amounts payable to
      the
      Trustee pursuant to the provisions of Section 7.06, and any and all failures
      by
      the Company to perform its covenants and agreements under this Subordinated
      Debt
      Indenture with respect to such series of Securities, other than the nonpayment
      of principal of and accrued interest on such Securities which shall have become
      due solely by acceleration, shall have been remedied or cured or waived or
      provision shall have been made therefor to the satisfaction of the Trustee
      --
      then and in every such case the holders of a majority in aggregate principal
      amount of the Securities of such series then Outstanding, by written notice
      to
      the Company and to the Trustee, may waive all such defaults with respect to
      

    30

    

    
    

    such series and rescind and annul such
      declaration and its consequences; but no such waiver or rescission and annulment
      shall extend to or shall affect any subsequent default or shall impair any
      right
      consequent thereon.

              In case the Trustee shall have proceeded
      to enforce
      any right under this Subordinated Debt Indenture and such proceedings shall
      have
      been discontinued or abandoned because of such rescission or annulment or for
      any other reason or shall have been determined adversely to the Trustee, then
      and in every such case the Company and the Trustee shall be restored
      respectively to their several positions and rights hereunder, and all rights,
      remedies and powers of the Company and the Trustee shall continue as though
      no
      such proceedings had been taken. 

              Section 6.02. Payment
      of Securities on Default; Suit
      Therefor. The Company covenants that
      (a) in case default shall be made in the payment of any installment of interest
      upon any Security as and when the same shall become due and payable, and such
      default shall have continued for a period of 30 days, (b) in case default shall
      be made in the payment of the principal of, or premium, if any, on any Security
      as and when the same shall become due and payable, whether at maturity of such
      Security or upon redemption or by declaration, repayment or otherwise or (c)
      in
      case of default in the making or satisfaction of any sinking fund payment or
      analogous obligation when the same becomes due by the terms of the Securities
      of
      any series - then, upon demand of the Trustee, the Company will pay to the
      Trustee, for the benefit of the holder of any such Security (or holders of
      any
      series of Securities in the case of clause (c) above) the whole amount that
      then
      shall have become due and payable on any such Security (or Securities of any
      such series in the case of clause (c) above) for principal, premium, if any,
      and
      interest, if any, with interest upon the overdue principal and premium, if
      any,
      and (to the extent that payment of such interest is enforceable under applicable
      law) upon the overdue installments of interest, if any, at the Overdue Rate
      applicable to any such Security (or Securities of any such series in the case
      of
      clause (c) above); and, in addition thereto, such further amount as shall be
      sufficient to cover costs and expenses of collection, and any further amounts
      payable to the Trustee pursuant to the provisions of Section 7.06. Nothing
      in
      this paragraph shall permit any acceleration of amounts scheduled to become
      due
      and payable other than as provided in Section 6.01. 

              In case the Company shall fail forthwith
      to pay such
      amounts upon such demand, the Trustee, in its own name and as trustee of an
      express trust, shall be entitled and empowered to institute any actions or
      proceedings at law or in equity for the collection of the sums so due and
      unpaid, and may prosecute any such action or proceeding to judgment or final
      decree, and may enforce any such judgment or final decree against the Company
      or
      any other obligor upon such Securities and collect in the manner provided by
      law
      out of the property of the Company or any other obligor on such Securities
      wherever situated the moneys adjudged or decreed to be payable. 

              In case there shall be pending proceedings
      for the
      bankruptcy or for the reorganization of the Company or any other obligor on
      the
      Securities of any series under the Federal Bankruptcy Code or any other similar
      applicable Federal or State law, or in case a receiver or trustee (or other
      similar official) shall have been appointed for the property of the Company
      or
      such other obligor, or in the case of any other similar judicial proceedings
      relative 

    31

    

    
    

    to the Company or other obligor on any
      Securities, or to the creditors or property of the Company or such other
      obligor, the Trustee, irrespective of whether the principal of any 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
      pursuant to the provisions of this Section 6.02, shall be entitled and
      empowered, by intervention in such proceedings or otherwise, to file and prove
      a
      claim or claims for the whole amount of principal (or, if any Securities are
      Original Issue Discount Securities, such portion of the principal amount as
      may
      be due and payable with respect to such Securities pursuant to a declaration
      in
      accordance with Section 6.01), premium, if any, and interest, if any, owing
      and
      unpaid in respect of any Securities and, in the case of any judicial
      proceedings, to file such proofs of claim and other papers or documents as
      may
      be necessary or advisable in order to have the claims of the Trustee and of
      the
      Securityholders allowed in such judicial proceedings relative to the Company
      or
      any other obligor on any Securities, its or their creditors, or its or their
      property, and to collect and receive any moneys or other property payable or
      deliverable on any such claims, and to distribute the same after the deduction
      of costs and expenses of collection, and any further amounts payable to the
      Trustee pursuant to the provisions of Section 7.06 and incurred by it up to
      the
      date of such distribution; and any receiver, assignee or trustee (or other
      similar official) in bankruptcy or reorganization is hereby authorized by each
      of the Securityholders 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
      Securityholders, to pay to the Trustee costs and expenses of collection and
      any
      further amounts payable to the Trustee pursuant to the provisions of Section
      7.06 and incurred by it up to the date of such distribution.

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

              All rights of action and of asserting claims
      under
      this Subordinated Debt Indenture, or under any Securities or Coupons
      appertaining to such Securities, may be enforced by the Trustee without the
      possession of such Securities or Coupons or the production thereof in any trial
      or other proceeding relative thereto, and any such suit or proceeding instituted
      by the Trustee shall be brought in its own name as trustee of an express trust,
      and any recovery of judgment shall be for the ratable benefit of the holders
      of
      the Securities or Coupons appertaining to such Securities in respect of which
      such action was taken. In any proceedings brought by the Trustee (and also
      any
      proceedings in which a declaratory judgment of a court may be sought as to
      the
      interpretation or construction of any provision of this Subordinated Debt
      Indenture, to which the Trustee shall be a party), the Trustee shall be held
      to
      represent all the holders of the Securities or Coupons appertaining to such
      Securities to which such proceedings relate, and it shall not be necessary
      to
      make any holders of such Securities or Coupons appertaining to such Securities
      parties to any such proceedings. 

              Section 6.03. Application
      of Moneys Collected by
      Trustee. Any moneys collected by the
      Trustee pursuant to this Article Six shall be applied in the order following,
      at
      the date or dates fixed by the Trustee for the distribution of such moneys,
      upon
      presentation of the several Securities and Coupons appertaining to such
      Securities in respect of which moneys have 

    32

    

    
    

    been collected, 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 pursuant to the provisions of Section 7.06; 


    	          SECOND: Subject to Article Fourteen,
        in case the
        principal of the Outstanding Securities in respect of which such moneys have
        been collected shall not have become due (at maturity, upon redemption, by
        declaration, repayment or otherwise) and be unpaid, to the payment of
        interest, if any, on such Securities, in the order of the maturity of the
        installments of such interest, with interest (to the extent that such interest
        has been collected by Trustee) upon the overdue installments of interest
        at
        the Overdue Rate applicable to such Securities, such payments to be made
        ratably to the Persons entitled thereto; 


    	          THIRD: Subject to Article Fourteen,
        in case the
        principal of the Outstanding Securities in respect of which such moneys have
        been collected shall have become due (at maturity, upon redemption, by
        declaration, repayment or otherwise), to the payment of the whole amount
        then
        owing and unpaid upon such Securities for principal, premium, if any, and
        interest, if any, with interest on the overdue principal, premium, if any,
        and
        (to the extent that such interest has been collected by the Trustee) overdue
        installments of interest, if any, at the Overdue Rate applicable to such
        Securities; and in case such moneys shall be insufficient to pay in full
        the
        whole amounts so due and unpaid upon such Securities, then to the payment
        of
        such principal, premium, if any, and interest, if any, without preference
        or
        priority of principal and premium, if any, over interest, if any, or of
        interest, if any, over principal, and premium, if any, or of any installment
        of interest, if any, over any other installment of interest, if any, or of
        any
        such Security over any other such Security, ratably to the aggregate of such
        principal, premium, if any, and accrued and unpaid interest, if any; and
        


    	          FOURTH: To the payment of the remainder,
        if any, to
        the Company, its successors or assigns, or to whosoever may be lawfully
        entitled to receive the same, or as a court of competent jurisdiction may
        direct. 


              Section 6.04. Proceedings
      by Securityholders. No holder of any Security or
      of any Coupon
      appertaining thereto shall have any right by virtue of or by availing of any
      provision of this Subordinated Debt Indenture to institute any suit, action
      or
      proceeding to the extent lawful in equity or at law upon or under or with
      respect to this Subordinated Debt Indenture or for the appointment of a receiver
      or trustee (or other similar official), or for any other remedy hereunder,
      unless such holder previously shall have given to the Trustee written notice
      of
      the failure by the Company to perform its covenants and agreements under this
      Subordinated Debt Indenture with respect to such series of Securities and of
      the
      continuance thereof, as hereinbefore provided,
      and unless also the holders of not less than twenty-five percent in aggregate
      principal amount of the Securities of such series then Outstanding shall have
      made written request upon the Trustee to institute such action, suit or
      proceeding in its own name as Trustee hereunder and shall have offered to the
      Trustee such reasonable indemnity as it may require against the costs, expenses
      and liabilities to be incurred therein or thereby, and the Trustee for 60 days
      after its receipt of 

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    such notice, request and offer of indemnity,
      shall have neglected or refused to institute any such action, suit or
      proceeding, it being understood and intended, and being expressly covenanted
      by
      the taker and holder of every Security or Coupon with every other taker and
      holder and the Trustee, that no one or more holders of Securities of such series
      or Coupons appertaining to such Securities shall have any right in any manner
      whatever by virtue of or by availing of any provision of this Subordinated
      Debt
      Indenture to affect, disturb or prejudice the rights of any other holder of
      Securities of such series or Coupons appertaining to such Securities, or to
      obtain or seek to obtain priority over or preference to any other such holder
      or
      to enforce any right under this Subordinated Debt Indenture, except in the
      matter herein provided and for the equal, ratable and common benefit of all
      holders of Securities of such series and Coupons appertaining to such
      Securities. 

              Notwithstanding any other provisions in
      this
      Subordinated Debt Indenture, however, the right of any holder of any Security
      or
      Coupon to receive payment of the principal of, premium, if any, and interest,
      if
      any, on such Security or Coupon, on or after the respective due dates expressed
      in such Security or Coupon, or upon redemption, by declaration, repayment or
      otherwise, or to institute suit for the enforcement of any such payment on
      or
      after such respective dates, shall not be impaired or affected without the
      consent of such holder, and no provision of the Securities of any series or
      Coupons appertaining to such Securities or of this Subordinated Debt Indenture
      shall alter or impair the obligation of the Company, which is absolute and
      unconditional, to pay the principal of, premium, if any, and interest, if any,
      on such Securities and Coupons at the respective places, at the respective
      times, at the respective rates and in the coin or currency, therein and herein
      prescribed.

              Section 6.05. Proceedings
      by Trustee. In case of an Event of Default
      hereunder or the
      occurrence of a Covenant Event, the Trustee may in its discretion proceed to
      protect and enforce the rights vested in it and the Securityholders by this
      Subordinated Debt Indenture by such appropriate judicial proceedings as the
      Trustee shall deem most effectual to protect and enforce any of such rights,
      either by suit in equity or by action at law or by proceeding in bankruptcy
      or
      otherwise, whether for the specific enforcement of any covenant or agreement
      contained in this Subordinated Debt Indenture or in aid of the exercise of
      any
      power granted in this Subordinated Debt Indenture, or to enforce any other
      legal
      or equitable right vested in the Trustee by this Subordinated Debt Indenture
      or
      by law. 

              Section 6.06. Remedies
      Cumulative and Continuing. All powers and remedies given
      by this Article Six
      to the Trustee or to the holders of the Securities of any series or Coupons
      appertaining to such Securities shall, to the extent permitted by law, be deemed
      cumulative and not exclusive of any thereof or of any other powers and remedies
      available to the Trustee or the holders of such Securities or Coupons, by
      judicial proceedings or otherwise, to enforce the performance or observance
      of
      the covenants and agreements contained in this Subordinated Debt Indenture,
      and
      no delay or omission of the Trustee or of any holder of any such Securities
      or
      Coupons to exercise any right or power accruing upon any default occurring
      and
      continuing as aforesaid shall impair any such right or power, or shall be
      construed to be a waiver of any such default or an acquiescence therein; and,
      subject to the provisions of Section 6.04, every power and remedy given by
      this
      Article Six or by law to the Trustee or to the holders of the Securities of
      any
      series or Coupons appertaining to such Securities may be exercised from


    34

    

    
    

    time to time, and as often as shall be
      deemed expedient, by the Trustee or by the holders of such Securities or
      Coupons. 

    Section 6.07. Direction
      of Proceedings and Waiver of Defaults by
      Securityholders. The holders of a
      majority in aggregate principal amount of the Securities of any series at the
      time Outstanding 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,
however,
      that (subject to the provisions of Section 7.01) the Trustee shall have the
      right to decline to follow any such direction if the Trustee, being advised
      by
      counsel, determines that the action or proceeding so directed may not lawfully
      be taken or if the Trustee in good faith by its board of directors or trustees,
      executive committee, or a trust committee of directors or trustees and/or
      Responsible Officers shall determine that the action or proceeding so directed
      would involve the Trustee in personal liability. Prior to any declaration
      accelerating the maturity of the Securities of any series, the holders of a
      majority in aggregate principal amount of such Securities at the time
      Outstanding may on behalf of the holders of all such Securities and all Coupons
      appertaining thereto waive any past default or Event of Default with respect
      to
      such Securities and all Coupons appertaining thereto and its consequences except
      a default in the payment of interest, if any, on, or the principal of or
      premium, if any, on any Security of such series or any Coupon appertaining
      thereto, or in the payment of any sinking fund installment or analogous
      obligation with respect to such Securities or Coupons, or in respect of a
      covenant or provision hereof which under Section 10.02 cannot be modified or
      amended without the consent of the holder of each Security or Coupon affected.
      Upon any such waiver the Company, the Trustee and the holders of such Securities
      and Coupons shall be restored to their former position and rights hereunder,
      respectively; but no such waiver shall extend to any subsequent or other default
      or Event of Default or impair any right consequent thereon. Whenever any default
      or Event of Default hereunder shall have been waived as permitted by this
      Section 6.07, said default or Event of Default shall for all purposes of the
      Securities of such series and all Coupons appertaining thereto and this
      Subordinated Debt Indenture be deemed to have been cured and to be not
      continuing. 

              Section 6.08. Notice
      of Defaults. The Trustee shall, within 90
      days after the
      occurrence of a default with respect to the Securities of any series, give
      notice of all defaults with respect to that series known to a Responsible
      Officer of the Trustee (i) if any Unregistered Securities of that series are
      then Outstanding, to the holders thereof and of all Coupons appertaining
      thereto, by publication at least once in an Authorized Newspaper in the Borough
      of Manhattan, The City of New York at least once in an Authorized Newspaper
      in
      London and, if any such Unregistered Securities are listed on the Luxembourg
      Stock Exchange, at least once in an Authorized Newspaper in Luxembourg and
      (ii)
      to all holders of Securities of such series and of all Coupons appertaining
      thereto in the manner and to the extent provided in Section 313(c) of the Trust
      Indenture Act of 1939, unless such defaults shall have been cured before the
      giving of such notice (the term "defaults" for the purpose of this Section
      6.08
      being hereby defined to be events that would, with the giving of notice
      specified herein, constitute Covenant Events and also the events specified
      in
      Section 6.01 or established with respect to such Securities as contemplated
      by
      Section 2.02, not including the periods of grace, if any, provided for therein
      or established with respect to such Securities as contemplated by Section 2.02
      and irrespective of the giving of the notices, if any, established with respect
      to such Securities as contemplated by 

    35

    

    
    

    Section 2.02); provided,
      however,
      that except in the case of default in the payment
      of the principal of, premium, if any, or interest, if any, on any of the
      Securities of such series or in the making of any sinking fund installment
      or
      analogous obligation with respect to such Securities, the Trustee shall be
      protected in withholding such notice if and so long as the board of directors,
      the executive committee, or a trust committee of directors and/or Responsible
      Officers of the Trustee in good faith determines that the withholding of such
      notice is in the interest of the holders of such Securities and the Coupons
      appertaining thereto. 

              Section 6.09. Undertaking
      to Pay Costs. All parties to this Subordinated
      Debt Indenture
      agree, and each holder of any Security or Coupon by his acceptance thereof
      shall
      be deemed to have agreed, that any court may in its discretion require, in
      any
      suit for the enforcement of any right or remedy under this Subordinated Debt
      Indenture, or in any suit against the Trustee for any action taken, omitted
      or
      suffered by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys' fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section 6.09 shall not apply to any suit instituted by the
      Trustee, to any suit instituted by any holder of Securities or group of such
      holders, holding in the aggregate more than twenty-five percent in principal
      amount of the Outstanding Securities of such series or to any suit instituted
      by
      any Securityholder for the enforcement of the payment of the principal of,
      premium, if any, or interest, if any, on any Security on or after the due date
      expressed in such Security, on or after the date fixed for redemption or
      repayment or after such Security shall have become due by declaration.


    ARTICLE SEVEN 

    CONCERNING THE
      TRUSTEE

              Section 7.01. Duties
      and Responsibilities of
      Trustee. With respect to the holders
      of any series of Securities issued hereunder, the Trustee, prior to the
      occurrence of any Event of Default with respect to the Securities of such series
      and after the curing or waiving of all Events of Default which may have occurred
      with respect to such series, undertakes to perform such duties and only such
      duties as are specifically set forth in this Subordinated Debt Indenture. In
      case an Event of Default or a Covenant Event with respect to the Securities
      of a
      series has occurred (which has not been cured or waived), the Trustee shall
      exercise such of the rights and powers vested in it by this Subordinated Debt
      Indenture with respect to such series, and use the same degree of care and
      skill
      in their exercise, as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs. 

              No provision of this Subordinated Debt
      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 

    	          (a) prior to the occurrence of an Event
        of Default
        with respect to the Securities of a series and after the curing or waiving
        of
        all Events of Default with respect to such series which may have occurred:
        


    36

    

    
    

    	
        	          (1) the duties and obligations of
            the Trustee
            with respect to the Securities shall be determined solely by the express
            provisions of this Subordinated Debt Indenture, and the Trustee shall
            not be
            liable except for the performance of such duties and obligations as are
            specifically set forth in this Subordinated Debt Indenture, and no implied
            covenants or obligations shall be read into this Subordinated Debt Indenture
            against the Trustee; and 


      


    	
        	          (2) in the absence of bad faith
            on the part of
            the Trustee, the Trustee may conclusively rely, as to the truth of the
            statements and the correctness of the opinions expressed therein, upon
            any
            certificates or opinions furnished to the Trustee and conforming to the
            requirements of this Subordinated Debt 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 Subordinated Debt Indenture; 


      


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


    	          (c) the Trustee shall not be liable
        with respect to
        any action taken, omitted or suffered to be taken by it in good faith in
        accordance with the direction of the holders of Securities of any series
        pursuant to Section 6.07 relating to the time, method and place of conducting
        any proceeding for any remedy available to the Trustee, or exercising any
        trust or power conferred upon the Trustee, under this Subordinated Debt
        Indenture with respect to such Securities. 


              None of the provisions of this Subordinated
      Debt
      Indenture shall be construed as requiring the Trustee to expend or risk its
      own
      funds or otherwise to incur any personal financial liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights or
      powers, if there shall be reasonable grounds for believing that repayment of
      such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it. 

              The provisions of this Section 7.01 are
      in
      furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.
      

              Section 7.02. Reliance
      on Documents, Opinions, etc. In furtherance of and subject
      to the Trust
      Indenture Act of 1939, and subject to the provisions of Section 7.01:


    	          (a) the Trustee may rely and shall be
        protected in
        acting or refraining from acting upon any resolution, certificate, statement,
        instrument, opinion, report, notice, request, direction, consent, order 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, direction, order or
        demand of the
        Company mentioned herein shall be sufficiently evidenced by an instrument
        signed in the name of the Company by any of its Presidents, its Chairman
        or
        any Vice Chairman of the Board or any Vice President (including any Executive
        or Senior Vice President) and its Senior Vice 


    37

    

    
    

    	President-Corporate Treasury and Global
        Funding Operation or its Controller (unless other evidence in respect thereof
        be herein specifically prescribed); and any resolution of the Board of
        Directors of the Company may be evidenced to the Trustee by a copy thereof
        certified by the Secretary, an Assistant Secretary or an Attesting Secretary
        of the Company; 


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


    	          (d) the Trustee shall be under no obligation
        to
        exercise any of the rights or powers vested in it by this Subordinated Debt
        Indenture at the request, order or direction of any of the Securityholders,
        pursuant to the provisions of this Subordinated Debt Indenture, unless such
        Securityholder shall have offered reasonable security and indemnity
        satisfactory to the Trustee against the costs, expenses and liabilities which
        might be incurred therein or thereby; 


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


    	          (f) the Trustee shall not be bound to
        make any
        inquiry or investigation into the facts or matters stated in any resolution,
        certificate, statement, instrument, opinion, report, notice, request,
        direction, consent, order, bond, note or other paper or document unless
        requested in writing so to do by the holders of a majority in aggregate
        principal amount of the Securities of any series affected then Outstanding;
        provided,
however,
        that if the payment within a reasonable time to
        the Trustee of the costs and expenses or liabilities likely to be incurred
        by
        it in the making of such investigation is, in the opinion of the Trustee,
        not
        reasonably assured to the Trustee by the security conferred upon it by the
        terms of this Subordinated Debt Indenture, the Trustee may require reasonable
        indemnity against such costs, expenses or liabilities as a condition to so
        proceeding; and the reasonable expenses of such investigation shall be paid
        by
        the Company or, if paid by the Trustee, shall be repaid by the Company upon
        demand; and 


    	          (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. 


              Section 7.03. No
      Responsibility for Recitals, etc. The recitals contained herein
      and in the Securities
      shall be taken as the statements of the Company (except in the Trustee's
      certificates of authentication), and the Trustee assumes no responsibility
      for
      the correctness of the same. The Trustee makes no representations as to the
      validity or sufficiency of this Subordinated Debt Indenture or of the Securities
      or Coupons; provided
      that the Trustee shall not be relieved of its duty
      to authenticate Securities only as authorized by this Subordinated Debt


    38

    

    
    

    Indenture. The Trustee shall not be
      accountable for the use or application by the Company of any of the Securities
      or of the proceeds thereof. 

              Section 7.04. Ownership
      of Securities. The Trustee and any agent of
      the Company or of the
      Trustee, in its individual or any other capacity, may become the owner or
      pledgee of Securities or Coupons with the same rights it would have if it were
      not Trustee or such agent. 

              Section 7.05. Moneys
      to be Held in Trust. Subject to the provisions of
      Sections 4.04, 12.03
      and 12.04, all moneys received by the Trustee or any paying agent shall, until
      used or applied as herein provided, be held in trust for the purposes for which
      they were received, but need not be segregated from other funds except to the
      extent required by law. Neither the Trustee nor any paying agent shall be under
      any liability for interest on any moneys received by it hereunder except such
      as
      it may agree in writing with the Company to pay thereon. So long as no Event
      of
      Default or Covenant Event shall have occurred and be continuing, all interest
      allowed on any such moneys shall be paid from time to time upon the written
      order of the Company, signed by any of its Presidents, its Chairman or any
      Vice
      Chairman of the Board, or any Vice President (including any Executive or Senior
      Vice President), the Senior Vice President-Corporate Treasury and Global Funding
      Operation or Controller. 

              Section 7.06. Compensation
      and Expenses of Trustee. The Company covenants and agrees
      to pay to the
      Trustee from time to time, and the Trustee shall be entitled to, reasonable
      compensation (which shall not be limited by any provision of law in regard
      to
      the compensation of a trustee of an express trust) and, except as otherwise
      expressly provided, the Company will pay or reimburse the Trustee upon its
      request for all reasonable expenses, disbursements and advances incurred or
      made
      by the Trustee in accordance with any of the provisions of this Subordinated
      Debt Indenture (including the reasonable compensation and the expenses and
      disbursements of its counsel and of all Persons not regularly in its employ)
      except any such expense, disbursement or advance as may arise from its
      negligence or bad faith. The Company also covenants to indemnify the Trustee
      for, and to hold it harmless against, any loss, liability or expense incurred
      without negligence or bad faith on the part of the Trustee, arising out of
      or in
      connection with the acceptance or administration of this trust and its duties
      hereunder, including the costs and expenses of defending itself against any
      claim of liability in the premises. The obligations of the Company under this
      Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse
      the
      Trustee for expenses, disbursements and advances shall constitute additional
      indebtedness hereunder and shall survive the satisfaction and discharge of
      this
      Subordinated Debt Indenture. 

              Section 7.07. Officers'
      Certificate as Evidence. Subject to the provisions of
      Sections 7.01 and
      7.02, whenever in the administration of the provisions of this Subordinated
      Debt
      Indenture the Trustee shall deem it necessary or desirable that a matter be
      proved or established prior to taking, omitting or suffering any action to
      be
      taken hereunder, such matter (unless other evidence in respect thereof be herein
      specifically prescribed) may, in the absence of negligence or bad faith on
      the
      part of the Trustee, be deemed to be conclusively proved and established by
      an
      Officers' Certificate delivered to the Trustee, and such Certificate, in the
      absence of negligence or bad faith on the part of the Trustee, shall be full
      warrant to the Trustee 

    39

    

    
    

    for any action taken, omitted or suffered
      by
      it under the provisions of this Subordinated Debt Indenture upon the faith
      thereof. 

              Section 7.08. Indentures
      Not Creating Potential Conflicting
      Interests for theTrustee.
      The following indentures are hereby specifically described for the purposes
      of
      Section 310(b)(1) of the Trust Indenture Act of 1939: (a) this Subordinated
      Debt
      Indenture with respect to the Securities of any other series; and (b) the
      indenture dated as of April 1, 1991, among the Company, as issuer, General
      Electric Company, as guarantor, and Chemical Bank (now called JPMorgan Chase
      Bank, N.A.), as Trustee. 

              Section 7.09. Eligibility
      of Trustee. The Trustee hereunder shall
      at all times be a
      corporation organized and doing business under the laws of the United States
      or
      any State, which (a) is authorized under such laws to exercise corporate trust
      powers and (b) is subject to supervision or examination by Federal or State
      authority and (c) shall have at all times a combined capital and surplus of
      not
      less than $10,000,000. If such corporation publishes reports of condition at
      least annually, pursuant to law, or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this Section 7.09,
      the combined capital and surplus of such corporation at any time shall be deemed
      to be its combined capital and surplus as set forth in its most recent report
      of
      condition so published. In case at any time the Trustee shall cease to be
      eligible in accordance with the provisions of this Section 7.09, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      7.10. 

              The provisions of this Section 7.09 are
      in
      furtherance of and subject to Section 310(a) of the Trust Indenture Act of
      1939.


              Section 7.10. Resignation
      or Removal of Trustee. The Trustee, or any Trustee
      or Trustees hereafter
      appointed, may at any time resign with respect to any one or more or all series
      of Securities by giving written notice of resignation to the Company and (i)
      if
      any Unregistered Securities of a series affected are then Outstanding, by giving
      notice of such resignation to the holders thereof, by publication at least
      once
      in an Authorized Newspaper in the Borough of Manhattan, The City of New York,
      at
      least once in an Authorized Newspaper in London and, if any such Unregistered
      Securities are listed on the Luxembourg Stock Exchange, at least once in an
      Authorized Newspaper in Luxembourg, (ii) if any Unregistered Securities of
      a
      series affected are then Outstanding, by mailing notice of such resignation
      to
      the holders thereof who have filed their names and addresses with the Trustee
      pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, at such
      addresses as were so furnished to the Trustee and (iii) by mailing notice of
      such resignation to the holders of then Outstanding Registered Securities of
      each series affected at their addresses as they shall appear on the registry
      books of the Company. Upon receiving such notice of resignation, the Company
      shall promptly appoint a successor Trustee or Trustees with respect to the
      applicable series by written instrument, in duplicate, executed in the name
      of
      and on behalf of the Company by a duly authorized officer, one copy of which
      instrument shall be delivered to the resigning Trustee and one copy to the
      successor Trustee. If no successor Trustee shall have been so appointed with
      respect to any series and have accepted appointment within 60 days after the
      giving of such notice of resignation, the resigning Trustee may petition any
      court of competent jurisdiction for the appointment of a successor Trustee,
      or
      any Securityholder who has been a bona fide holder of a Security or Securities
      of the applicable series for at least six months may, subject to the provisions
      of Section 6.09, on behalf 

    40

    

    
    

    of himself and all others similarly
      situated, petition any such court for the appointment of a successor Trustee.
      Such court may thereupon, after such notice, if any, as it may deem proper
      and
      prescribe, appoint a successor Trustee. 

    	          (a) In case at any time any of the following
        shall
        occur -- 


    	          (1) the Trustee shall fail to comply
        with the
        provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect
        to any series of Securities after written request therefor by the Company
        or
        by any Securityholder who has been a bona fide holder of a Security or
        Securities of such series for at least six months, or 


    	          (2) the Trustee shall cease to be eligible
        in
        accordance with the provisions of Section 7.09 and Section 310(a) of the
        Trust
        Indenture Act of 1939 with respect to any series of Securities and shall
        fail
        to resign after written request therefor by the Company or by any such
        Securityholder, or 


    	          (3) the Trustee shall become incapable
        of acting
        with respect to any series of Securities, 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, the Company may
      remove the Trustee with respect to such series and appoint a successor Trustee
      with respect to such series by written instrument, in duplicate, executed in
      the
      name of and on behalf of the Company by a duly authorized officer, one copy
      of
      which instrument shall be delivered to the Trustee so removed and one copy
      to
      the successor Trustee, or, subject to the provisions of Section 315(e) of the
      Trust Indenture Act of 1939, any Securityholder who has been a bona fide holder
      of a Security or Securities of such series for at least six months may, on
      behalf of himself and all others similarly situated, petition any court of
      competent jurisdiction for the removal of the Trustee and the appointment of
      a
      successor Trustee with respect to such series. Such court may thereupon, after
      such notice, if any, as it may deem proper and prescribe, remove the Trustee
      and
      appoint a successor Trustee with respect to such series. 

              (b) The holders of a majority in aggregate
      principal
      amount of the Securities of one or more series (each series voting as a class)
      or all series at the time Outstanding may remove the Trustee with respect to
      the
      applicable series or all series, as the case may be, and appoint with respect
      to
      the applicable series or all series, as the case may be, a successor Trustee
      by
      written notice of such action to the Company, the Trustee and the successor
      Trustee. 

              (c) Any resignation or removal of the Trustee
      with
      respect to any series and any appointment of a successor Trustee with respect
      to
      such series pursuant to any of the provisions of this Section 7.10 shall become
      effective upon acceptance of appointment by the successor Trustee as provided
      in
      Section 7.11. 

              (d) No predecessor Trustee shall be liable
      for the
      acts or omissions of any successor Trustee. 

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              Section 7.11. Acceptance
      by Successor Trustee. Any successor Trustee appointed
      as provided in
      Section 7.10 shall execute, acknowledge and deliver to the Company and to its
      predecessor Trustee an instrument accepting such appointment hereunder, and
      thereupon the resignation or removal of the predecessor Trustee with respect
      to
      any or all applicable series shall become effective and such successor Trustee,
      without any further act, deed or conveyance, shall become vested with all the
      rights, powers, duties and obligations with respect to such series of its
      predecessor hereunder, with like effect as if originally named as Trustee
      herein; but, nevertheless, on the written request of the Company or of the
      successor Trustee, the Trustee ceasing to act shall, upon payment (or due
      provision therefor) of any amounts then due it pursuant to the provisions of
      Section 7.06, execute and deliver an instrument transferring to such successor
      Trustee all the rights and powers with respect to such series of the Trustee
      so
      ceasing to act. Upon request of any such successor Trustee, the Company shall
      execute any and all instruments in writing in order more fully and certainly
      to
      vest in and confirm to such successor Trustee all such rights and powers.


              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 predecessor Trustee and each successor Trustee with respect to
      the
      Securities of any applicable series shall execute and deliver an indenture
      supplemental hereto which shall contain such provisions as shall be deemed
      necessary or desirable to confirm that all the rights, powers, trusts and duties
      of the predecessor Trustee with respect to the Securities of any series as
      to
      which the predecessor Trustee is not retiring shall continue to be vested in
      the
      predecessor Trustee, and shall add to or change any of the provisions of this
      Subordinated Debt Indenture as shall be necessary to provide for or facilitate
      the administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees co-trustees of the same trust and that each such
      Trustee shall be Trustee of a trust or trusts hereunder separate and apart
      from
      any trust or trusts hereunder administered by any other such Trustee.


              No successor Trustee with respect to a
      series of
      Securities shall accept appointment as provided in this Section 7.11 unless
      at
      the time of such acceptance such successor Trustee shall, with respect to such
      series, be qualified under Section 310(b) of the Trust Indenture Act of 1939
      and
      eligible under the provisions of Section 7.09. 

              Upon acceptance of appointment by a successor
      Trustee
      with respect to any series as provided in this Section 7.11, the Company shall
      give notice thereof (a) if any Unregistered Securities of a series affected
      are
      then Outstanding, to the holders thereof, by publication of such notice at
      least
      once in an Authorized Newspaper in the Borough of Manhattan, The City of New
      York, at least once in an Authorized Newspaper in London and, if any such
      Unregistered Securities are listed on the Luxembourg Stock Exchange, at least
      once in an Authorized Newspaper in Luxembourg, (b) if any Unregistered
      Securities of a series affected are then Outstanding, to the holders thereof
      who
      have filed their names and addresses with the Trustee pursuant to Section
      313(c)(2) of the Trust Indenture Act of 1939, by mailing such notice to such
      holders at such addresses as were so furnished to the Trustee (and the Trustee
      shall make such information available to the Company for such purpose) and
      (c)
      to the holders of Registered Securities of each series affected, by mailing
      such
      notice to such holders at their addresses as they shall appear on the registry
      books of the Company. If the Company fails to mail such notice

    42

    

    
    

    within ten days after the acceptance of
      appointment by the successor Trustee, the successor Trustee shall cause such
      notice to be given at the expense of the Company. 

              Section 7.12. Succession
      by Merger, etc. 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
      of
      the corporate trust business of the Trustee, shall be the successor to the
      Trustee hereunder, provided such corporation shall be qualified under Section
      310(b) of the Trust Indenture Act of 1939, without the execution or filing
      of
      any paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding. 

              In case at the time such successor to the
      Trustee
      shall succeed to the trust created by this Subordinated Debt Indenture with
      respect to one or more series of Securities, any of such securities shall have
      been authenticated but not delivered, any such successor to the Trustee by
      merger, conversion or consolidation may adopt the certificate of authentication
      of any predecessor Trustee, and deliver such Security so authenticated; and
      in
      case at that time any of such Securities shall not have been authenticated,
      any
      successor to the Trustee may authenticate such Securities either in the name
      of
      such successor to the Trustee or, if such successor to the Trustee is a
      successor by merger, conversion or consolidation, the name of any predecessor
      hereunder; and in all such cases such certificate shall have the full force
      which it is anywhere in such Securities or in this Subordinated Debt Indenture
      provided that the certificate of the Trustee shall have. 

              Section 7.13. Appointment
      of Authenticating Agent. The Trustee may appoint an Authenticating
      Agent or
      Agents which shall be authorized to act on behalf of the Trustee to authenticate
      Securities issued upon original issue and upon exchange, registration of
      transfer, partial conversion or partial redemption or pursuant to Section 2.07
      and Securities so authenticated shall be entitled to the benefits of this
      Subordinated Debt Indenture and shall be valid and obligatory for all purposes
      as if authenticated by the Trustee hereunder. Wherever reference is made in
      this
      Subordinated Debt 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 $10,000,000 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 7.13, 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 7.13, such Authenticating Agent shall resign
      immediately in the manner and with the effect specified in this Section 7.13.
      

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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 of the corporate agency or corporate trust business of an
      Authenticating Agent, shall continue to be an Authenticating Agent, provided
      such corporation shall be otherwise eligible under this Section 7.13, without
      the execution or filing of any paper or any further act on the part of the
      Trustee or the Authenticating Agent. 

              An Authenticating Agent may resign at any
      time by
      giving written notice thereof to the Trustee and to the Company. The Trustee
      may
      at any time terminate the agency of an Authenticating Agent by giving written
      notice thereof to such Authenticating Agent and to the Company. Upon receiving
      such a notice of resignation or upon such a termination, or in case at any
      time
      such Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section 7.13, the Trustee may appoint a successor
      Authenticating Agent which shall be acceptable to the Company and (i) if any
      Unregistered Securities are then Outstanding, shall publish notice of such
      appointment at least once in an Authorized Newspaper in the Borough of
      Manhattan, The City of New York, at least once in an Authorized Newspaper in
      London, and, if any Unregistered Securities are listed on the Luxembourg Stock
      Exchange, at least one in an Authorized Newspaper in Luxembourg and (ii) shall
      mail written notice of such appointment by first-class mail, postage prepaid,
      to
      all holders of Securities as their names and addresses appear in the Security
      register. Any successor Authenticating Agent upon acceptance of its appointment
      hereunder shall become vested with all the rights, powers and duties of its
      predecessor hereunder, with like effect as if originally named as an
      Authenticating Agent. No successor Authenticating Agent shall be appointed
      unless eligible under the provisions of this Section 7.13.

              The Company agrees to pay to each Authenticating
      Agent from time to time reasonable compensation for its services under this
      Section 7.13. 

              If an appointment is made pursuant to this
      Section
      7.13, the Securities may have endorsed thereon, in addition to the Trustee's
      certificate of authentication, an alternative certificate of authentication
      in
      the following form: 

    Dated: 

    44

    

    
    

              This is one of the Notes referred to in
      the
      within-mentioned Subordinated Debt Indenture. 

    
      	 	JPMORGAN
              CHASE
              BANK, N.A.,  
	 	         As Trustee 

	 	  
	 	  
	 	  
	 	[AUTHENTICATING
              AGENT],  
	 	         As Authenticating
              Agent  
	 	  
	 	  
	 	  
	 	By: 	 
	 	 	
              

            
	 	Authorized
              Signatory


    


    ARTICLE EIGHT 

    CONCERNING THE SECURITYHOLDERS
      

              Section 8.01. Action
      by Securityholders. Whenever in this Subordinated
      Debt Indenture it is
      provided that the holders of a specified percentage in aggregate principal
      amount of the Securities of any or all series may take any action (including
      the
      making of any demand or request, the giving of any notice, consent or waiver
      or
      the taking of any other action) the fact that at the time of taking any such
      action the holders of such specified percentage have joined therein may be
      evidenced (a) by any instrument or any number of instruments of similar tenor
      executed by such Securityholders in person or by agent or proxy appointed in
      writing, or (b) by the record of such holders of Securities voting in favor
      thereof at any meeting of such Securityholders duly called and held in
      accordance with the provisions of Article Nine, or (c) by a combination of
      such
      instrument or instruments and any such record of such a meeting of such
      Securityholders. 

              Section 8.02. Proof
      of Execution by Securityholders. Subject to the provisions of
      Sections 7.01, 7.02
      and 9.05, the execution of any instrument by a Securityholder or his agent
      or
      proxy may be proved in the following manner: The fact and date of the execution
      by any holder of any instrument may be proved by the certificate of any notary
      public or other officer of any jurisdiction authorized to take acknowledgements
      of deeds or administer oaths that the Person executing such instruments
      acknowledged to him the execution thereof, or by an affidavit of a witness
      to
      such execution sworn to before any such notary or other such officer. Where
      such
      execution is by or on behalf of any legal entity other than an individual,
      such
      certificate or affidavit shall also constitute sufficient proof of the authority
      of the Person executing the same. The fact of the holding by any holder of
      an
      Unregistered Security, and the identifying number of such Security and the
      date
      of his holding the same, may be proved by the production of such Security or
      by
      a certificate executed by any trust company, bank, banker or recognized
      securities dealer wherever situated satisfactory to the Trustee if such
      certificate shall be deemed by the Trustee to be satisfactory. Each such
      certificate shall be dated and shall state that on the date thereof a Security
      of such series bearing a specified identifying number was deposited with or
      

    45

    

    
    

    exhibited to such trust company, bank,
      banker or recognized securities dealer by the Person named in such certificate.
      Any such certificate may be issued in respect of one or more Unregistered
      Securities of one or more series specified therein. The holding by the Person
      named in any such certificate of any Unregistered Securities of any series
      specified therein shall be presumed to continue for a period of one year from
      the date of such certificate unless at the time of any determination of such
      holding (1) another certificate bearing a later date issued in respect of the
      same Securities shall be produced, or (2) the Security specified in such
      certificate shall be produced by some other Person, or (3) the Security
      specified in such certificate shall have ceased to be Outstanding. Subject
      to
      Sections 7.01 and 7.02, the fact and date of the execution of any such
      instrument and the amount and numbers of Securities held by the Person so
      executing such instrument and the amount and numbers of any Security or
      Securities may also be proven in accordance with such reasonable rules and
      regulations as may be prescribed by the Trustee for the relevant series or
      in
      any other manner which the Trustee for such series may deem sufficient.


              The ownership of Registered Securities
      shall be
      proved by the registry books of the Company or by a certificate of the Person
      designated by the Company to act as repository in accordance with the provisions
      of Section 2.06. 

              The record of any Securityholders' meeting
      shall be
      proved in the manner provided in Section 9.07. 

              The Company may set a record date for purposes
      of
      determining the identity of holders of Registered Securities of any series
      entitled to vote or consent to any action referred to in Section 8.01, which
      record date may be set at any time or from time to time by notice to the
      Trustee, for any date or dates (in the case of any adjournment or
      reconsideration) not more than 60 days nor less than five days prior to the
      proposed date of such vote or consent, and thereafter, notwithstanding any
      other
      provisions hereof, with respect to Registered Securities of any series, only
      holders of Registered Securities of such series of record on such record date
      shall be entitled to so vote or give such consent or revoke such vote or
      consent. 

              Section 8.03. Who
      are Deemed Absolute Owners. The Company, the Trustee and
      any agent of the
      Company or of the Trustee may deem the Person in whose name any Registered
      Security shall be registered upon the books of the Company to be, and may treat
      such Person as, the absolute owner of such Security (whether or not such
      Security shall be overdue and notwithstanding any notation of ownership or
      other
      writing thereon) for the purpose of receiving payment of or on account of the
      principal of, premium, if any, and interest, if any, on such Security and for
      all other purposes; and neither the Company nor the Trustee nor any agent of
      the
      Company or of the Trustee shall be affected by any notice to the contrary.
      The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      holder of the Unregistered Security and the holder of any Coupon as the absolute
      owner of such Unregistered Security or Coupon (whether or not such Unregistered
      Security or Coupon shall be overdue) for the purpose of receiving payment
      thereof or on account thereof and for all other purposes and neither the
      Company, the Trustee, nor any agent of the Company or the Trustee shall be
      affected by any notice to the contrary. All such payments so made to any holder
      for the time being, or upon his order, shall be valid, and, to the extent of
      the
      sum or sums so paid, effectual to satisfy and discharge the liability for moneys
      payable upon any such Security or Coupon. 

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              Section 8.04. Company-Owned
      Securities Disregarded. In determining whether the holders
      of the requisite
      aggregate principal amount of Securities have concurred in any demand, request,
      notice, direction, consent or waiver under this Subordinated Debt Indenture,
      Securities which are owned by the Company or any other obligor on the Securities
      with respect to which such determination is being made or by any Person directly
      or indirectly controlling or controlled by or under direct or indirect common
      control with the Company or any other obligor on the Securities with respect
      to
      which such determination is being made shall be disregarded and deemed not
      to be
      Outstanding for the purpose of any such determination; provided,
      that for the purposes of determining whether the Trustee shall be protected
      in
      relying on any such demand, request, notice, direction consent or waiver, only
      Securities which a Responsible Officer of the Trustee knows are so owned shall
      be so disregarded. Securities so owned which have been pledged in good faith
      may
      be regarded as Outstanding for the purposes of this Section 8.04 if the pledgee
      shall establish to the satisfaction of the Trustee the pledgee's right to vote
      such Securities and that the pledgee is not a Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      the
      Company of any such other obligor. In the case of a dispute as to such right,
      any decision by the Trustee taken upon the advice of counsel shall be full
      protection to the Trustee. 

              Section 8.05. Revocation
      of Consents; Future Holders
      Bound. At any time prior to (but not
      after) the evidencing to the Trustee, as provided in Section 8.01, of the taking
      of any action by the holders of the percentage in aggregate principal amount
      of
      the Securities of any or all series, as the case may be, specified in this
      Subordinated Debt Indenture in connection with such action, any holder of a
      Security which is shown by the evidence to be included in the Securities the
      holders of which have consented to such action may, by filing written notice
      with the Trustee at its principal office and upon proof of holding as provided
      in Section 8.02, revoke such action so far as concerns such Security. Except
      as
      aforesaid any such action taken by the holder of any Security shall be
      conclusive and binding upon such holder and upon all future holders of such
      Security, irrespective of whether or not any notation in regard thereto is
      made
      upon such Security or any Security issued in exchange or substitution therefor.
      

    ARTICLE NINE

    SECURITYHOLDERS'
      MEETINGS

              Section 9.01. Purposes
      of Meetings. A meeting of holders of Securities
      of any or all
      series may be called at any time and from time to time pursuant to the
      provisions of this Article Nine for any of the following purposes: 

    	          (1) to give any notice to the Company
        or to the
        Trustee, or to give any directions to the Trustee, or to consent to the
        waiving of any default hereunder and its consequences, or to take any other
        action authorized to be taken by Securityholders pursuant to any of the
        provisions of Article Six; 


    	          (2) to remove the Trustee and nominate
        a successor
        Trustee pursuant to the provisions of Article Seven; 


    47

    

    
    

    	          (3) to consent to the execution of an
        indenture or
        indentures supplemental hereto pursuant to the provisions of Section 10.02;
        or
        


    	          (4) to take any other action authorized
        to be taken
        by or on behalf of the holders of any specified aggregate principal amount
        of
        the Securities of any or all series, as the case may be, under any other
        provision of this Subordinated Debt Indenture or under applicable law.
        


              Section 9.02. Call
      of Meeting by Trustee. The Trustee may at any time
      call a meeting of
      holders of Securities of any or all series to take any action specified in
      Section 9.01, to be held at such time and at such place as the Trustee shall
      determine. Notice of every meeting of the holders of Securities of any or all
      series, setting forth the time and the place of such meeting and in general
      terms the action proposed to be taken at such meeting, shall be given (i) if
      any
      Unregistered Securities of a series affected are then Outstanding, by giving
      notice of such meeting to the holders thereof, by publication at least once
      in
      an Authorized Newspaper in the Borough of Manhattan, The City of New York,
      at
      least once in an Authorized Newspaper in London, and, if any such Unregistered
      Securities are listed on the Luxembourg Stock Exchange, at least one in an
      Authorized Newspaper in Luxembourg, (ii) if any Unregistered Securities of
      a
      series affected are then Outstanding, by mailing notice of such a meeting to
      the
      holders thereof who have filed their names and addresses with the Trustee
      pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such
      addresses as were so furnished to the Trustee and (iii) by mailing notice of
      such meeting to the holders of then Outstanding Registered Securities of each
      series affected at their addresses as they shall appear on the registry books
      of
      the Company. Such notice shall be given not less than 10 nor more than 90 days
      prior to the date fixed for the meeting. 

              Section 9.03. Call
      of Meeting by Company or
      Securityholders. In case at any time
      a duly authorized officer of the Company in the name of and on behalf of the
      Company or the holders of at least ten percent in aggregate principal amount
      of
      the Securities then Outstanding of any series that may be affected by the action
      proposed to be taken at the meeting, shall have requested the Trustee to call
      a
      meeting of the holders of Securities of all series that may be so affected,
      by
      written request setting forth in reasonable detail the action proposed to be
      taken at the meeting, and the Trustee shall not have given the notice of such
      meeting within 20 days after receipt of such request, then the Company or such
      Securityholders, in the amount specified above, may determine the time and
      the
      place for such meeting and may call such meeting to take any action authorized
      in Section 9.01, by giving notice thereof as provided in Section 9.02.


              Section 9.04. Qualifications
      for Voting. To be entitled to vote at any
      meeting of
      Securityholders, a Person shall (a) be a holder of one or more Securities with
      respect to which such meeting is being held or (b) be a Person appointed by
      an
      instrument in writing as proxy by a holder of one or more such Securities.
      The
      only Persons who shall be entitled to be present or to speak at any meeting
      of
      Securityholders shall be the Persons entitled to vote at such meeting and their
      counsel and any representatives of the Trustee and its counsel and any
      representatives of the Company and its counsel. 

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              Section 9.05. Quorum;
      Adjourned Meetings. The Persons entitled to vote
      a majority in
      aggregate principal amount of the Securities of the relevant series at the
      time
      Outstanding shall constitute a quorum for the transaction of all business
      specified in Section 9.01. No business shall be transacted in the absence of
      a
      quorum (determined as provided in this Section 9.05) . In the absence of a
      quorum within 30 minutes after the time appointed for any such meeting, the
      meeting shall, if convened at the request of the holders of Securities (as
      provided in Section 9.03), be dissolved. In any other case the meeting shall
      be
      adjourned for a period of not less than ten days as determined by the chairman
      of the meeting. In the absence of a quorum at any such adjourned meeting, such
      adjourned meeting shall be further adjourned for a period of not less than
      ten
      days as determined by the chairman of the meeting. Notice of the reconvening
      of
      any adjourned meeting shall be given as provided in Section 9.02, except that
      such notice need be published only once and must be mailed or published not
      less
      than five days prior to the date on which the meeting is schedule to be
      reconvened. 

              Subject to the foregoing, at the second
      reconvening
      of any meeting adjourned for lack of a quorum, the Persons entitled to vote
      25%
      in aggregate principal amount of the Securities of the relevant series then
      Outstanding shall constitute a quorum for the taking of any action set forth
      in
      the notice of the original meeting. Notice of the reconvening of an adjourned
      meeting shall state expressly the percentage of the aggregate principal amount
      of the Securities of the relevant series then Outstanding which shall constitute
      a quorum. 

              At a meeting or any adjourned meeting duly
      convened
      and at which a quorum is present as aforesaid, any resolution and all matters
      (except as limited by the proviso in Section 10.02) shall be effectively passed
      and decided if passed or decided by the Persons entitled to vote the lesser
      of
      (a) a majority in aggregate principal amount of the Securities of the relevant
      series then Outstanding and (b) 75% in aggregate principal amount of the
      Securities represented and voting at the meeting. 

              Any holder of a Security who has executed
      in person
      or by proxy and delivered to the Trustee an instrument in writing complying
      with
      the provisions of Article Eight shall be deemed to be present for the purposes
      of determining a quorum and be deemed to have voted; provided that such holder
      of a Security shall be considered as present or voting only with respect to
      the
      matters covered by such instrument in writing. 

              Section 9.06. Regulations.
      Notwithstanding any other provisions of this
      Subordinated Debt Indenture, the Trustee may make such reasonable regulations
      as
      it may deem advisable for any meeting of Securityholders, in regard to proof
      of
      the holding of Securities and of the appointment of proxies, and in regard
      to
      the appointment and duties of inspectors of votes, the submission and
      examination of proxies, certificates and other evidence of the right to vote
      and
      such other matters concerning the conduct of the meeting as it shall think
      fit.
      Except as otherwise permitted or required by any such regulations, the holding
      of Securities shall be proved in the manner specified in Section 8.02 and the
      appointment of any proxy shall be proved in the manner specified in Section
      8.02. 

              The Trustee shall, by an instrument in
      writing,
      appoint a temporary chairman of the meeting, unless the meeting shall have
      been
      called by the Company or by Securityholders as provided in Section 9.03, in
      which case the Company or the Securityholders calling the meeting, 

    49

    

    
    

    as the case may be, shall in like manner
      appoint a temporary chairman. A permanent chairman and a permanent secretary
      of
      the meeting shall be elected by majority vote of the meeting. 

              Subject to the provisions of Section 8.04,
      at any
      meeting each holder of Securities with respect to which such meeting is being
      held or proxy for such holder shall be entitled to one vote for each $1,000
      (or
      the equivalent thereof in any foreign or composite currency) of principal amount
      (in the case of Original Issue Discount Securities, such principal amount to
      be
      determined as provided in the definition of "Security or Securities;
      Outstanding" in Section 1.01) of such Securities held or represented by him;
      provided,
however,
      that no vote shall be cast or counted at any meeting in respect of any such
      Security challenged as not Outstanding and ruled by the chairman of the meeting
      to be not Outstanding. The chairman of the meeting shall have no right to vote
      other than by virtue of such Securities held by him or instruments in writing
      as
      aforesaid duly designating him as the Person to vote on behalf of other such
      Securityholders. Any meeting of holders of Securities with respect to which
      a
      meeting was duly called pursuant to the provisions of Section 9.02 or 9.03
      may
      be adjourned from time to time by a majority of those present, whether or not
      constituting a quorum, and the meeting may be held as so adjourned without
      further notice. 

              Section 9.07. Voting.
      The vote upon any resolution submitted to any meeting of holders of Securities
      with respect to which such meeting is being held shall be by written ballots
      on
      which shall be subscribed the signatures of such holder of Securities or of
      their representatives by proxy and the principal amount (in the case of Original
      Issue Discount Securities, such principal amount to be determined as provided
      in
      the definition of "Security or Securities; Outstanding" in Section 1.01) held
      or
      represented by them. The permanent chairman of the meeting shall appoint two
      inspectors of votes who shall count all votes cast at the meeting for or against
      any resolution and who shall make and file with the secretary of the meeting
      their verified written reports in duplicate of all votes cast at the meeting.
      A
      record in duplicate of the proceedings of each meeting of Securityholders shall
      be prepared by the secretary of the meeting and there shall be attached to
      said
      record the original reports of the inspectors of votes on any vote by ballot
      taken thereat and affidavits by one or more Persons having knowledge of the
      facts and setting forth a copy of the notice of the meeting and showing that
      said notice was given as provided in Section 9.02. The record will show the
      principal amount of the Securities (in the case of Original Discount Securities,
      such principal amount to be determined as provided in the definition of
      "Security or Securities; Outstanding" in Section 1.01) voting in favor of or
      against any resolution. The record shall be signed and verified by the
      affidavits of the permanent chairman and secretary of the meeting and one of
      the
      duplicates shall be delivered to the Company and the other to the Trustee to
      be
      preserved by the Trustee, the latter to have attached thereto the ballots voted
      at the meeting. 

              Any record so signed and verified shall
      be conclusive
      evidence of the matters therein stated. 

              Section 9.08. No
      Delay of Rights by Meeting. Nothing in this Article Nine
      shall be deemed or
      construed to authorize or permit, by reason of any call of a meeting of
      Securityholders of any or all series or any rights expressly or impliedly
      conferred hereunder to make such call, any hindrance or delay in the exercise
      of
      any right or rights conferred upon or 

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    reserved to the Trustee or to the
      Securityholders of any or all such series under any of the provisions of this
      Subordinated Debt Indenture or of the Securities. 

    ARTICLE TEN

    SUPPLEMENTAL
      INDENTURES

              Section 10.01. Supplemental
      Indentures without Consent of
      Securityholders. The Company and the
      Trustee may from time to time and at any time enter into an indenture or
      indentures supplemental hereto for one or more of the following purposes:


    	          (a) to evidence the succession of another
        corporation to the Company, or successive successions, and the assumption
        by
        the successor corporation of the covenants, agreements and obligations of
        the
        Company pursuant to Article Eleven; 


    	          (b) to add to the covenants of the Company
        such
        further covenants, restrictions or conditions for the protection of the
        holders of all or any series of Securities or Coupons appertaining to
        Unregistered Securities (and if such covenants are to be for the benefit
        of
        less than all Securities, stating that such covenants are expressly being
        included for the benefit of such series) as a duly authorized officer of
        the
        Company, on behalf of the Company, and the Trustee shall consider to be for
        the protection of the holders of such Securities or Coupons, and to make
        the
        occurrence, or the occurrence and continuance, of a default in any of such
        additional covenants, restrictions or conditions a default or an Event of
        Default or a Covenant Event permitting the enforcement of all or any of the
        several remedies provided in this Subordinated Debt Indenture as herein set
        forth; provided,
however,
        that in respect of any such additional covenant,
        restriction or condition such supplemental indenture may provide for a
        particular period of grace after default (which period may be shorter or
        longer than that allowed in the case of other defaults) or may provide for
        an
        immediate enforcement upon such default or may limit the remedies available
        to
        the Trustee upon such default; 


    	          (c) to provide for the issuance under
        this
        Subordinated Debt Indenture of Securities in coupon form (including Securities
        registrable as to principal only) and to provide for exchangeability of such
        Securities with the Securities of the same series issued hereunder in fully
        registered form and to make all appropriate changes for such purpose;
        


    	          (d) to establish the forms or terms
        of Securities
        of any series or of the Coupons appertaining to such Securities as permitted
        by Sections 2.01 and 2.02; 


    	          (e) to cure any ambiguity or to correct
        or
        supplement any provision contained herein or in any supplemental indenture
        which may be defective or inconsistent with any other provision contained
        herein or in any supplemental indenture, or to make such other provisions
        in
        regard to matters or questions arising under this Subordinated Debt Indenture
        which shall not adversely affect the interests of the holders of any
        Outstanding Securities or Coupons; and 


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    	          (f) to evidence and provide for the
        acceptance of
        appointment hereunder by a successor Trustee with respect to the Securities
        of
        one or more series or to add to or change any of the provisions of this
        Subordinated Debt 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 7.11. 


              The Trustee is hereby authorized to join
      with the
      Company in the execution of any such supplemental indenture, to make any further
      appropriate agreements and stipulations which may be therein contained and
      to
      accept the conveyance, transfer and assignment of any property thereunder,
      but
      the Trustee shall not be obligated to, but may in its discretion, enter into
      any
      such supplemental indenture which affects the Trustee's own rights, duties
      or
      immunities under this Subordinated Debt Indenture or otherwise. 

              Any supplemental indenture authorized by
      the
      provisions of this Section 10.01 may be executed by the Company and the Trustee
      without the consent of the holders of any of the Securities at the time
      Outstanding, notwithstanding any of the provisions of Section 10.02. 

              Section 10.02. Supplemental
      Indentures with Consent of
      Securityholders. With the consent
      (evidenced as provided in Sections 8.01 and 8.02) of the holders of not less
      than 66-2/3% in aggregate principal amount of the Outstanding Securities of
      each
      series (each series voting as a class) (in the case of Original Issue Discount
      Securities, such principal amount to be determined as provided in the definition
      of "Security or Securities; Outstanding" in Section 1.01) affected by such
      supplemental indenture at the time Outstanding, the Company and the Trustee
      may
      from time to time and at any time 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 Subordinated Debt
      Indenture or of any supplemental indenture or modifying in any manner the rights
      of the holders of the Outstanding Securities of each such series or the Coupons
      appertaining to such Securities; provided,
      however,
      that no such supplemental indenture shall (i)
      extend the fixed maturity of any Outstanding Security, or reduce the rate or
      extend the time of payment of interest, if any, thereon, or reduce the principal
      amount or premium, if any, thereof, or make the principal thereof or premium,
      if
      any, or interest, if any, thereon payable in any coin or currency other than
      that provided in any Outstanding Security or Coupon, or impair the right of
      any
      holder of a Security to institute suit for any such payment, or reduce the
      amount of the principal of an Outstanding Original Issue Discount Security
      that
      would be due and payable upon an acceleration of the maturity thereof pursuant
      to Section 6.01 or adversely affect the right of repayment, if any, at the
      option of the holder, or extend the time, or reduce the amount of any payment
      to
      any sinking fund or analogous obligation relating to any Security, (ii) reduce
      the percentage in principal amount of Outstanding Securities of any series,
      the
      holders of which are required to consent to any such supplemental indenture
      or
      any waiver of any past default or Event of Default pursuant to Section 6.07
      or
      (iii) modify any provision of Section 6.07 or 10.02 (except to increase any
      such
      percentage or to provide that certain other provisions of this Subordinated
      Debt
      Indenture cannot be modified or waived without the consent of the holder of
      each
      Security so affected) without, in the case of each of the foregoing clauses
      (i),
      (ii) and (iii), the consent of the holder of each Security so affected. A
      supplemental indenture which changes or eliminates any covenant or other
      provision of this Subordinated Debt Indenture which has expressly been included
      solely for the benefit of one or more particular series of Outstanding
      Securities, or which modifies the rights of the holders of Outstanding


    52

    

    
    

    Securities of such series or of Coupons
      appertaining to such Securities with respect to such covenant or other
      provision, shall be deemed not to affect the rights under this Subordinated
      Debt
      Indenture of the holders of Securities of any other series or of Coupons
      appertaining to such Securities. 

              Upon the request of the Company and upon
      the filing
      with the Trustee of evidence of the consent of Securityholders as aforesaid,
      the
      Trustee shall join with the Company in the execution of such supplemental
      indenture unless such supplemental indenture affects the Trustee's own rights,
      duties or immunities under this Subordinated Debt Indenture or otherwise, in
      which case the Trustee may in its discretion, but shall not be obligated to,
      enter into such supplemental indenture. 

              It shall not be necessary for the consent
      of the
      Securityholders under this Section 10.02 to approve the particular form of
      any
      proposed supplemental indenture, but it shall be sufficient if such consent
      shall approve the substance thereof. 

              Section 10.03. Compliance
      with Trust Indenture Act; Effect of
      SupplementalIndentures.
      Any supplemental indenture executed pursuant to the
      provisions of this Article Ten shall comply with the Trust Indenture Act of
      1939
      as then in effect. Upon the execution of any supplemental indenture pursuant
      to
      the provisions of this Article Ten, this Subordinated Debt Indenture shall
      be
      deemed to be modified and amended in accordance therewith and the respective
      rights, limitations of rights, obligations, duties and immunities under this
      Subordinated Debt Indenture of the Trustee, the Company and the holders of
      Securities shall thereafter be determined, exercised and enforced hereunder
      subject in all respects to such modifications and amendments, and all the terms
      and conditions of any such supplemental indenture shall be and be deemed to
      be
      part of the terms and conditions of this Subordinated Debt Indenture for any
      and
      all purposes. 

              Section 10.04. Notation
      on Securities. Securities authenticated and
      delivered after the
      execution of any supplemental indenture pursuant to the provisions of this
      Article Ten may bear a notation in form approved by the Trustee as to any matter
      provided for in such supplemental indenture. If the Company or the Trustee
      shall
      so determine, new Securities of any series so modified as to conform, in the
      opinion of the Trustee and a duly authorized officer of the Company, to any
      modification of this Subordinated Debt Indenture contained in any such
      supplemental indenture may be prepared and executed by the Company,
      authenticated by the Trustee and delivered in exchange for the Securities of
      such series then Outstanding. 

              Section 10.05. Evidence
      of Compliance of Supplemental Indenture to
      beFurnished
      Trustee. The Trustee, subject to the
      provisions of Sections 7.01 and 7.02, shall be entitled to receive an Officers'
      Certificate and an Opinion of Counsel as conclusive evidence that any
      supplemental indenture executed pursuant hereto complies with the requirements
      of this Article Ten. 

    53

    

    
    

    ARTICLE ELEVEN

    CONSOLIDATION, MERGER, SALE
      OR
      CONVEYANCE 

              Section 11.01. Company
      May Not Consolidate, etc., Except Under
      CertainConditions.
      The Company covenants that it will not merge or
      consolidate with any other Person or sell, convey, transfer or otherwise dispose
      of all or substantially all of its assets to any other Person, unless (i) either
      the Company shall be the continuing corporation, or the successor Person (if
      other than the Company) shall be a corporation organized and existing under
      the
      laws of the United States of America or a State thereof and such corporation
      shall expressly assume the due and punctual payment of the principal of, and
      premium, if any, and interest, if any, on all the Outstanding Securities and
      Coupons, if any, according to their tenor, and the due and punctual performance
      and observance of all of the covenants and conditions of this Subordinated
      Debt
      Indenture to be performed by the Company by supplemental indenture satisfactory
      to the Trustee, executed and delivered to the Trustee by such corporation and
      (ii) the Company or such successor corporation, as the case may be, shall not,
      immediately after such merger or consolidation, or such sale, conveyance,
      transfer or other disposition, be in default in the performance of any such
      covenant or condition. In the event of any such sale, conveyance (other than
      by
      way of lease), transfer or other disposition, the predecessor company may be
      dissolved, wound up and liquidated at any time thereafter. 

              Section 11.02. Successor
      Corporation to be
      Substituted. In case of any such
      consolidation, merger, sale, conveyance (other than by way of lease), transfer
      or other disposition, and upon any such assumption by the successor corporation,
      such successor corporation shall succeed to and be substituted for the Company,
      with the same effect as if it had been named herein as the Company, and the
      Company shall be relieved of any further obligation under this Subordinated
      Debt
      Indenture and under the Outstanding Securities and Coupons, if any. Such
      successor corporation thereupon may cause to be signed, and may issue either
      in
      its own name or in the name of General Electric Capital Corporation, any or
      all
      of the Securities issuable hereunder together with any Coupons appertaining
      thereto which theretofore shall not have been signed by the Company and
      delivered to the Trustee; and, upon the order of such successor corporation,
      instead of the Company, and subject to all the terms, conditions and limitations
      in this Subordinated Debt Indenture prescribed, the Trustee shall authenticate
      and deliver any Securities together with any Coupons appertaining thereto which
      previously shall have been signed and delivered by the officers of the Company
      to the Trustee for authentication, and any Securities which such successor
      corporation thereafter shall cause to be signed and delivered to the Trustee
      for
      that purpose. All the Securities so issued together with any Coupons
      appertaining thereto shall in all respects have the same legal rank and benefit
      under this Subordinated Debt Indenture as the Securities theretofore or
      thereafter issued in accordance with the terms of this Subordinated Debt
      Indenture as though all of such Securities and Coupons appertaining thereto
      had
      been issued at the date of the execution hereof. 

              In case of any such consolidation, merger,
      sale,
      conveyance, transfer or other disposition, such changes in phraseology and
      form
      (but not in substance) may be made in the Securities and Coupons thereafter
      to
      be issued as may be appropriate. 

    54

    

    
    

              Section 11.03. Documents
      to be Given Trustee. The Trustee, subject to the
      provisions of Sections
      7.01 and 7.02, shall be entitled to receive an Officers' Certificate and an
      Opinion of Counsel as conclusive evidence that any such consolidation, merger,
      sale, conveyance, transfer or other disposition, and any such assumption, comply
      with the provisions of this Article Eleven. 

    ARTICLE TWELVE

    SATISFACTION AND DISCHARGE
      OF
      INDENTURE 

              Section 12.01. Discharge
      of Indenture. When (a) the Company shall deliver
      to the Trustee
      for cancellation all Securities theretofore authenticated and all unmatured
      Coupons appertaining thereto (other than any Securities or Coupons which shall
      have been destroyed, lost or stolen or in lieu of or in substitution for which
      other Securities or Coupons shall have been authenticated and delivered, or
      which shall have been paid, pursuant to the provisions of Section 2.07) and
      not
      theretofore canceled or (b) all the Securities and all unmatured Coupons
      appertaining thereto not theretofore canceled or delivered to the Trustee for
      cancellation shall have become due and payable, or are by their terms to become
      due and payable within one year or are to be called for redemption within one
      year under arrangements satisfactory to the Trustee for the giving of notice
      of
      redemption, and the Company shall deposit with the Trustee, in trust, funds
      sufficient to pay at maturity or upon redemption all of the Securities and
      Coupons appertaining thereto (other than any (i) Securities or Coupons which
      shall have been mutilated, destroyed, lost or stolen and in lieu of or in
      substitution for which other Securities or Coupons shall have been authenticated
      and delivered, or which shall have been paid pursuant to the provisions of
      Section 2.07 or (ii) Securities or Coupons for whose payment money has
      theretofore been deposited in trust and thereafter repaid to the Company as
      provided in Section 12.04) not theretofore canceled or delivered to the Trustee
      for cancellation, including principal, premium, if any, and interest, if any,
      due or to become due to such date of maturity or date fixed for redemption,
      as
      the case may be, and if in either case the Company shall also pay or cause
      to be
      paid all other sums payable hereunder by the Company, then this Subordinated
      Debt Indenture shall cease to be of further effect (except as to (i) rights
      of
      registration of transfer and exchange of Securities, (ii) substitution of
      mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
      holders to receive payments of principal thereof and interest thereon, and
      remaining rights of the holders to receive mandatory sinking fund payments,
      if
      any, (iv) the rights, obligations and immunities of the Trustee hereunder and
      (v) the rights of the Securityholders as beneficiaries hereof with respect
      to
      the property so deposited with the Trustee payable to all or any of them),
      and
      the Trustee, on demand of the Company accompanied by an Officers' Certificate
      and an Opinion of Counsel and at the cost and expense of the Company, shall
      execute proper instruments acknowledging satisfaction of and discharging this
      Subordinated Debt Indenture, the Company, however, hereby agreeing to reimburse
      the Trustee for any costs or expenses thereafter reasonably and properly
      incurred by the Trustee in connection with this Subordinated Debt Indenture
      or
      the Securities or Coupons appertaining thereto. 

              Section 12.02. Deposited
      Moneys to be Held in Trust by
      Trustee. All moneys deposited with
      the Trustee pursuant to the provisions of Section 12.01 shall be held in trust
      and applied by it to the payment, either directly or through any paying agent
      (including the Company if acting as its own paying agent), to the holders of
      the
      particular Securities or Coupons for 

    55

    

    
    

    payment or redemption of which such moneys
      have been deposited with the Trustee, of all sums due and to become due thereon
      for principal, premium, if any, and interest, if any.

              Section 12.03. Paying
      Agent to Repay Moneys Held. Upon the satisfaction and discharge
      of this
      Subordinated Debt Indenture, all moneys then held by any paying agent of the
      Securities (other than the Trustee) shall, upon demand of the Company, be repaid
      to it or paid to the Trustee, and thereupon such paying agent shall be released
      from all further liability with respect to such moneys. 

              Section 12.04. Return
      of Unclaimed Moneys. Any moneys, deposited with or
      paid to the Trustee
      for payment of the principal of, premium, if any, or interest, if any, on any
      Securities or Coupons appertaining thereto and not applied but remaining
      unclaimed by the holders of such Securities or Coupons for two years after
      the
      date upon which the principal of, premium, if any, or interest, if any, on
      such
      Securities or Coupons, as the case may be, shall have become due and payable,
      shall be repaid to the Company by the Trustee upon direction of the Company;
      and
      the holder of any such Securities or Coupons shall thereafter look only to
      the
      Company for any payment which such holder may be entitled to collect.


    ARTICLE THIRTEEN

    IMMUNITY OF INCORPORATORS,
      STOCKHOLDERS, OFFICERS AND DIRECTORS 

              Section 13.01. Indenture
      and Securities Solely Corporate
      Obligations. No recourse for the
      payment of the principal of, premium, if any, or interest, if any, on any
      Security or any Coupon appertaining thereto, or for any claim based thereon
      or
      otherwise in respect thereof, and no recourse under or upon any obligation,
      covenant or agreement of the Company in this Subordinated Debt Indenture or
      in
      any supplemental indenture, or in any Security or Coupon, or because of the
      creation of any indebtedness represented thereby, shall be had against any
      incorporator, stockholder, officer or director, as such, past, present or
      future, of the Company or of any successor corporation, either directly or
      through the Company or any successor corporation, whether by virtue of any
      constitution, statute or rule of law, or by the enforcement of any assessment
      or
      penalty or otherwise; it being expressly understood that all such liability
      is
      hereby expressly waived and released as a condition of, and as a consideration
      for, the execution of this Subordinated Debt Indenture and the issue of the
      Securities and Coupons appertaining thereto. 

    ARTICLE FOURTEEN

    SUBORDINATION 

              Section 14.01. Agreement
      To Subordinate. The Company agrees, and each
      Securityholder by
      accepting a Security agrees, that the indebtedness evidenced by the Securities
      is subordinated in right of payment, to the extent and in the manner provided
      in
      this Article Fourteen, to the prior payment of all Senior Indebtedness, and
      that
      such subordination is for the benefit of and enforceable by the holders of
      Senior Indebtedness. Only obligations of the Company which are Senior
      Indebtedness shall rank senior to the Securities in accordance with 

    56

    

    
    

    the provisions set forth herein. All
      provisions of this Article Fourteen shall be subject to Section 14.11.


              Section 14.02. Liquidation,
      Dissolution, Bankruptcy. Upon any payment or distribution
      of the assets of
      the Company to creditors upon a total or partial liquidation or a total or
      partial dissolution of the Company or in a bankruptcy, reorganization,
      insolvency, receivership or similar proceeding relating to the Company or its
      respective properties: 

    	          (1) holders of Senior Indebtedness shall
        be
        entitled to receive payment in full of the Senior Indebtedness before the
        holders of Securities shall be entitled to receive any payment of principal
        of
        or interest on or other amounts with respect to the Securities; and


    	          (2) until the Senior Indebtedness is
        paid in full,
        any distribution to which the holders of Securities would be entitled but
        for
        this Article Fourteen shall be made to holders of Senior Indebtedness as
        their
        interests may appear, except that holders of Securities may receive shares
        of
        stock and any debt securities that are subordinated to Senior Indebtedness
        to
        at least the same extent as the Securities and do not provide for the payment
        of principal prior to the Stated Maturity of all Senior Indebtedness.
        


              Section 14.03. Default
      on Senior Indebtedness. The Company may not pay the
      principal of or
      interest on or other amounts with respect to the Securities, make any deposit
      pursuant to Section 4.04 or repurchase, redeem or otherwise retire any
      Securities (collectively, "pay the Securities") if (i) any Senior Indebtedness
      is not paid when due and payable or (ii) any other default on Senior
      Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated
      in accordance with its terms unless, in either case, (x) the default has been
      cured or waived and any such acceleration has been rescinded or (y) such Senior
      Indebtedness has been paid in full. 

              Section 14.04. When
      Distributions Must Be Paid Over. If a distribution is made to
      the holders of
      Securities that because of this Article Fourteen should not have been made
      to
      them, the holders of Securities who receive the distribution shall hold it
      in
      trust for holders of Senior Indebtedness and pay it over to them as their
      interests may appear. 

              Section 14.05. Subrogation.
      After all Senior Indebtedness is paid in full and
      until the Securities are paid in full, holders of Securities shall be subrogated
      to the rights of holders of Senior Indebtedness to receive distributions
      applicable to Senior Indebtedness. A distribution made under this Article
      Fourteen to holders of Senior Indebtedness which otherwise would have been
      made
      to holders of Securities is not, as between the Company and holders of
      Securities, a payment by the Company on Senior Indebtedness. 

              Section 14.06. Relative
      Rights. This Article Fourteen defines
      the relative rights
      of holders of Securities and holders of Senior Indebtedness. Nothing in this
      Subordinated Debt Indenture shall: 

    	          (1) impair, as between the Company and
        holders of
        Securities, the obligation of the Company, which is absolute and
        unconditional, to pay principal of and interest on or other amounts with
        respect to the Securities in accordance with their terms; or 


    57

    

    
    

    	          (2) prevent the Trustee or any holder
        of Securities
        from exercising its available remedies upon an Event of Default or a Covenant
        Event, subject to the rights of holders of Senior Indebtedness to receive
        distributions otherwise payable to holders of Securities. 


              Section 14.07. Subordination
      May Not Be Impaired by
      Company. No right of any holder of
      Senior Indebtedness to enforce the subordination of the indebtedness evidenced
      by the Securities shall be impaired by any act or failure to act by the Company
      or by the failure of the Company to comply with this Subordinated Debt
      Indenture. 

              Section 14.08. Rights
      of Trustee and Paying Agent. Notwithstanding Section 14.03,
      the Trustee or
      paying agent may continue to make payments on the Securities and shall not
      be
      charged with knowledge of the existence of facts that would prohibit the making
      of any such payments unless, not less than two Business Days prior to the date
      of such payment, an officer of the Trustee responsible for the administration
      of
      this Subordinated Debt Indenture receives notice satisfactory to it in
      accordance with Section 15.03 that payments may not be made under this Article
      Fourteen. The Company, the Security registrar or co-registrar, the paying agent,
      a Representative or a holder of Senior Indebtedness may give the notice;
provided,
however,
      that, if an issue of Senior Indebtedness has a Representative, only the
      Representative, rather than a holder of Senior Indebtedness, may give the
      notice. The Trustee shall be entitled to assume that any prohibition on the
      right of the Company to pay the Securities provided for in this Article Fourteen
      has not terminated unless an officer of the Trustee responsible for the
      administration of this Subordinated Debt Indenture receives written notice
      of
      such termination in accordance with Section 15.03 from any of the Persons
      specified in the foregoing sentence. 

              The Trustee in its individual or any other
      capacity
      may hold Senior Indebtedness with the same rights it would have if it were
      not
      Trustee. The Security registrar and co-registrar and the paying agent may do
      the
      same with like rights. The Trustee shall be entitled to all the rights set
      forth
      in this Article Fourteen with respect to any Senior Indebtedness, which may
      at
      any time be held by it, to the same extent as any other holder of Senior
      Indebtedness; and nothing in Article Seven shall deprive the Trustee of any
      of
      its rights as such holder. Nothing in this Article Fourteen shall apply to
      claims of, or payments to, the Trustee under or pursuant to Article Seven.
      

              Section 14.09. Distribution
      or Notice to
      Representative. Whenever a
      distribution is to be made or a notice given to holders of Senior Indebtedness,
      the distribution may be made and the notice given to their Representatives
      (if
      any). 

              Section 14.10. Article
      Fourteen Not To Prevent Events of Default or
      Limit RightTo
      Accelerate. The failure to make a
      payment pursuant to the Securities by reason of any provision in this Article
      Fourteen shall not be construed as preventing the occurrence of an Event of
      Default. Nothing in this Article Fourteen shall have any effect on the right
      of
      the holders of Securities or the Trustee to accelerate the maturity of the
      Securities. 

              Section 14.11. Trust
      Moneys Not Subordinated. Notwithstanding anything contained
      herein to the
      contrary, payments from money held in trust under Section 7.05 or 12.02 by
      the
      Trustee or any paying agent for the payment of principal of and interest or
      other amounts 

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    on the Securities shall not be subordinated
      to the prior payment of any Senior Indebtedness, or subject to the restrictions
      set forth in this Article Fourteen, and none of the Trustee, any paying agent
      or
      the holders of Securities shall be obligated to pay over any such amount to
      the
      Company, any holder of Senior Indebtedness, any Representative or any other
      creditor of the Company. 

              Section 14.12. Trustee
      Entitled to Rely. Upon any payment or distribution
      pursuant to this
      Article Fourteen, the Trustee and the holders of Securities shall be entitled
      to
      rely (i) upon any order or decree of a court of competent jurisdiction in which
      any proceedings of the nature referred to in Section 14.02 are pending, (ii)
      upon a certificate of the liquidating trustee or agent or other Person making
      such payment or distribution to the Trustee or to the holders of Securities
      or
      (iii) upon the Representatives for the holders of Senior Indebtedness or upon
      the holders of Senior Indebtedness for which there are no Representatives for
      the purpose of ascertaining the Persons entitled to participate in such payment
      or distribution, the holders of the Senior Indebtedness, and other indebtedness
      of the Company, the amount thereof or payable thereon, the amount or amounts
      paid or distributed thereon and all other facts pertinent thereto or to this
      Article Fourteen. In the event that the Trustee determines, in good faith,
      that
      further evidence is required with respect to the right of any Person as a holder
      of Senior Indebtedness to participate in any payment or distribution pursuant
      to
      this Article Fourteen, the Trustee may request such Person to furnish evidence
      to the reasonable satisfaction of the Trustee as to the amount of Senior
      Indebtedness held by such Person, the extent to which such Person is entitled
      to
      participate in such payment or distribution and other facts pertinent to the
      rights of such Person under this Article Fourteen and, if such evidence is
      not
      furnished, the Trustee may defer any payment to such Person pending judicial
      determination as to the right of such Person to receive such payment.


              Section 14.13. Trustee
      To Effectuate Subordination. Each holder of Securities by
      accepting a Security
      authorizes and directs the Trustee on his behalf to take such action as may
      be
      necessary or appropriate to acknowledge or effectuate the subordination between
      the holders of Securities and the holders of Senior Indebtedness as provided
      in
      this Article Fourteen and appoints the Trustee as attorney-in-fact for any
      and
      all such purposes. 

              Section 14.14. Trustee
      Not Fiduciary for Holders of Senior
      Indebtedness. The Trustee, in its
      capacity as Trustee or paying agent hereunder, shall not be deemed to owe any
      fiduciary duty to the holders of Senior Indebtedness and shall not be liable
      in
      either capacity to any such holders if it shall mistakenly pay over or
      distribute to holders of Securities, the Company, or any other Person, money
      or
      assets to which any holders of Senior Indebtedness shall be entitled by virtue
      of this Article Fourteen or otherwise. 

              Section 14.15. Reliance
      by Holders of Senior Indebtedness on
      SubordinationProvisions.
      Each holder of Securities by accepting a Security
      acknowledges and agrees that the foregoing subordination provisions are, and
      are
      intended to be, an inducement and a consideration to each holder of any Senior
      Indebtedness whether such Senior Indebtedness was created or acquired before
      or
      after the issuance of the Securities, to acquire and continue to hold, or to
      continue to hold, such Senior Indebtedness and such holder of Senior
      Indebtedness shall be deemed conclusively to have relied on such subordination
      provisions in acquiring and continuing to hold, or in continuing to hold, such
      Senior Indebtedness. 

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    ARTICLE FIFTEEN 

    MISCELLANEOUS
      PROVISIONS

              Section 15.01. Provisions
      Binding on Company's
      Successors. All the covenants,
      stipulations, promises and agreements in this Subordinated Debt Indenture
      contained by the Company shall bind its successors and assigns whether so
      expressed or not. 

              Section 15.02. Official
      Acts by Successor
      Corporation. Any act or proceeding
      by any provision of this Subordinated Debt Indenture authorized or required
      to
      be done or performed by any board, committee or officer of the Company shall
      and
      may be done and performed with like force and effect by the like board,
      committee or officer of any corporation that shall at the time be the lawful
      sole successor of the Company. 

              Section 15.03. Addresses for Notices, etc. Any
      notice or demand which by any provision of this Subordinated Debt Indenture
      is
      required or permitted to be given or served by the Trustee or by the holders
      of
      Securities or Coupons on the Company may be given or served by being deposited
      postage prepaid by first class mail in a post office letter box addressed (until
      another address is filed by the Company with the Trustee) to General Electric
      Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Attention
      Senior Vice President-Corporate Treasury and Global Funding Operation. Any
      notice, direction, request or demand by any holder of Securities or Coupons
      or
      the Company to or upon the Trustee shall be deemed to have been sufficiently
      given or made, for all purposes, if given or made in writing and (i) deposited
      (first class postage prepaid) in a post office letter box, (ii) transmitted
      by
      facsimile transmission or (iii) delivered by courier, in any event addressed
      and
      delivered to the principal corporate trust office of the Trustee and to the
      attention of its corporate trust office, which address at the date of execution
      of this Subordinated Debt Indenture is 4 New York Plaza, 15th Floor,
      New York, New York 10004, Attention: Worldwide Securities Services. 

              Section 15.04. New
      York Contract. This Subordinated Debt Indenture
      and each Security,
      including any Coupons appertaining thereto, shall be deemed to be a contract
      made under the laws of the State of New York, and for all purposes shall be
      construed in accordance with the laws of said State. 

              Section 15.05. Evidence
      of Compliance with Conditions
      Precedent. Upon any application or
      demand by the Company to the Trustee to take any action under any of the
      provisions of this Subordinated Debt Indenture, the Company shall furnish to
      the
      Trustee an Officers' Certificate stating that all conditions precedent, if
      any,
      provided for in this Subordinated Debt Indenture relating to the proposed action
      have been complied with and an Opinion of Counsel stating that, in the opinion
      of such counsel, all such conditions precedent have been complied with.


              Each certificate or opinion provided for
      in this
      Subordinated Debt Indenture and delivered to the Trustee with respect to
      compliance with a condition or covenant provided for in this Subordinated Debt
      Indenture shall include: (1) a statement that the person making such certificate
      or opinion has read such covenant or condition; (2) a brief statement as to
      the
      nature and scope of the examination or investigation upon which the statements
      or opinion contained in 

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    such certificate or opinion are based;
      (3) a
      statement that, in the opinion of such person, he has made such examination
      or
      investigation as is necessary to enable him to express an informed opinion
      as to
      whether or not such covenant or condition has been complied with; and (4) a
      statement as to whether or not, in the opinion of such person, such condition
      or
      covenant has been complied with. 

              Section 15.06. Legal
      Holidays. Except as may be otherwise provided
      with respect to
      any Tranche or series of Securities, in any case where the date of payment
      of
      interest, if any, on or principal of, or premium, if any, on the Securities
      or
      the date fixed for redemption or repayment of any Security or Coupon will not
      be
      a Business Day, then payment of such interest, if any, on or principal of or
      premium, if any, on the Securities need not be made on such date but may be
      made
      on the next succeeding Business Day, with the same force and effect as if made
      on the date of maturity or date fixed for redemption or repayment, and no
      interest shall accrue for the period from and after such date. 

              Section 15.07. Securities
      in a Specified Currency Other Than
      Dollars. Unless otherwise specified
      as contemplated by Section 2.02 with respect to a particular series of
      Securities, whenever for purposes of this Subordinated Debt Indenture any action
      may be taken by the holders of a specified percentage in aggregate principal
      amount of Securities of all series or all series affected by a particular action
      at the time Outstanding and, at such time, there are Outstanding any Securities
      of any series which are denominated in a Specified Currency other than Dollars
      (including Euros), then the principal amount of Securities of such series which
      shall be deemed to be Outstanding for the purpose of taking such action shall
      be
      that amount of Dollars that could be obtained for such amount of such Specified
      Currency at the Market Exchange Rate. For purposes of this Section 15.07, Market
      Exchange Rate shall mean the noon Dollar buying rate in The City of New York
      for
      cable transfers of the Specified Currency published by the Federal Reserve
      Bank
      of New York. If such Market Exchange Rate is not available for any reason with
      respect to such Specified Currency, the Trustee shall use, in its sole
      discretion and without liability on its part, such quotation of the Federal
      Reserve Bank of New York or quotations from one or more major banks in The
      City
      of New York or in the City of London, England or such other quotations as the
      Trustee shall deem appropriate. The provisions of this paragraph shall apply
      in
      determining the equivalent principal amount in respect of Securities of a series
      denominated in a Specified Currency other than Dollars in connection with any
      action taken by holders of Securities pursuant to the terms of this Subordinated
      Debt Indenture. 

              All decisions and determinations of the
      Trustee
      regarding the Market Exchange Rate or any alternative determination provided
      for
      in the preceding paragraph shall be in its sole discretion and shall, in the
      absence of manifest error, be conclusive to the extent permitted by law for
      all
      purposes and irrevocably binding upon the Company and all Securityholders.
      

              Section 15.08. Trust
      Indenture Act to Control. If and to the extent that any
      provision of this
      Subordinated Debt Indenture limits, qualifies or conflicts with the duties
      imposed by, or with another provision (an "incorporated provision") included
      in
      this Subordinated Debt Indenture by operation of, Sections 310 to 318,
      inclusive, of the Trust Indenture Act of 1939, such imposed duties or
      incorporated provision shall control. 

    61

    

    
    

              Section 15.09. Table
      of Contents, Headings, etc. The table of contents and the
      titles and headings
      of the articles and sections of this Subordinated Debt Indenture have been
      inserted for convenience of reference only, are not to be considered a part
      hereof, and shall in no way modify or restrict any of the terms or provisions
      hereof. 

              Section 15.10. Execution
      in Counterparts. This Subordinated Debt 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.


              Section 15.11. Separability.
      In case any provision in this Subordinated Debt
      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.

    62

    

    
    

    SIGNATURES


              IN WITNESS WHEREOF, the parties hereto
      have caused
      this Subordinated Debt Indenture to be duly executed, all as of the date first
      written above. 

    
      	 	GENERAL
              ELECTRIC CAPITAL
              CORPORATION  
	 
	 
	 
	 	By:
              __/s/ James A.
              Parke______________________  
	 	         Name: 
James
              A. Parke  
	 	         Title: 
Vice
              Chairman and Chief Financial 
              Officer
	 	 
	 	JPMORGAN
              CHASE
              BANK, N.A.,  
	 	         as Trustee 

	 	 
	 	By: __/s/
              Paul J. Schmalzel ______________________  
	 	         Name: 
Paul
              J. Schmalzel  
	 	         Title: 
Vice
              President
	 


    


    

    
    

    
      	STATE
              OF
              CONNECTICUT  	) 
              	 	 
	 	) 
              	ss.: 
Stamford 

	COUNTY
              OF
              FAIRFIELD  	) 
              	 	 


    


              On the 28th day of July, 2005, before me
      personally
      came James A. Parke, to me known, who, being by me duly sworn, did depose and
      say that he is the Vice Chairman and Chief Financial Officer of GENERAL ELECTRIC
      CAPITAL CORPORATION, one of the corporations described in and which executed
      the
      foregoing instrument, and that he signed his name thereto by like authority.
      

              IN WITNESS WHEREOF, I have hereunto set
      my hand and
      affixed my official seal the day and year in this certificate first above
      written. 

    
      	 	____/s/
              Lisa R. King_________________________
	 	Notary
              Public  
	 	 
	 	Commission
              expires March 31, 2010 
              


    


    

    
    

    
      	STATE
              OF NEW
              YORK  	) 
              	 
	 	) 
              	ss.: 

	COUNTY
              OF NEW
              YORK  	) 
              	 


    


              On the 28th day of July, 2005, before me
      personally
      came Paul J. Schmalzel, to me known, who, being by me duly sworn, did depose
      and
      say that he is a Vice President of JPMORGAN CHASE BANK, N.A., one of the
      corporations described in and which executed the foregoing instrument, and
      that
      he signed his name thereto by like authority. 

              IN WITNESS WHEREOF, I have hereunto set
      my hand and
      affixed my official seal the day and year in this certificate first above
      written. 

    
      	 	____/s/
              Emily Fagan
              _________________________  
	 	Notary
              Public  
	 	 
	 	Commission
              expires December 31, 2005
              


    


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